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Corporate Information
Our company was incorporated under the laws of Mexico on May 30, 1936 for a duration of 99 years. The duration can be extended indefinitely by resolution of our shareholders. We are organized as a sociedad anónima bursátil de capital variable under the laws of Mexico. Our legal name is Fomento Económico Mexicano, S.A.B. de C.V., and in commercial and business contexts we frequently refer to ourselves as “FEMSA.” Our principal headquarters are located at General Anaya No. 601 Pte., Colonia Bella Vista, Monterrey, Nuevo León 64410, Mexico. Our telephone number at this location is (+52-81) 8328-6000.
Any filings we make electronically are available to the public over the internet at our website www.femsa.com. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this annual report. The SEC maintains an internet site that contains reports and other information regarding issuers that file electronically with the SEC at www.sec.gov. See “Item 10. Additional Information—Documents on Display.”
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Corporate History
FEMSA traces its origins to the establishment of Mexico’s first brewery, Cervecería Cuauhtémoc, S.A. (“Cervecería Cuauhtémoc”), which was established in 1890. Descendants of certain of the founders of Cervecería Cuauhtémoc are participants of the voting trust that controls our company.
The following paragraphs describe certain key transactions and developments of FEMSA in the past three years.
In February 2023, we announced the FEMSA Forward strategy, which was the result of a thorough strategic review of our business platform, including the bottom-up definition of long-range plans for each business unit, as well as the top-down analysis of FEMSA’s corporate and capital structure. Consistent with this vision, we have determined that the best way to maximize long-term value creation is to focus on our core business verticals with the highest strategic relevance, growth potential, and financial and competitive strengths: our retail businesses, Coca-Cola FEMSA, and our digital solutions business.
In March 2023, we acquired the remaining 85.18% shares of Net Pay, S.A.P.I. de C.V., a merchant aggregator that offers several payment services and solutions to micro, small and medium-sized businesses in Mexico.
In June 2023, we successfully finalized the divestment of our interest in Jetro Restaurant Depot. As a result of this transaction, we received a total cash consideration of US$1.4 billion, of which approximately US$467 million was received in June 2023 and the remaining balance of approximately US$945 million was received in July 2024.
In October 2023, we created a new platform within the facility care, foodservice disposables and packaging distribution industries in the U.S., merging Envoy Solutions with Brady in a highly complementary combination, positioned to serve and provide value to its customers and suppliers effectively and efficiently across the country. Following the completion of this transaction, we received approximately US$1.5 billion in cash and retained economic interest of 37.08% in the combined entity.
In August 2024, we entered into definitive agreements with Delek US Holdings, Inc. (“Delek”) to acquire Delek’s retail operations, consisting of 249 convenience stores located mainly in Texas, in the United States, for a total of US$385 million on a cash-free, debt-free basis, including the purchase of inventories. In September 2024, we successfully closed such acquisition. This acquisition represented an important milestone for FEMSA as it strategically expands its retail footprint into the U.S. market.
In September 2024, we acquired from Grupo Conektame, S.A. de C.V.’s (“Conekta”) its cash business, which supports our OXXO Pay services. For Spin, this acquisition involved integrating various technological and operational elements from Conekta that supported OXXO Pay, a digital solution that allows businesses to increase their sales by accepting cash payments at OXXO stores for products and services sold online.
In November 2024, we finalized the divestment of our refrigeration and foodservice equipment operations, Imbera and Torrey, to Mill Point Capital LLC, a U.S.-based private equity firm, for a total amount of approximately Ps. 8,000 million, on a cash-free, debt-free basis.
In January 2025, we finalized the divestment of our plastics solutions operations to AMMI, a leading diversified corporation focused on the production of non-GMO corn and sustainable plastic packaging, and an affiliate of Milenio Capital. The transaction amount was Ps. 3,165 million, on a cash-free, debt-free basis.
In May 2025, we completed the sale of our equity interests in Heineken in an amount of approximately €359 million. This transaction marked the final step in a series of related transactions. In February 2023, we completed a sale of equity interests in Heineken in an amount of approximately €3.2 billion and completed an offering of senior unsecured exchangeable bonds for a principal amount of €500 million, which has since been paid, through a wholly owned subsidiary, exchangeable into existing issued ordinary shares of Heineken Holding N.V. As a result, FEMSA’s appointed directors resigned from Heineken’s Board of Directors and, at that point, we lost significant influence over Heineken. In May 2023, we completed an additional sale of equity interests in Heineken in an amount of approximately €3.3 billion, at which point we reduced our combined economic interest in Heineken from 14.76% to 0.91%. With the sale of our final equity interests in Heineken in May 2025, we completed our divestment of our Heineken investment.
In July 2025, we finalized the divestment of our transportation management operations in Mexico, as well as our contract logistics operations in Mexico, Brazil and Colombia doing business as Solistica (the “Solistica Logistics Transaction”), to Grupo Traxión, S.A.B. de C.V. (“Traxión”), a leading transportation and logistics company based in Mexico. The transaction did not include less-than-truckload operations in Brazil. The total consideration for this transaction was Ps. 4,100 million, on a cash-free, debt-free basis.
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In September 2025, we announced the appointment of Jose Antonio Fernández Garza Lagüera as FEMSA's chief executive officer (“CEO”). On November 1, 2025, Mr. Fernández Garza Lagüera, former CEO of FEMSA Proximity & Health, succeeded José Antonio Fernández Carbajal, who held the position of acting CEO on an interim basis and currently holds the position of Chairman of the Board of Directors.
Recent Developments
In February 2026, we completed the separation of our joint venture with Raízen, S.A. (“Raízen”) in Brazil known as “Grupo Nós”, a transaction that was announced in September 2025. As a result of this transaction, we retained the OXXO stores in Brazil, which as of December 31, 2025 were 607, as well as the distribution center located in Cajamar, São Paulo, while Raízen retained all the Shell Select convenience stores. The remaining assets and liabilities of Grupo Nós were allocated between FEMSA and Raízen in accordance with their respective businesses.
In February 2026, we settled and repaid the outstanding principal of our €500 million exchangeable bonds. As mentioned above, these bonds, originally issued in February 2023 as part of the FEMSA Forward strategy, were exchangeable into ordinary shares of Heineken Holding N.V. At maturity, the outstanding principal amount was repaid; this transaction marks the conclusion of the specific exchangeable debt instrument linked to the divestment process initiated in 2023. We paid a total of approximately €513.1 million over the life of the bond, including interest and principal.
On March 12, 2026, BradyPLUS, in which we owned a non-controlling interest, completed an all equity merger transaction to combine with Imperial Dade, following a definitive agreement entered into in August 2025. BradyPLUS is a provider of janitorial and sanitation, foodservice, and industrial packaging products and solutions in the United States. Imperial Dade is a distributor of foodservice packaging, commercial cleaning supplies, janitorial equipment, and industrial packaging in the United States. FEMSA maintains an investment in the combined company with approximately 18.75% and will have representation on its board.
For more information, see “Item 4. Information on the Company.”
C. Ownership Structure
We conduct our business through our principal subsidiary companies as shown in the following diagram and table:
Ownership Structure of Significant Subsidiaries as of December 31, 2025
(1)Includes Proximity Europe Division. See “Item 4. Information on the Company.”
(2)Compañía Internacional de Bebidas, S.A. de C.V., which we refer to as “CIBSA.”
(3)Percentage of issued and outstanding capital stock owned by CIBSA (56% of Coca-Cola FEMSA’s capital stock with full voting rights). See “Item 4. Information on the Company—Coca-Cola FEMSA—Capital Stock.”
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(4)Includes Proximity Americas Division, the Health Division and the Fuel Division. See “Item 4. Information on the Company.”
(5)Grupo Industrial Emprex, S. de R.L. de C.V., which we refer to as “Emprex.”
Significant Subsidiaries
The following table sets forth our significant subsidiaries as of December 31, 2025:
Name of Company Jurisdiction of Establishment Percentage Owned
CIBSA: Mexico 100.0 %
Coca-Cola FEMSA Mexico 47.2 %
Emprex: Mexico 100.0 %
FEMSA Comercio Mexico 100.0 %
The following table presents an overview of our operations by relevant reportable segment and by geographic area:
Operations by Reporting Segment—Overview
Year Ended December 31, 2025 and % of growth (decrease) vs. previous year
Coca-Cola FEMSA Proximity Americas Division Proximity Europe Division Fuel Division Health Division Others & Consolidation Adjustments
(in millions of Mexican pesos, except for employees and percentages)
Total revenues Ps. 291,746 4 % Ps. 328,839 7 % Ps. 57,028 15 % Ps. 67,195 3 % Ps. 88,129 10 % Ps. 8,017 2,963 %
Gross profit 133,176 3 % 148,495 8 % 23,250 9 % 8,191 3 % 23,854 (1) % 4,610 87 %
Total assets 314,539 2 % 239,785 — % 44,539 (2) % 25,867 2 % 74,516 2 % 96,631 (33) %
Employees (1) 108,840 (7) % 203,536 6 % 6,552 (39) % 6,039 (3) % 33,657 (2) % 10,152 (14) %
(1)Includes non-employee workers in this headcount.
Total Revenues Summary by Reporting Segment
Year Ended December 31,
2025 2024 2023
(in millions of Mexican pesos)
Coca-Cola FEMSA Ps. 291,746 Ps. 279,793 Ps. 245,088
Proximity Americas Division 328,839 307,197 278,520
Proximity Europe Division 57,028 49,755 43,552
Health Division 88,129 79,755 75,358
Fuel Division 67,195 65,365 58,499
Other (1) 29,128 20,209 29,652
Consolidation adjustments (21,111) (20,489) (27,977)
Consolidated total revenues Ps. 840,954 Ps. 781,585 Ps. 702,692
(1)Until January 1, 2025, our less-than-truckload operations in Brazil were held for sale, at which point it was reclassified as continuing operations.
Business Strategy
Our objective is to generate economic and social value through our business units. We generate economic value by designing, building and scaling mass business models, which enables us to meet our customers’ daily needs in a distinguished and efficient manner. We generate social value by contributing to the improvement of the communities we
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serve through our actions, the comprehensive development of our employees, and the value proposals that generate well-being.
Everything we do across our three core businesses — retail, beverages and digital — is motivated and inspired by our commitments to our people, our community and our planet, underscored by strong governance practices. Our strategic framework is comprised of six priorities:
•Continued growth: We work to achieve balanced and sustainable growth by capitalizing on new and existing opportunities to create value within our core businesses. We have also increased our capabilities to operate and succeed in other geographic regions by improving management skills to obtain a precise understanding of local consumer needs. Going forward, we intend to use those capabilities to accelerate our expansion and maximize our value creation potential, focusing on our core businesses: retail, beverages and digital.
•Going digital: We are harnessing the power of technology to increase our businesses’ efficiency while also exploring new business opportunities through Spin. We are leveraging the competitive advantages and strong market position of our businesses to build innovative digital businesses in the financial services industry to address the financial needs of our customers and business partners, with an efficient and comprehensive value proposition closely aligned with OXXO Mexico. Additionally, we are developing and growing digitally-enabled loyalty initiatives leveraged on strategic partnerships and our businesses.
•Think Global: Our mindset is global. We believe that the competencies that our businesses have developed can be replicated in other geographic regions. This underlying principle guides our consolidation and growth efforts, which have led to our current footprint. We currently have operations in Mexico, Central America, South America, Europe and in the U.S., including some of the most populous metropolitan areas in Latin America. Our global presence provides us with opportunities to create value through an improved ability to execute our strategies.
•Rooted Sustainability: Sustainability is embedded in everything we do and it is central to the way we do business. Our strategic sustainability framework is composed of three pillars, supported by corporate governance best practices:
◦Our People: Our people’s well-being, dignified work and professional growth;
◦Our Community: Development and well-being within the communities where we have operations; and
◦Our Planet: Harmony with the environment and sustainable use of natural resources.
•Talent & Culture: Our people are integral to our business and their well-being is our highest priority. Our organizational culture is evolving, and we are finding new ways of working together collaboratively. We are committed to abiding by the law in all jurisdictions in which we have operations.
•Proactive Engagement with our Audiences: We aim to facilitate open, clear, proactive, transparent and tailored dialogues with all of our stakeholders, using accessible tools and mediums of engagement. This is essential to understanding internal and external expectations and concerns so we can respond accordingly, and, in turn, strengthen our levels of credibility and trust, more easily navigate challenges, identify new opportunities, and ultimately drive continuous improvement across our business.
Moreover, we are convinced that a robust corporate governance is vital to the responsible management and operation of our business, ensuring the accountability and alignment with our stakeholders to create long-term value through strong economic and social performance. Our governance structure is the foundation for our value creation. We aim to have the right leaders, teams, tools, policies and feedback mechanisms in place across the organization, with tiered levels of accountability. Our Board of Directors is responsible for defining the company’s corporate strategy, and is supported by three committees with distinct areas of responsibility and oversight, all focused on driving sustainable value creation to all stakeholders.
Business Units
FEMSA is a leading company that participates in the following businesses:
•In the beverage industry, through Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola trademark products in the world by sales volume, based on publicly available filings and information of its main competitors;
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•In the retail industry, through the following divisions: (1) Proximity Americas Division, operating the OXXO small-format store chain in Mexico, Latin America, the U.S., and gas stations in the U.S. (2) Proximity Europe Division, operating small-format retail and foodvenience chains in Europe, (3) the Fuel Division, operating the OXXO Gas chain of retail service stations, and (4) the Health Division, which includes pharmacy services locations and related operations.
•In Spin, leveraging the competitive advantages and strong market position of our businesses to build innovative digital solutions to address the financial needs of our customers and business partners. We have redefined our ecosystem as a model centered on OXXO Mexico, strengthening the alignment between Spin and our store network. This increased alignment will integrate digital and physical capabilities, combining payments, loyalty, data, services, consumer lending opportunities and talent into a more aligned value proposition.
•For information on our businesses classified as assets held for sale and discontinued operations, see “Item 3. Key Information.”
Coca-Cola FEMSA
Overview
Coca-Cola FEMSA is leader in the beverage market in most of the countries where it operates, being the largest franchise bottler of Coca-Cola trademark products in the world by sales volume, based on publicly available filings and information of its main competitors. In 2025, its sales volume represented approximately 12.3% of the total sales volume of the Coca-Cola system in the world. Coca-Cola FEMSA produces and distributes Coca-Cola trademark beverages, offering a wide portfolio of brands to approximately 268 million consumers each day. With more than 90,200 employees, it markets and sells approximately 4.2 billion unit cases per year through approximately 2.1 million points of sale. Coca-Cola FEMSA operates 55 bottling plants and 256 distribution centers. It is committed to generating economic, social and environmental value for all of its stakeholders throughout the value chain. Coca-Cola FEMSA is a member of various sustainability indexes, including the Dow Jones Sustainability MILA Pacific Alliance Index and FTSE4Good Emerging Index.
Coca-Cola FEMSA operates in territories in the following countries:
•Mexico—a substantial portion of central Mexico, the southeast and northeast of Mexico;
•Guatemala;
•Nicaragua;
•Costa Rica;
•Panama;
•Colombia—most of the country;
•Brazil—a major part of the states of São Paulo and Minas Gerais, the states of Parana, Santa Catarina, Mato Grosso do Sul and Rio Grande do Sul and part of the states of Rio de Janeiro and Goias;
•Argentina—Buenos Aires and surrounding areas; and
•Uruguay.
Coca-Cola FEMSA also operates in Venezuela through its investment in Coca-Cola FEMSA de Venezuela, S.A., or KOF Venezuela.
Coca-Cola FEMSA was organized on October 30, 1991 as a stock corporation with variable capital (sociedad anónima de capital variable) under the laws of Mexico for a term of 99 years. On December 5, 2006, as required by amendments to the Mexican Exchange Market Law, Coca-Cola FEMSA became a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable). Coca-Cola FEMSA’s legal name is Coca-Cola FEMSA, S.A.B. de C.V. Coca-Cola FEMSA’s principal executive offices are located at Calle Mario Pani No. 100, Colonia Santa Fe Cuajimalpa, Alcaldía Cuajimalpa de Morelos, 05348, Mexico City, Mexico. Coca-Cola FEMSA’s telephone number at this location is (52-55) 1519-5000 and Coca-Cola FEMSA’s website is www.coca-colafemsa.com.
References
As used in this annual report in connection with Coca-Cola FEMSA:
"Central America" refers to Guatemala, Nicaragua, Costa Rica and Panama;
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"Central America South" refers to Nicaragua, Costa Rica and Panama;
"Coca-Cola trademark beverages" refers to beverages that are sold under trademarks owned by The Coca-Cola
Company; and
"South America" refers to Argentina, Brazil, Colombia and Uruguay.
The following is an overview of Coca-Cola FEMSA’s operations by reporting segment in 2025.
Operations by Reporting Segment—Overview Year Ended December 31, 2025
Total Revenues Gross Profit
(in millions of Mexican pesos)
Mexico and Central America (1) Ps. 169,641 58.1 % Ps. 81,234 61.0 %
South America (2) 122,105 41.9 % 51,942 39.0 %
Consolidated 291,746 100.0 % 133,176 100.0 %
(1)Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.
(2)Includes Colombia, Brazil, Argentina and Uruguay.
Capital Stock
As of the date of this annual report, (1) FEMSA indirectly owned Series A shares equal to 47.2% of Coca-Cola FEMSA’s capital stock (56.0% of Coca-Cola FEMSA’s capital stock with full voting rights), and (2) TCCC indirectly owned Series D shares equal to 27.8% of Coca-Cola FEMSA’s capital stock (32.9% of Coca-Cola FEMSA’s capital stock with full voting rights). Series L shares with limited voting rights constituted 15.6% of Coca-Cola FEMSA’s
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capital stock, and Series B shares constituted the remaining 9.4% of Coca-Cola FEMSA’s capital stock (the remaining 11.1% of Coca-Cola FEMSA’s capital stock with full voting rights).
Business Strategy
Coca-Cola FEMSA is focused on growing the company by implementing a long-term sustainable growth model. Coca-Cola FEMSA’s purpose is to refresh the world anytime, anywhere. Coca-Cola FEMSA’s vision evolved during 2023 to emphasize their commitment to their customers, and sustainable development. To this end, Coca-Cola FEMSA’s refreshed vision is to be the customers’ and partners’ preferred commercial platform and ally for growth, fostering a sustainable future.
Coca-Cola FEMSA has strengthened their longstanding relationship with TCCC by together updating and enhancing the following main objectives: (i) growth principles, (ii) relationship economics, (iii) potential new businesses and ventures and (iv) digital strategy.
To consolidate Coca-Cola FEMSA’s position as a global leader in the industry and strengthen their value proposition for their retail clients and end consumers, Coca-Cola FEMSA is leveraging their strengths, their rights-to-win, and working on the following six strategic priorities as their guiding principles: (i) grow the core, (ii) be the preferred commercial platform, (iii) strategic M&A (iv) de-bottleneck our infrastructure and digitize the enterprise, (v) strengthen their customer-centric culture and (vi) foster a sustainable future.
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(i)Grow the core. More runway to grow Coca-Cola FEMSA’s core business by a focus on capturing growth opportunities for the Coca-Cola portfolio across markets and channels; accelerating the growth of Coca-Cola Zero across its territories; improving its competitive position in flavors; developing growth opportunities in low per-capita markets; and accelerating growth of profitable non-carbonated beverage categories.
(ii)Be the preferred commercial platform. Aim to capitalize on the AI capabilities of Juntos+, Coca-Cola FEMSA's omnichannel commercial platform, and continue to roll out and leverage Juntos+ Advisor, its sales force tool, across its markets, leveraging a curated portfolio of brands together with The Coca-Cola Company and a multi-category portfolio.
(iii)Strategic M&A. Pursue value-enhancing acquisitions, leveraging a disciplined approach.
(iv)De-bottleneck its infrastructure and digitize the enterprise. Aim to increase manufacturing and distribution capacity, while implementing best-in-class logistics and distribution enablers.
(v)Strengthen its customer-centric culture. Aim to promote a growth mindset, fostering a customer-centric and psychologically safe culture, building a multiplier leadership style and empowering leaders to develop Coca-Cola FEMSA's people.
(vi)Foster a sustainable future. By integrating a robust governance framework with social development and environmental stewardship, Coca-Cola FEMSA creates lasting value for its business, people and communities across its value chain. Coca-Cola FEMSA's view on sustainable development is a comprehensive part of its business strategy.
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Coca-Cola FEMSA’s Territories
The following map shows Coca-Cola FEMSA’s territories, giving estimates in each case of the population to which Coca-Cola FEMSA offers products and the number of retailers carrying its beverages as of December 31, 2025:
Coca-Cola FEMSA’s Products
Coca-Cola FEMSA produces, markets, sells and distributes mainly The Coca-Cola Company trademark beverage portfolio. These include sparkling beverages (colas and other non-alcoholic carbonated beverages), waters (flavored and non-flavored waters, whether or not carbonated) and other non-carbonated beverages (including tea, sports drinks, energy drinks, fruit-based beverages, juice, coffee, milk, value-added dairy, plant-based drinks) and certain alcoholic ready-to-drink beverages, such as Bacardí Coca-Cola and Topo Chico hard seltzer. “Sparkling beverages” refers to non-alcoholic carbonated beverages, “still beverages” refers to non-alcoholic non-carbonated beverages, and “waters” refers to flavored and non-flavored waters, whether or not carbonated.
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In addition, through certain distribution agreements, Coca-Cola FEMSA distributes and sells certain consumer products and alcoholic beverages in most of its territories, including Monster products in all the countries where it operates, Heineken-owned brand beer products in certain markets, Estrella Galicia and Therezópolis beer products in its Brazilian territories, and ABI beer products in Costa Rica. This multicategory strategy aims to enhance Coca-Cola FEMSA's value proposition for retailers and consumers in the market, leveraging a curated portfolio that allows it to increase sales of its core portfolio and complement its reach, generating network effects that further strengthen its platform.
The following table sets forth the trademarks of the main products Coca-Cola FEMSA distributed in 2025:
Colas:
Coca-Cola
Coca-Cola Zero
Coca-Cola Light
Flavored Sparkling Beverages:
Ameyal Fanta Mundet Sprite
Crush Fresca QuAtro Yoli
Escuis Kuat Schweppes
Still Beverages:
AdeS Del Valle Hi-C Powerade
Cepita Fury Leão Santa Clara
Delaware Fuze Tea Monster Valle Frut
Water:
Alpina Brisa Dasani Smartwater
Aquarius Ciel Manantial Topo Chico
Benedictino Crystal Seagram's Vitale
Packaging
Coca-Cola FEMSA produces, markets, sells and distributes Coca-Cola trademark beverages in each of its territories in containers authorized by TCCC, which consist primarily of a variety of returnable and non-returnable presentations in the form of glass bottles, cans and plastic bottles mainly made of PET resin. Coca-Cola FEMSA uses the term presentation to refer to the packaging unit in which Coca-Cola FEMSA sells its products. Presentation sizes for Coca-Cola FEMSA’s Coca-Cola trademark beverages range from a 192.0-milliliter personal size to a 20.0-liter bulk serving size. For all of Coca-Cola FEMSA’s products excluding water, Coca-Cola FEMSA considers a multiple serving size as equal to, or larger than, 1.0-liter. In general, personal sizes have a higher price per unit case as compared to multiple serving sizes. Coca-Cola FEMSA offers both returnable and non-returnable presentations, which allow it to offer portfolio alternatives based on convenience and affordability to implement sales strategies and to target specific distribution channels and population segments in its territories. In addition, Coca-Cola FEMSA sells some Coca-Cola trademark beverage syrups in containers designed for soda fountain use, which Coca-Cola FEMSA refers to as fountain.
In addition, Coca-Cola FEMSA informs their consumers through front labeling on the nutrient composition and caloric content of their beverages in accordance with local laws and regulations. Coca-Cola FEMSA adheres to national and international codes of conduct in advertising and marketing, including communications targeted to minors which are developed based on the Responsible Marketing policies and Global School Beverage Guidelines of The Coca-Cola Company.
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Sales Volume and Transactions Overview
Coca-Cola FEMSA measures total sales volume in terms of unit cases and number of Transactions. “Unit Case” refers to 192 ounces of finished beverage product (24 eight-ounce servings) and, when applied to soda fountains, refers to the volume of syrup, powders and concentrate that is required to produce 192 ounces of finished beverage product. “Transactions” refers to the number of single units (e.g., a can or a bottle) sold, regardless of their size or volume or whether they are sold individually or in multipacks, except for fountain which represents multiple transactions based on a standard 12 ounce serving.
Except when specifically indicated, “sales volume” in this annual report refers to sales volume in terms of unit cases.
Coca-Cola FEMSA’s most important brand, Coca-Cola, together with its line of reduced- or no-sugar products, accounted for 60.3%, 60.7% and 60.2% of Coca-Cola FEMSA’s total sales volume in 2025, 2024 and 2023, respectively.
The following table illustrates historical sales volume and number of Transactions for each of Coca-Cola FEMSA’s reporting segments, as well as its Unit Case and Transaction mix by category.
Sales Volume (2) Transactions (2)
2025 2024 2025 2024
(Millions of unit cases or millions of single units, except percentages)
Mexico 2,013.6 2,124.3 9,553.8 10,131.9
Guatemala (4) 197.8 195.9 1,498.5 1,459.5
Central America South (1) (4) 180.3 173.9 1,359.0 1,335.2
Mexico & Central America 2,391.7 2,494.1 12,411.4 12,926.6
Growth (4.1) % 4.1 % (4.0) % 4.7 %
Colombia 349.4 352.3 2,574.7 2,592.8
Brazil 1,178.0 1,159.3 8,616.8 8,286.2
Argentina 178.8 168.3 951.7 877.4
Uruguay 52.3 50.7 258.4 246.2
South America 1,758.7 1,730.6 12,401.5 12,002.6
Growth 1.6 % 4.7 % 3.3 % 5.3 %
Total 4,150.4 4,224.6 24,812.9 24,929.2
Growth (1.8) % 4.4 % (0.5) % 5.0 %
The following table illustrates the multiple serving presentations and returnable packaging mix for sparkling beverages sales volume:
Multiple Serving Presentations Returnable packaging
2025 2024 2025 2024
Mexico 69.4 % 69.2 % 33.8 % 37.0 %
Guatemala 60.6 % 60.4 % 33.8 % 35.0 %
Central America South (1) 63.1 % 62.8 % 33.5 % 35.3 %
Colombia 69.6 % 70.5 % 23.5 % 25.8 %
Brazil 73.7 % 74.6 % 16.9 % 17.2 %
Argentina 79.1 % 81.5 % 20.5 % 24.1 %
Uruguay 79.9 % 80.5 % 17.7 % 18.5 %
Total 70.5 % 70.8 % 26.8 % 29.1 %
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The following table illustrates Coca-Cola FEMSA’s historical sales volume and number of Transactions performance by category for each of its operations and its reporting segments for 2025 as compared to 2024:
Year Ended December 31, 2025
Sparkling Stills Water Bulk Water Total
Sales Volume Growth
Mexico (6.6) % 2.2 % (5.1) % (3.1) % (5.2) %
Guatemala (4) 2.3 % (13.2) % (6.3) % (7.1) % 1.0 %
Central America South (1)(4) 1.7 % 7.0 % 39.6 % (4.0) % 3.7 %
Mexico and Central America (5.0) % 1.9 % (3.3) % (3.1) % (4.1) %
Colombia — % (8.5) % 1.4 % (7.2) % (0.8) %
Brazil 1.1 % 4.9 % 4.8 % (3.5) % 1.6 %
Argentina 3.1 % 33.9 % 13.3 % (9.7) % 6.3 %
Uruguay 1.2 % 13.3 % 10.4 % — 3.2 %
South America 1.1 % 5.1 % 5.4 % (6.6) % 1.6 %
Total (2.3) % 3.3 % 1.0 % (3.4) % (1.8) %
Year Ended December 31, 2025
Sparkling Stills Water Bulk Total
Number of Transactions Growth
Mexico (7.1) % 1.4 % (2.2) % — (5.7) %
Guatemala 2.1 % (3.9) % 24.1 % — 2.7 %
Central America South (1) 1.8 % 1.8 % 1.4 % — 1.8 %
Mexico and Central America (5.0) % 1.1 % (0.4) % — (4.0) %
Colombia 0.8 % (13.5) % (0.7) % — (0.7) %
Brazil 3.7 % 5.3 % 4.1 % — 4.0 %
Argentina 4.6 % 31.7 % 7.0 % — 8.5 %
Uruguay 3.4 % 12.4 % 9.2 % — 4.9 %
South America 3.2 % 4.5 % 3.0 % — 3.3 %
Total (1.2) % 2.9 % 1.5 % — (0.5) %
The following table illustrates Coca-Cola FEMSA’s unit case mix by category for each of its operations and its reporting segments for 2025 as compared to 2024:
Sparkling Beverages Stills Water(3)
Years Ended December 31,
2025 2024 2025 2024 2025 2024
Unit Case Mix by Category
Mexico 67.5 % 68.5 % 8.0 % 7.4 % 24.5 % 24.1 %
Guatemala (4) 90.0 % 88.8 % 4.3 % 5.1 % 5.7 % 6.2 %
Central America South (1) (4) 82.1 % 83.7 % 12.6 % 12.3 % 5.3 % 4 %
Mexico and Central America 70.5 % 71.1 % 8.1 % 7.6 % 21.5 % 21.3 %
Colombia 76.7 % 76.0 % 7.4 % 8.1 % 15.9 % 15.9 %
Brazil 82.9 % 83.3 % 8.9 % 8.6 % 8.2 % 8.1 %
Argentina 72.8 % 75.1 % 10.0 % 8.0 % 17.1 % 16.9 %
Uruguay 78.5 % 80.1 % 6.9 % 6.3 % 14.6 % 13.6 %
South America 80.5 % 81.0 % 8.6 % 8.4 % 10.9 % 10.7 %
Total 74.7 % 75.2 % 8.3 % 7.9 % 17.0 % 16.9 %
(1)Includes sales volume and transactions from Nicaragua, Costa Rica and Panama.
(2)Excludes beer and spirit sales volume and transactions.
(3)Includes bulk water volume and transactions.
(4)2024 volume figures adjusted to reflect real data for total and bulk volumes.
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Seasonality
Sales of Coca-Cola FEMSA’s products are seasonal in all the countries where it operates, as Coca-Cola FEMSA’s sales volumes generally increase during the summer months of each country and during the year-end holiday season. In Mexico, Central America and Colombia, Coca-Cola FEMSA typically achieves its highest sales during the months of April through August as well as during the year-end holidays in December. In Brazil, Uruguay and Argentina, Coca-Cola FEMSA’s highest sales levels occur during the summer months of October through March, including the year-end holidays in December.
Marketing
Coca-Cola FEMSA, in conjunction with TCCC, has developed a marketing strategy to promote the sale and consumption of Coca-Cola FEMSA’s products. Coca-Cola FEMSA relies extensively on advertising, sales promotions and retailer support programs to target the particular preferences of its consumers. Coca-Cola FEMSA’s consolidated marketing expenses in 2025 were Ps. 5,372 million.
Retailer Support Programs. Support programs include providing retailers with point-of-sale display materials and consumer sales promotions, such as contests, sweepstakes and the giveaway of product samples.
Coolers. Coolers play an integral role in Coca-Cola FEMSA’s clients’ plans for success. Increasing both cooler coverage and the number of cooler doors among Coca-Cola FEMSA’s retailers is important to ensure that its wide variety of products are properly displayed, while strengthening its merchandising capacity in its distribution channels to significantly improve its point-of-sale execution.
Advertising. Coca-Cola FEMSA advertises in all major communications media. Coca-Cola FEMSA focuses its advertising efforts on increasing brand recognition by consumers and improving its customer relations. National advertising campaigns are designed and proposed by TCCC’s local affiliates in the countries where Coca-Cola FEMSA operates, with its input at the local or regional level. Point-of-sale merchandising and advertising efforts are proposed and implemented by Coca-Cola FEMSA, with a focus on increasing its connection with customers and consumers.
Marketing in Coca-Cola FEMSA’s Distribution Channels. In order to provide more dynamic and specialized marketing of its products, Coca-Cola FEMSA’s strategy is to classify its markets and develop targeted efforts for each consumer segment or distribution channel. Coca-Cola FEMSA’s principal channels are small retailers, “on-premise” accounts, such as restaurants and bars, supermarkets and third-party distributors. Presence in these channels entails a comprehensive and detailed analysis of the purchasing patterns and preferences of various groups of beverage consumers in each of the different types of locations or distribution channels. In response to this analysis, Coca-Cola FEMSA tailors its product, price, packaging and distribution strategies to meet the particular needs of and exploit the potential of each channel.
Multi-Segmentation. Coca-Cola FEMSA has implemented a multi-segmentation strategy in all of its markets. These strategies consist of the definition of a strategic market cluster or group and the implementation and assignment of different product/price/package portfolios and service models to such market cluster or group. These clusters are defined based on consumption occasion, competitive environment, income level, and types of distribution channels.
Product Sales and Distribution
The following table provides an overview of Coca-Cola FEMSA’s distribution centers, retailers and direct-to-consumer ("DTC") channels to which Coca-Cola FEMSA sold its products:
As of December 31, 2025
Mexico and
Central America(1)(3) South America(2)
Distribution centers 174 82
Retailers(4) 1,069,744 1,011,318
DTC(5) 474,436 5,614
(1)Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.
(2)Includes Colombia, Brazil, Argentina and Uruguay.
(3)For purposes of this table, Coca-Cola FEMSA has considered owned and third-party distribution centers managed by Coca-Cola FEMSA.
(4) Active customers with direct support from Coca-Cola FEMSA, including traditional channels, modern channels and indirect customers.
(5) Reflects purchasing households as of December 31, 2025.
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Coca-Cola FEMSA continuously evaluates its distribution model in order to fit with the local dynamics of the marketplace and analyze the way it goes to market, recognizing different service needs from its customers, while looking for more efficient distribution models. As part of this strategy, Coca-Cola FEMSA is rolling out a variety of new distribution models throughout its territories looking for improvements in its distribution network.
Coca-Cola FEMSA uses several sales and distribution models depending on market, geographic conditions and the customer’s profile: (i) the pre-sale system, which separates the sales and delivery functions, permitting trucks to be loaded with the mix of products that retailers have previously ordered, thereby increasing both sales and distribution efficiency; (ii) the conventional truck route system, in which the person in charge of the delivery makes immediate sales from inventory available on the truck; (iii) sales through digital platforms to access technologically enabled customers; (iv) the telemarketing system, which could be combined with pre-sales visits; and (v) sales through third-party wholesalers and other distributors of Coca-Cola FEMSA’s products.
As part of the pre-sale system, sales personnel also provide merchandising services during retailer visits, which Coca-Cola FEMSA believes enhance the shopper experience at the point-of-sale. Coca-Cola FEMSA believes that an adequate number of service visits to retailers and frequency of deliveries are essential elements in an effective selling and distribution system of its products.
Coca-Cola FEMSA continues to reinforce its presence in its digital sales channels, such as food aggregators, digital platforms, e-commerce websites and mobile device applications, in an effort to address the growing demand from its business partners through such sales channels. This reinforcement is aligned with Coca-Cola FEMSA’s overall digitization and omnichannel strategies.
In 2025, no single customer accounted for more than 10.0% of Coca-Cola FEMSA’s consolidated total sales.
Coca-Cola FEMSA’s distribution centers range from large warehousing facilities to small cross-docking facilities. In addition to its fleet of trucks, Coca-Cola FEMSA distributes its products in certain locations through electric carts and hand-trucks. In some of its territories, Coca-Cola FEMSA relies on third parties to transport its finished products from its bottling plants to its distribution centers and, in some cases, directly to its customers.
Mexico. From the distribution centers, Coca-Cola FEMSA distributes its finished products to retailers mainly through its own fleet of trucks. In designated areas in Mexico, third-party distributors deliver Coca-Cola FEMSA’s products to retailers and consumers, allowing Coca-Cola FEMSA to access these areas on a cost-effective basis.
In Mexico, Coca-Cola FEMSA sells a majority of its beverages through its traditional distribution channel, which consists of sales at small retail stores to consumers who may take the beverages for consumption at home or elsewhere. Coca-Cola FEMSA also sells products through modern distribution channels, the “on-premise” consumption segment, home delivery routes, supermarkets and other locations. Modern distribution channels include large and organized chain retail outlets such as wholesale supermarkets, discount stores and convenience stores that sell fast-moving consumer goods, where retailers can buy large volumes of products from various producers. The “on-premise” consumption segment consists of sales through points-of-sale where products are consumed at the establishment from which they were purchased. This includes retailers such as restaurants and bars as well as stadiums, auditoriums and theaters.
Brazil. In Brazil, Coca-Cola FEMSA distributes its finished products to retailers through a combination of its own fleet of trucks and third-party distributors, while maintaining control over the selling activities. In designated zones in Brazil, third-party distributors purchase Coca-Cola FEMSA’s products and resell them to retailers. In Brazil, Coca-Cola FEMSA sells a majority of its beverages at small retail stores. Coca-Cola FEMSA also sells products through modern distribution channels and “on-premise” consumption. Modern distribution channels in Brazil include large and organized chain retail outlets such as wholesale supermarkets and discount stores that sell fast-moving consumer goods.
Territories other than Mexico and Brazil. Coca-Cola FEMSA distributes its finished products to retailers through a combination of its own fleet of trucks and third-party distributors. In most of Coca-Cola FEMSA’s territories, an important part of its total sales volume is sold through small retailers.
Principal Competitors
Coca-Cola FEMSA’s principal competitors are local Pepsi bottlers and other bottlers and distributors of local beverage brands. Coca-Cola FEMSA also faces competition in many of its territories from producers of low-price beverages, commonly referred to as “B brands.” A number of Coca-Cola FEMSA’s competitors in Central America, Brazil, Argentina and Colombia offer beer in addition to sparkling beverages, still beverages and water, which may enable them to achieve distribution efficiencies that other competitors who do not offer an integrated portfolio may not achieve.
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While competitive conditions are different in each of its territories, Coca-Cola FEMSA competes mainly in terms of price, packaging, effective promotional activities, access to retail outlets and sufficient shelf space, customer service, product innovation and product alternatives and the ability to identify and satisfy consumer preferences. Coca-Cola FEMSA competes by seeking to offer products at an attractive price in the different segments in its markets and by building on the value of its brands. Coca-Cola FEMSA believes that the introduction of new products and new presentations has been a significant competitive advantage that allows Coca-Cola FEMSA to increase demand for its products, provide different options to consumers and increase new consumption opportunities. See “Item 4. Information on the Company—Coca-Cola FEMSA—Coca-Cola FEMSA’s Products” and “Item 4. Information on the Company—Coca-Cola FEMSA—Packaging.”
Mexico and Central America. Coca-Cola FEMSA’s principal competitor in Mexico is Grupo GEPP, S.A.P.I. de C.V., the exclusive bottler of Pepsi beverage products and subsidiary of Organización Cultiba, S.A.B. de C.V., a joint venture formed by Grupo Embotelladoras Unidas, S.A.B. de C.V., the former Pepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo and Empresas Polar, S.A., a beer distributor and Pepsi bottler. Its main competition in the juice category in Mexico is Grupo Jumex. In the water category, its main competitor is Bonafont, a water brand owned by Danone. In addition, it competes with Keurig Dr Pepper in sparkling beverages and with other local brands in its Mexican territories, as well as B brand producers, such as Embotelladora Aga de Mexico, S.A. de C.V. (Red Cola bottler), that offer various presentations of sparkling and still beverages.
In the countries that comprise its Central America region, Coca-Cola FEMSA's main competitors are Pepsi and Big Cola bottlers. In Guatemala, Coca-Cola FEMSA competes with The Central American Bottler Corporation (“CBC”), who also has a regional joint venture with AmBev to produce, distribute and sell beer; Cervecería Centroamericana S.A. (“CCA”), who is focused in the beer and stills categories; and AJE Group. In Nicaragua, its principal competitor is AJE Group. Coca-Cola FEMSA also competes with the joint venture between CBC and AmBev. In Costa Rica, its principal competitor is Florida Bebidas S.A., a subsidiary of Florida Ice and Farm Co. and Cooperativa de Productores de Leche Dos Pinos R.L. in juices. In Panama, Coca-Cola FEMSA’s main competitor is Cervecería Nacional, S.A., followed by AJE Group and Petite Bottling Company, Inc ("Unicola"). Coca-Cola FEMSA also faces competition from B brands offering multiple serving size presentations in certain Central American countries.
South America. Coca-Cola FEMSA’s principal competitor in Colombia is Postobón, a local bottler that sells and distributes sparkling beverages (Manzana Postobón, Uva Postobón and Colombiana), still beverages (Hit Juice) and water (Cristal). Postobón also distributes Pepsi products and is a vertically integrated producer, the owners of which hold other significant commercial and industrial interests in Colombia. Coca-Cola FEMSA also competes with low-price producers, such as Aje Colombia S.A., the producers of Big Cola, which principally offer multiple serving size presentations in the value segment of the sparkling and still beverage industry.
In Brazil, Coca-Cola FEMSA competes against AmBev, a company that distributes Pepsi brands, local brands with flavors such as guarana, and proprietary beer brands. It also competes against B brands or “Tubainas”, which are small, local producers of low-cost sparkling beverages that represent a significant portion of the sparkling beverage market. In the water segment, Coca-Cola FEMSA’s main competitors include Minalba, owned by Grupo Edson Queiroz, Água da Pedra, owned by Fruki Bebidas, as well as several smaller regional brands. In the energy category, Coca-Cola FEMSA’s principal competitors are Red Bull, which has a distribution agreement with AmBev, and Bally, owned by Bebidas Grassi do Brasil Ltda., a brand positioned in the low‑price segment and offering multiple serving‑size formats.
In Argentina, Coca-Cola FEMSA’s main competitor is Buenos Aires Embotellador S.A., a Pepsi bottler owned by Argentina’s principal brewery, Quilmes Industrial S.A., and indirectly controlled by AmBev, and Manaos and Cunnington, B-brands owned by Refres Now S.A., low-price sparkling beverages which are gaining relevance in the market.. In the water category, Coca-Cola FEMSA competes directly with Levité, Villavicencio and Villa del Sur, owned by Danone, which is controlled by Compañía Cervecerías Unidas.
In Uruguay, Coca-Cola FEMSA’s main competitor is Salus, a water brand owned by Danone. It also competes against Fábricas Nacionales de Cerveza S.A. (“FNC”), a Pepsi bottler and distributor controlled by AmBev S.A. In addition, it competes with CCU Inversiones II Ltda., a water, soft drinks and brewing company, and finally with some low-priced regional producers.
Raw Materials
Pursuant to Coca-Cola FEMSA’s bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell and distribute Coca-Cola trademark beverages within specific geographic areas, and Coca-Cola FEMSA is required to purchase concentrate for all Coca-Cola trademark beverages in all of its territories from affiliates of TCCC and sweeteners and other raw materials from companies authorized by TCCC. Concentrate prices for Coca-Cola trademark beverages are determined as a percentage of the weighted average retail price in local currency net of applicable taxes.
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In the past, concentrate prices for Coca-Cola trademark beverages have been increased in some of the countries where we operate. These prices may increase concentrate prices in the future and we may not be successful in negotiating or implementing measures to mitigate the negative effect this may have on the prices of our products or our results. See “Item 10. Additional Information—Material Contracts—Material Contracts Relating to Coca-Cola FEMSA—Cooperation Framework with The Coca-Cola Company.”
In addition to concentrate, Coca-Cola FEMSA purchases sweeteners, carbon dioxide, virgin and recycled PET resin and preforms to make plastic bottles, finished plastic and glass bottles, cans, caps and fountain containers, as well as other packaging materials and raw materials. Coca-Cola FEMSA’s bottler agreements provide that these materials may be purchased only from suppliers approved by TCCC. Prices for certain raw materials, including those used in the bottling of Coca-Cola FEMSA’s products, mainly PET resin, finished plastic bottles, aluminum cans, HFCS and certain sweeteners, are paid in or determined with reference to the U.S. dollar, and therefore local prices in a particular country may increase based on changes in the applicable exchange rates. Coca-Cola FEMSA’s most significant packaging raw material costs arise from the purchase of PET resin, the price of which is related to crude oil prices and global PET resin supply. The average price that Coca-Cola FEMSA paid for PET resin in U.S. dollars in 2025 increased 2.4% as compared to 2024 in all Coca-Cola FEMSA’s territories. In addition, given that high currency volatility has affected and continues to affect most of Coca-Cola FEMSA’s territories, the average price for PET resin in local currencies was higher in all of its territories. In addition, given that high currency volatility has affected and continues to affect most of its territories, the average price for PET resin in local currencies was higher in all of its territories. In 2024, Coca-Cola FEMSA purchased certain raw materials in advance, negotiated and locked-in prices in advance and entered into certain derivative transactions which helped them capture opportunities with respect to raw material costs and currency exchange rates.
Under its agreements with TCCC, Coca-Cola FEMSA may use raw or refined sugar, artificial sweeteners and HFCS in its products. Sugar prices in all of the countries where Coca-Cola FEMSA operates, other than Brazil and Uruguay, are subject to local regulations and other barriers to market entry that, in certain countries, often cause Coca-Cola FEMSA to pay for sugar in excess of international market prices. In recent years, international sugar prices experienced significant volatility. Across Coca-Cola FEMSA’s territories, its average price for sugar in U.S. dollars, taking into account its financial hedging activities, decreased by approximately 10.7% in 2025 as compared to 2024.
Coca-Cola FEMSA considers water as a raw material in its business. Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such as Manantial in Colombia and Crystal in Brazil, from spring water pursuant to concessions granted.
None of the materials or supplies that Coca-Cola FEMSA uses is presently in short supply, although the supply of specific materials could be adversely affected by strikes, market and economic conditions, weather conditions, governmental controls, national emergency situations, water shortages or the failure to maintain Coca-Cola FEMSA’s existing water concessions.
Mexico and Central America. In Mexico, Coca-Cola FEMSA purchases PET resin mainly from Indorama Ventures Polymers México, S. de R.L. de C.V. and DAK Resinas Americas Mexico, S.A. de C.V., which Alpla México, S.A. de C.V. (“Alpla”), and Envases Universales de México, S.A.P.I. de C.V. manufacture into non-returnable plastic bottles for them. Coca-Cola FEMSA has also diversified their import suppliers from China to Vietnam and Taiwan to mitigate the effects of tariffs and support its PET resin strategy.
Coca-Cola FEMSA purchases all of its cans from Crown Envases México, S.A. de C.V., formerly known as Fábricas de Monterrey, S.A. de C.V., and Envases Universales de México, S.A.P.I. de C.V. Coca-Cola FEMSA mainly purchases its glass bottles from Owens America, S. de R.L. de C.V., and Sílices de Veracruz, S.A. de C.V., known as SIVESA.
Coca-Cola FEMSA purchases sugar from, among other suppliers, PIASA, Beta San Miguel, S.A. de C.V. or Beta San Miguel and Ingenio La Gloria, S.A., all of them sugar cane producers. As of the date of this annual report, Coca-Cola FEMSA held a 36.4% and 2.7% equity interest in PIASA and Beta San Miguel, respectively. Coca-Cola FEMSA purchases HFCS from Ingredion México, S.A. de C.V., Cargill de Mexico S.A. de C.V. and Almidones Mexicanos, S.A. de C.V., known as Almex.
Sugar prices in Mexico are subject to local regulations and other barriers to market entry that often cause Coca-Cola FEMSA to pay higher prices than those paid in the international market. As a result, prices in Mexico have no correlation to international market prices. In 2025, sugar prices in local currency in Mexico decreased approximately 20.8% as compared to 2024.
In Central America, the majority of Coca-Cola FEMSA’s raw materials such as glass and non-returnable plastic bottles are purchased from several local suppliers. Coca-Cola FEMSA purchases its cans from Envases Universales Ball de Centroamérica, S.A. and Envases Universales de México, S.A.P.I. de C.V. Sugar is available from suppliers that
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represent several local producers. In Costa Rica, Coca-Cola FEMSA acquires plastic non-returnable bottles from Alpla C.R. S.A., and in Nicaragua Coca-Cola FEMSA acquires such plastic bottles from Alpla Nicaragua, S.A. Coca-Cola FEMSA mainly purchases glass bottles from Vidriera Guatemalteca S. A., known as VIGUA, and Vidriera Centroamericana, S.A., known as VICAL.
South America. In Colombia, Coca-Cola FEMSA uses sugar as a sweetener in all its caloric beverages, which Coca-Cola FEMSA buys from several sources. Sugar prices in Colombia decreased by 4.1% in U.S. dollars and decreased 4.6% in local currency, as compared to 2024. Coca-Cola FEMSA purchases non-returnable plastic bottles from Amcor Rigid Plastics de Colombia, S.A. and Envases de Tocancipa S.A.S. (affiliate of Envases Universales de México, S.A.P.I. de C.V.). Coca-Cola FEMSA has historically purchased all of its non-returnable glass bottles from O-I Peldar. Coca-Cola FEMSA purchases all of its cans from Crown Colombiana, S.A.
In Brazil, Coca-Cola FEMSA also uses sugar as a sweetener in all of its caloric beverages. Sugar is available at local market prices, which historically have been similar to international prices. Sugar prices in Brazil decreased approximately 9.2% in U.S. dollars and decreased 5.8% in local currency as compared to 2024. Taking into account Coca-Cola FEMSA's financial hedging activities, sugar prices in Brazil decreased 13.0% in U.S. dollars and 16.0% in local currency as compared to 2024. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk.” Coca-Cola FEMSA purchases non-returnable glass bottles, plastic bottles and cans from several domestic and international suppliers. Coca-Cola FEMSA mainly purchases PET resin from local suppliers such as Indorama Ventures Polímeros S.A. and glass bottles from Owens Illinois do Brasil Ind Ecom.
In Argentina, Coca-Cola FEMSA mainly uses HFCS that it purchases from several different local suppliers as a sweetener in its products. Coca-Cola FEMSA purchases glass bottles and other raw materials from several domestic sources. Coca-Cola FEMSA purchases plastic preforms at competitive prices from Andina Empaques S.A., a local subsidiary of Embotelladora Andina, S.A., a Coca-Cola bottler with operations in Chile, Argentina, Brazil and Paraguay, Alpla Avellaneda, S.A., AMCOR Argentina, and other local suppliers. Coca-Cola FEMSA purchases glass bottles from Cattorini Hnos Saicfei, known as Cattorini.
In Uruguay, Coca-Cola FEMSA also uses sugar as a sweetener in all of its caloric beverages, which is available at Brazil’s local market prices. Sugar prices in Uruguay decreased approximately 8.3% in U.S. dollars and decreased 6.3% in local currency as compared to 2024. Coca-Cola FEMSA’s main supplier of sugar is Nardini Agroindustrial Ltda., which is based in Brazil. Coca-Cola FEMSA purchases PET resin from several Asian suppliers, such as SFX – Jiangyin Xingyu New Material Co. Ltd. and India Reliance Industry (a joint venture with DAK Resinas Americas Mexico, S.A. de C.V.), and Coca-Cola FEMSA purchases non-returnable plastic bottles from global PET converters, such as Cristalpet S.A. (affiliate of Envases Universales de México, S.A.P.I. de C.V.). Coca-Cola FEMSA purchases glass bottles from Cattorini.
Proximity Americas Division
Overview
Proximity Americas Division operates a chain of small-format stores with 25,587 locations as of December 31, 2025, under the trade name OXXO.
Proximity Americas Division—Overview
Year Ended December 31, 2025
(in millions of Mexican pesos, except percentages)
Total Revenues Gross Profit
2025 2025 vs.2024 2025 2025 vs.2024
Proximity Americas Division Ps. 328,839 7.0 % Ps. 148,495 8.4 %
Business Strategy
Proximity Americas Division intends to continue increasing its store base in all of its territories while capitalizing on the retail business and market knowledge gained through its existing network of stores. Proximity Americas Division intends to open new stores in locations where it believes there is high growth potential or unsatisfied demand, while also increasing customer traffic and average ticket per customer in existing stores. Proximity Americas Division’s expansion focuses on both entering new markets and strengthening its presence in Mexico, Colombia, Chile, Brazil, and Peru. A fundamental element of Proximity Americas Division’s business strategy is to leverage its retail store formats, know-how, technology, and operational practices to continue growing in a cost-effective and profitable manner. This scalable business platform has provided a strong foundation for continued organic growth in Mexico, improving traffic and average ticket sales at our existing stores and facilitating entry into new small-format retail industries. To
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further increase customer traffic into Proximity Americas Division’s stores, Proximity Americas Division has incorporated additional services to its value proposition in Mexico, such as utility bill payments, deposits into bank accounts held at our correspondent bank partners, remittances, payment of mobile phone fees and charges and other financial services, and it seeks to constantly increase the services it offers. In addition, the Proximity Americas Division strategically expanded our retail footprint into the U.S. market through the acquisition of Delek’s retail operations consisting of 249 convenience stores and 244 fuel stations located mainly in Texas.
Beyond North America, Proximity Americas Division seeks to increase its scale by continuing its expansion in Colombia and Brazil. In Brazil, we completed the separation of the Grupo Nós joint venture with Raízen S.A. in February 2026. As a result of this transaction, FEMSA retained the OXXO stores, as well as the distribution center located in Cajamar, Sao Paulo, while Raízen retained the Shell Select stores. See "Item 4. Information on the Company—Recent Developments.”.
Proximity Americas Division has developed proprietary models to assist in identifying appropriate store locations, store formats and product categories. These models utilize location-specific demographic data and Proximity Americas Division’s experience in similar locations to fine-tune store formats, product price ranges and product offerings to the target market. Market segmentation is becoming an important strategic tool that is expected to allow Proximity Americas Division to improve the operating efficiency of each location, cover a wider array of consumption occasions and increase its overall profitability.
Proximity Americas Division continues to improve its information-gathering and processing systems to allow it to connect with its customers at all levels and anticipate and respond efficiently to their changing demands and preferences. Most of the products carried through OXXO stores are bar-coded, and all OXXO stores are equipped with point-of-sale systems integrated into a company-wide computer network. Proximity Americas Division created a department in charge of product category management, for products such as beverages, fast food and perishables, responsible for analyzing data gathered to better understand our customers, develop integrated marketing plans and allocate resources more efficiently. This department utilizes a technology platform supported by an enterprise resource planning (“ERP”) system, as well as other technological solutions such as merchandising and point-of-sale systems, which allow Proximity Americas Division to redesign and adjust its key operating processes and certain related business decisions. Our IT system also allows us to manage each store’s working capital, inventories and investments in a cost-effective way while maintaining high sales volume and store quality. Supported by continued investments in IT, our supply chain network allows us to optimize working capital requirements through inventory rotation and reduction, reducing out-of-stock days and other inventory costs.
Proximity Americas Division maintains innovative promotional strategies in order to increase store traffic and sales. In particular, OXXO stores sell high-frequency items such as beverages, snacks and cigarettes at competitive prices. Proximity Americas Division’s ability to implement this strategy profitably is partly attributable to the size of the OXXO chain, and its ability to work together with its suppliers to implement sales strategies such as differentiated promotions. OXXO stores’ national and local marketing and promotional strategies are an effective revenue driver and a means of reaching new segments of the population while strengthening the OXXO brand. For example, the organization has refined its expertise in executing cross promotions (discounts on multi-packs or sales of complementary products at a special price) and targeted promotions to attract new customer segments by expanding the offerings in the grocery product category in certain stores.
Another fundamental element of Proximity Americas Division’s strategy consists of leveraging Proximity Americas Division’s reputation for quality and the position of the OXXO brand in the minds of its customers to expand its offering of private-label products. Proximity Americas Division’s private-label products represent an alternative for value-conscious consumers, which, combined with its market position, allows Proximity Americas Division to increase sales and margins, strengthen customer loyalty and bolster its bargaining position with suppliers.
Historically, Proximity Americas Division has represented an effective distribution channel for its beverage products, as well as a rapidly-growing point of contact with its consumers. Based on the belief that location plays a major role in the long-term success of a small-format store retail operation, as well as a role in Proximity Americas Division's ability to accelerate and streamline the new store development process, Proximity Americas Division has focused on a strategy of rapid, profitable growth.
Finally, Proximity Americas Division seeks to leverage its scale, operating efficiency and customer knowledge to develop innovative value propositions to address the needs of the traditional trade channel in Mexico.
Store Locations
Proximity Americas Division operates the largest small-format store chain in Latin America, measured by number of stores, based on publicly available filings and information of our main competitors. As of December 31, 2025,
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there are 24,297 OXXO stores in Mexico, 597 OXXO stores in Colombia, 236 stores in Chile, 217 stores in Peru and 240 stores in the U.S.
The Proximity Americas Division expanded its operations by opening a net of 1,134 new OXXO stores in Mexico, Colombia, Chile and Peru during 2025, partially offset by nine closures in the U.S. Additionally, as of December 31, 2025, Grupo Nós operated 607 OXXO stores and 20 Shell Select locations in Brazil, and managed 1,202 Shell Select stores operated by independent franchisees. Grupo Nós expanded its operations with a net 13 openings of OXXO stores in Brazil during 2025.
OXXO Stores
Regional Allocation in Mexico
as of December 31, 2025
Historically, Proximity Americas Division has rapidly expanded the number of OXXO stores. During 2025 and 2024, it achieved this by emphasizing growth in areas of high economic potential in existing markets and expanding in underserved and unexploited markets.
OXXO Stores
Total Growth
Year Ended December 31,
2025 2024 2023
Total OXXO stores 25,587 24,462 22,866
Store growth (% change over previous year) 4.6 % 6.9 % 6.6 %
Most of the OXXO stores are operated under lease agreements, and are adjusted annually to an inflation index. This approach provides Proximity Americas Division the flexibility to adjust locations as cities grow and effectively adjust its footprint based on stores’ performance.
Both the identification of locations and the pre-opening planning to optimize the results of new OXXO stores are important elements in Proximity Americas Division’s growth plan. Proximity Americas Division continuously reviews store performance against certain operating and financial benchmarks to optimize the overall performance of the chain. Stores of Proximity Americas Division that are unable to maintain benchmark standards are generally closed. Between December 31, 2024 and 2025 the total number of OXXO stores increased by 1,125, which resulted from the opening of 1,348 new stores and the closing of 223 stores. In addition, in the past there have been instances where we have decided to temporarily close OXXO stores in certain territories due to increased criminal activity as a measure to protect the safety of our employees. Historically, these closures have been short-lived and have not had a material impact on sales or consumption trends or on our results or operating performance generally.
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Competition
Proximity Americas Division, mainly through OXXO stores, competes in the retail market, which is highly competitive. OXXO stores face competition from small-format stores such as 7-Eleven and Circle K in Mexico, Tiendas D1, Ara and Tostao in Colombia, upa! in Chile, Tambo Mas in Peru, and Circle K and Speedway in the U.S., as well as from other numerous retail and grocery chains (such as Wal-Mart, H-E-B, Soriana, La Comer and Chedraui, among others) to small informal neighborhood stores across the markets where they operate. In addition, as more services and products are offered in OXXO stores, the number and type of competitors have also increased, including banks and fast-food outlets, among others. OXXO stores compete not only for consumers and new store locations but also for human resources to operate those stores. Proximity Americas Division has more presence in Mexico than any of its competitors, with operations in every state, and it also operates in Colombia, Chile, Peru, Brazil and the U.S.
Additionally, OXXO competes with delivery aggregators and express delivery services such as Rappi, Uber Eats, and PedidosYa, among others.
In Brazil, OXXO competes in a fragmented traditional market and with institutional convenience store operators, such as BR Distribuidora and Ipiranga, among others.
Market and Store Characteristics
Market Characteristics
Proximity Americas Division is placing increased emphasis on market segmentation and store format differentiation to more appropriately serve the needs of customers on a location-by-location basis. The principal segments include residential neighborhoods, commercial office locations and stores near schools, universities and other types of specialized locations.
In Mexico, approximately 45% of OXXO stores’ customers are between the ages of 15 and 35. Proximity Americas Division also segments the market according to demographic criteria, including income level.
Finally, Spin Premia accounts for up to 49.3% of sales, meaning that for every Ps. 10 of sales in store, Ps. 4.93 can be traced to the loyalty program.
OXXO Store Characteristics
The average size of an OXXO store is approximately 104 square meters of selling space, excluding space dedicated to refrigeration, storage or parking. The average constructed area of a store is approximately 195 square meters, and when parking areas are included, the average store size is approximately 420 square meters. In 2025, a typical OXXO in Mexico store carried an average of 3,470 different stock keeping units (SKUs) in 25 main product categories. Additionally, a typical OXXO store in Mexico offers approximately 6,331 different electronic and individual payment services, such as account deposits and cash withdrawals, including those offered by Spin by OXXO, remittances, and money transfers between stores, as well as bill payment services, such as household electricity bills, cable television, among others. These revenues are accounted for as a fee income in Proximity Americas Division's revenues, as Proximity Americas Division is acting as an agent in these transactions.
Proximity Americas Division—Operating Indicators
Year Ended December 31,
2025 2024 2023
(Percentage change compared to previous year)
Total revenues 7.0 % 10.3 % 19.0 %
OXXO same-store sales(1) 1.0 % 4.2 % 14.2 %
(1)Same-store sales increase is calculated by comparing the sales of stores for each year that have been in operation for more than 12 months with the sales of those same stores during the previous year.
Beer, cigarettes, soft drinks and other beverages and snacks continue to represent the main product categories for OXXO stores in Mexico.
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Advertising and Promotion
Proximity Americas Division’s marketing efforts for OXXO stores include both specific product promotions and image advertising campaigns. These strategies are designed to increase store traffic, increase sales and continue to promote the OXXO brand and market position. One such example is our expansion of Retina Media, our retail media platform that connects brands with advertising opportunities within OXXO stores. By leveraging OXXO’s extensive network and customer data, Retina Media offers advertisers the possibility of executing targeted campaigns through a wide array of our channels, including on-site within our digital ecosystems, off-site on external platforms, in-store on digital screens and direct-to-consumer (“D2C”). Retina Media provides data-driven solutions, enabling brands to reach OXXO’s broad customer base, drive sales and build loyalty through personalized advertising and D2C engagement. Retina Media is present in more than 6,250 stores in Mexico.
Proximity Americas Division manages its advertising for OXXO stores on three levels depending on the nature and scope of the specific campaign: (1) local or store-specific, (2) regional and (3) national. Store-specific and regional campaigns are closely monitored to ensure consistency with the overall corporate image of OXXO stores and to avoid conflicts with national campaigns. Proximity Americas Division primarily uses point-of-purchase materials, banners, flyers, handbills, in-store video screens, and print and radio media for promotional campaigns, although television is used occasionally for the introduction of new products and services. OXXO stores’ image and brand name are presented consistently across all stores, irrespective of location.
Inventory and Purchasing
Proximity Americas Division has placed considerable emphasis on improving operating performance. As part of these efforts, Proximity Americas Division continues to invest in extensive information management systems to improve inventory management.
Management believes that the OXXO store chain’s scale of operations provides Proximity Americas Division with a competitive advantage in its ability to realize strategic alliances with suppliers. General category offerings are determined on a national level, although purchasing decisions are implemented on a local, regional or national level, depending on the nature of the product category. In Mexico, given the fragmented nature of the retail industry in general, Mexican producers of beer, soft drinks, bread, dairy products, snacks and other high-frequency products have established proprietary distribution systems with extensive direct distribution routes. As a result, approximately 49% of the OXXO store chain’s total sales in Mexico consist of products that are delivered directly to the stores by suppliers. Other products with longer shelf lives are distributed to stores by Proximity Americas Division’s Mexican distribution system, which includes 22 regional warehouses located in Mexicali, Jalisco, Tabasco, Obregón, Puebla, Querétaro, Chihuahua, Reynosa, Tampico, Tijuana, Toluca, Veracruz, Coahuila, Culiacán, Baja California Sur, Yucatán, Aguascalientes, Guanajuato, two in State of Mexico and two in Monterrey. Additionally, there are three warehouses in Colombia, and one in each of Peru and Brazil. The Proximity Americas Division operates a fleet of approximately 1,239 trucks in Mexico dedicated to OXXO that make deliveries from the distribution centers to each store approximately two times per week.
Seasonality
OXXO stores in Mexico traditionally experience periods of high demand in December, as a result of the holidays, and in July and August, as a result of increased consumption of beer and soft drinks during these hot summer months. The months of November and February are generally the weakest sales months for OXXO stores. In general, the colder weather during these months in Mexico reduces store traffic and cold beverage consumption overall.
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Proximity Europe Division
Overview
Proximity Europe Division has two main businesses, retail and food service. As of December 31, 2025, Proximity Europe Division had 2,755 multi-format outlets in Switzerland, Germany, Austria, Luxembourg and the Netherlands, with 13 different sales formats. Most of Proximity Europe Division’s outlets are organized as franchises and agencies.
The agency model is an entrepreneurial business model. Agency partners are independently responsible for the point of sales operations. Valora, a Swiss retail and food-service company that operates convenience stores, kiosks, and quick-service food outlets located mainly in high-traffic areas across several European countries, which was acquired by us in 2022, pays a commission to the agent for running the shop and paying the staff, meaning there is no staff for agencies on Valora’s payroll. In contrast to franchise stores, the inventory of agencies is owned by Valora and sales are recognized in Valora’s books (for franchise stores only a franchise fee is booked in Valora’s revenue).
Proximity Europe Division—Overview
Year Ended December 31, 2025
(in millions of Mexican pesos, except percentages)
Total Revenues Gross Profit
2025 2025 vs.2024 2025 2025 vs.2024
Proximity Europe Division Ps. 57,028 14.6 % Ps. 23,250 8.9 %
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The following is a summary of the key brands under which Proximity Europe Division is operated:
Brand # of Outlets as of December 31, 2025 Switzerland Germany Austria Luxembourg Netherlands Predominant Model
Retail avec 371 ✓ ✓ Agency
ServiceStore DB 74 ✓ Owned
U-Store 24 ✓ Franchise
k kiosk 1,066 ✓ ✓ ✓ Agency
cigo 374 ✓ Franchise
Press & Books 180 ✓ ✓ ✓ ✓ Owned
Total 2,089 ✓ ✓ ✓ ✓
Brand # of Outlets as of December 31, 2025 Switzerland Germany Austria Luxembourg Netherlands Predominant Model
Food Service BackWerk (including Back-Factory) 351 ✓ ✓ ✓ ✓ Franchise
Brezelkönig 68 ✓ ✓ Agency
Ditsch 170 ✓ Agency
Caffè Spettacolo 26 ✓ ✓ Owned
Frittenwerk 51 ✓ Owned
Total 666 ✓ ✓ ✓ ✓ ✓
Additionally, Proximity Europe Division provides financial services on a digital platform through its fintech bob Finance and has nineteen pretzel production lines in Germany, the U.S. and Switzerland.
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Business Strategy
A fundamental element of Proximity Europe Division’s business strategy is to provide the best comprehensive foodvenience retail concepts offering in the geographies where it has operations: nearby, quick, convenient and fresh products and services. Proximity Europe Division intends to move closer to its vision of having the best food and convenience concepts, focusing on five strategic pillars: (i) growth, (ii) efficiency, (iii) innovation, (iv) performance-oriented culture and (v) sustainability.
(i) Growth: Proximity Europe Division seeks to further expand its network of sales outlets, focusing on growing both its retail and food service network, leveraging its strong brand portfolio to expand in selected geographies while constantly evolving its value proposition to increase the contribution of higher-margin food categories, especially fresh products. Additionally, Proximity Europe Division aims to further expand its range of digital and other services.
(ii) Efficiency: Proximity Europe Division seeks to continue increasing its efficiency through automation, retail analytics and efficient working procedures as well as enhanced cooperation within its operations, in addition to enabling know-how transfer with Proximity Americas Division and other FEMSA businesses.
(iii) Innovation: Proximity Europe Division aims to access new income sources through innovation in order to remain competitive. Its objective is to launch fresh food and new concepts and products. It also uses new technologies to develop software-based solutions for customers, its own operations and the organization.
(iv) Performance-oriented culture: The Proximity Europe Division relies on entrepreneurial operators and motivated staff to implement its strategy. It plans to further expand its entrepreneurial models, especially the agency model, along with the franchise model.
(v) Sustainability: The Proximity Europe Division pursues a comprehensive approach to sustainability in line with FEMSA’s sustainability strategy.
Store Formats
Proximity Europe Division uses thirteen sales formats, between its retail and foodvenience operations, which are principally small-scale points of sale that Proximity Europe Division seeks to locate at highly frequented locations.
Retail
k kiosk is a market leader in the convenience kiosk business, based on internal information of our main competitors; mainly supplying tobacco, lottery products, snacks and press. It also has a growing share of food, fresh products and a varied range of digital services offerings. As of December 31, 2025, k kiosk had 774 sales outlets in Switzerland, 225 sales outlets in Germany and 67 in Luxembourg, including own outlets, agencies and franchise stores.
cigo is a tobacco retailer also offering press products and a range of services for people on the move. As of December 31, 2025, cigo had 374 sales outlets in Germany, including own outlets, agencies and franchise stores.
avec provides a modern convenience format at highly frequented locations, for example train or service stations, with an extensive offering of fresh food and regional products. As of December 31, 2025, avec had 352 sales outlets in Switzerland and 19 sales outlets in Germany, including own outlets, agencies and franchise stores.
ServiceStore DB and U-Store are convenience formats located at Deutsche Bahn and U-Bahn (underground) as well as in major bus stations in Germany. As of December 31, 2025, ServiceStore DB had 74 sales outlets operated as own and franchise stores, and U-Store had 24 sales outlets, operated as own outlets, agencies and franchise stores.
Press & Books is a market leader in the German railway station bookshop market with an extensive press and selected book offering complemented by a range of services for people on the move, including an online shop with store pick up. As of December 31, 2025, Press & Books had 22 sales outlets in Switzerland, 143 sales outlets in Germany, seven in Luxembourg and eight in Austria, including own outlets and agencies.
Food Service
BackWerk (which includes Back-Factory) is Germany’s largest food service bakery concept with a broad and flexible range of snacks and a growing offering of fresh products. As of December 31, 2025, BackWerk (including
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Back-Factory) had four sales outlets in Switzerland, 294 sales outlets in Germany, 19 in Austria and 34 in the Netherlands, which are mainly franchise stores.
Ditsch provides pretzels and other snacks at highly frequented locations in Germany. Brezelkönig sells high-end lye bread products, such as pretzels, baguettes, croissants, hot dogs and selected sandwich snacks. As of December 31, 2025, Ditsch had 170 sales outlets in Germany, mainly in agency format; Brezelkönig had 62 sales outlets in Switzerland and six in Austria, in agency and franchise format.
Caffè Spettacolo is an Italian-themed coffee bar concept operating its sales outlets as own and as agencies. As of December 31, 2025, Caffè Spettacolo had 24 sales outlets in Switzerland and two in Luxembourg.
Frittenwerk is a leading fast-casual dining format in Germany focusing on modern interpretations of Canada’s snack bar classic, poutine, with a fully developed self-service concept. As of December 31, 2025, Frittenwerk had 51 sales outlets in Germany, including owned outlets and franchise stores.
Proximity Europe Division is also one of the world’s leading producers of pretzels, based on internal information of our main competitors. It operates 19 production lines in Germany, the US and Switzerland. It primarily supplies a number of third-party food service customers as well as the retail and wholesale markets in addition to its own Ditsch, BackWerk and Back-Factory sales outlets in Germany, Brezelkönig branches in Switzerland and other Proximity Europe Division formats.
Competition
Proximity Europe Division competes in the highly competitive and fragmented retail and food service markets. Competitors include small scale stores or food services operations, grocery stores and retail locations and small informal neighborhood stores in the markets where Proximity Europe Division has operations. Proximity Europe Division competes on product and service offering, convenience of locations and price.
Advertising and Promotion
Proximity Europe Division aims to further consolidate its position as a preferred marketing platform. The direct customer contact in the Proximity Europe Division formats allows partner companies to present their products and strengthen their brand value. Notable examples include promotions for food, tobacco products and press articles.
Inventory and Purchasing
Proximity Europe Division sources their inventory from international and local suppliers. Management constantly seeks to improve inventory management. The purchase process varies across the different business models and formats. For point of sales, the purchase process is largely decentralized, as the individual stores place their main orders under centralized supply contracts. In franchise formats, inventory is owned and managed by the franchisee.
Seasonality
Given the number of formats and locations in which Proximity Europe Division has operations, the business has not historically experienced significant seasonality. Typically, between 45% and 50% of Proximity Europe Division’s net sales are generated in the first half of the year, while the remaining 50% to 55% is generated in the second half of the year.
Health Division
Overview
The Health Division operates pharmacy services locations and related operations with 4,503 points of sale in Mexico, Chile, Ecuador and Colombia as of December 31, 2025.
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Health Division—Overview
Year Ended December 31, 2025
(in millions of Mexican pesos, except percentages)
Total Revenues Gross Profit
2025 2025 vs.2024 2025 2025 vs.2024
Health Division Ps. 88,129 10.5 % Ps. 23,854 (0.8) %
Business Strategy
The Health Division’s vision is based on two core pillars. The first is the development of fully autonomous businesses with strong local capabilities, enabling them to respond effectively and efficiently to local risks, challenges, and opportunities, supported by teams with clear accountability. The second is the continuous enhancement of its value proposition and service offering by strengthening proximity to customers through an expanding store network, improved distribution capabilities, digital platforms and loyalty programs. This approach is intended to provide customers with a broader assortment, improved options and greater availability of medicines, personal care, beauty and other health and wellness products and services.
The Health Division has sustained its growth, primarily driven by its retail operations in Colombia, Ecuador and Chile, notwithstanding a challenging macroeconomic environment.
The priorities of the Health Division's new management include: (i) focusing on operational improvements and execution, (ii) addressing structural challenges and stabilizing operations in the Mexican market (rather than further expanding them), and (iii) optimizing the business portfolio balance between our core and institutional businesses in the Colombian market and (iv) launching a series of initiatives focused on more disciplined use of capital and commercial practices, with a focus on cashflow generation and return on invested capital.
Locations
As of December 31, 2025, the Health Division operated 4,503 locations, including 1,317 in Mexico, 1,049 in Chile, 1,078 in Ecuador and 1,059 in Colombia.
During 2025, the Health Division expanded its operations in Chile, Colombia, and Ecuador by opening 264 net additional locations, compared to the 2,922 locations operated as of 2024, reflecting a continued focus on the development of its retail business. In contrast, operations in Mexico underwent a significant restructuring process, which resulted in the closure of 422 net locations.
Expansion is primarily carried out in underserved areas, where our expansion models identify and prioritize attractive growth opportunities.
Competition
The Health Division operates in a highly competitive pharmacy retail market. Depending on the product category, its pharmacies face competition from a broad range of retail formats, including large chains, independent pharmacies, supermarkets, online retailers, and convenience stores. In Mexico, the principal competitors include Farmacias Guadalajara, Farmacias del Ahorro, and Farmacias Benavides. In Chile, the leading chains are Farmacias Ahumada and Salcobrand. In Colombia, key competitors include La Rebaja, Unidrogas, Olímpica, Cafam, Colsubsidio, and Farmatodo. In Ecuador, the principal competitors are Grupo Difare and Farmaenlace. The low‑cost segment is expanding rapidly, with Farmacias Similares as the dominant player in Mexico and Chile, which has recently begun expanding its operations in Colombia.
Market and Location Characteristics
Market Characteristics
The pharmacy services locations market in Mexico is highly fragmented, comprising national and regional chains, independent pharmacies, supermarkets and other informal neighborhood drugstores. We are a relatively small participant in the market, representing 2.8% of the total number of pharmacy services locations in Mexico with a presence in 12 of 32 states in the country.
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The market in Colombia is slightly less fragmented and generally consists of national and regional chains. The national healthcare system in Colombia covers a large portion of the country’s population and operates through Health Promoting Entities (Entidades Promotoras de Salud). The public healthcare sector is undergoing significant transformations in the country and proper assessments are underway to find our optimal business portfolio mix. We see increased opportunities for sales in the retail market, as a result of challenges and pressures with respect to supply in the national healthcare system.
In Chile, the market is more concentrated, and through Cruz Verde, the Health Division is the leading player. We also operate B2B businesses: we are the primary distributor to independent pharmacies and a significant participant in institutional markets, both private (clinics and medical centers) and public (hospitals). The Chilean market continues to represent an attractive growth opportunity.
In Ecuador, the market is highly competitive, and our Health Division, through Corporación GPF, is among the leading operators in the country, along with Difare and Farmaenlace. The market continues to experience steady organic growth, and we and our competitors participate in retail, franchises and distribution, all of which present attractive growth opportunities for the Health Division.
Location Characteristics
The Health Division’s pharmacy services locations are operated under the following trade names: Farmacias YZA, Farmacias Moderna and Farmacias Farmacon in Mexico; Fybeca and Sana Sana (low cost) in Ecuador; Farmacias Cruz Verde and Super Sana (low cost) in Chile and Farmacias Cruz Verde and La Rana que Sana (low cost) in Colombia. The Health Division also operates beauty stores in Chile under the trade name Maicao. The average size of the Health Division’s locations is 127 square meters in Mexico, 164 square meters in Chile, 125 square meters in Colombia and 160 square meters in Ecuador, including selling floor and storage area. On average, each pharmacy service location has between three and ten employees depending on the size of and traffic into the location. Patented and generic pharmaceutical drugs, beauty products, medical supplies, wellness, and personal care products are the main products sold at the Health Division’s locations.
Advertising and Promotion
The Health Division’s marketing efforts for its pharmacy services location include both targeted product promotions and brand-building advertising campaigns. These initiatives are designed to increase location traffic, improve access, and strengthen brand recognition and market positioning. In Chile, pharmaceutical advertising through mass media is subject to regulatory restrictions. However, the promotion of over-the-counter products is permitted through point-of-purchase materials, flyers and printed catalogs. In addition, television, radio, print media and digital platforms are used for seasonal and promotional campaigns, in compliance with applicable regulations.
Inventory and Purchasing
The operations of our Health Division are focused on aligning purchasing and logistics processes with consumer needs. A key competitive advantage is the Health Division’s robust logistics network, which is based on an integrated, end‑to‑end view of the supply chain. In Chile, the Health Division operates two distribution centers, the largest of which is a modern facility equipped with advanced technology that services both owned and third‑party pharmacies, as well as healthcare institution customers nationwide. In Colombia and Ecuador, the Health Division operates two distribution centers, one in each country, which serve all its locations nationwide.
In Mexico, the Health Division currently operates two distribution centers across the country. One distribution center primarily serves pharmacies in northwestern Mexico and the other supports operations in the southeastern region. The Health Division also relies on third‑party distributors for certain products in Mexico.
Seasonality
The Health Division’s sales are subject to seasonality, with pharmaceutical drug sales influenced by the timing and severity of the cough, cold, and flu season. Revenues generally increase during the winter months; however, this effect may be partially offset in certain regions of Mexico by extreme weather associated with the rainy season in December and January. Revenues from the Health Division’s operations in Chile, Colombia, and Ecuador tend to be higher in December, primarily driven by increased consumer demand for beauty and personal care products during the holiday period. Following the holidays, revenues typically decline modestly in January and February.
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Fuel Division
Overview
The Fuel Division operates retail service stations for fuels, motor oils and other car care products. As of December 31, 2025, the Fuel Division operated 552 service stations located in 17 states throughout Mexico, concentrated mainly in the northern region of Mexico.
Fuel Division—Overview
Year Ended December 31, 2025
(in millions of Mexican pesos, except percentages)
Total Revenues Gross Profit
2025 2025 vs.2024 2025 2025 vs.2024
Fuel Division Ps. 67,195 2.8 % Ps. 8,191 3.2 %
Business Strategy
The Fuel Division aims to strengthen its services in its retail gas stations in Mexico to fulfill consumers’ needs and increase traffic in those service stations while developing and maintaining an attractive value proposition to draw potential customers in a competitive environment. Furthermore, although Proximity Americas Division and Fuel Divisions operate as separate businesses, the Fuel Division’s service stations often have an OXXO store on the premises, strengthening the OXXO brand and complementing the value proposition. Despite market volatility, the Fuel Division remains focused on improving its customer value proposition and enhancing underlying profitability by fine-tuning our business model, revenue management capabilities and adjusting its pricing strategies in an increasingly competitive market.
The Fuel Division also seeks to increase its exposure to institutional customers to supply fuel and related products to third-parties.
Service Station Locations
As of December 31, 2025, the Fuel Division operated 552 service stations, concentrated in the northern region of the country but with a presence in 17 states throughout Mexico.
Competition
Despite the existence of other groups competing in this sector, the Fuel Division’s main competitors continue to be small retail service station chains owned by regional family businesses and operating under the PEMEX banner, which compete in the aggregate with the Fuel Division in total sales, new station locations and labor. The biggest chains competing with the Fuel Division in terms of number of service stations are regional chains such as Petro-7 (operated by 7-Eleven Mexico), Corpo Gas, G500, Hidrosina, international players operating in Mexico through dealers, such as British Petroleum, Mobil, Valero and ARCO, among others.
Market and Store Characteristics
Market Characteristics
The retail service station market in Mexico has approximately 14,197 service stations and is highly fragmented. The majority of the retail service stations in the country are either owned by small regional family businesses or are other regional chains such as Petro-7 and G500. In recent years, however, international players such as British Petroleum, Mobil, Valero and ARCO have increased their network of franchised service stations in Mexico, and now also represent significant competition.
Service Station Characteristics
Each service station under the “OXXO Gas” trade name comprises offices, parking lots, a fuel service area and an area for storage of gasoline in underground tanks.
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The average size of the fuel service dispatch area is 190 square meters. On average, each service station has 10 employees.
Gasoline, diesel, oil and additives are the main products sold at OXXO Gas service stations.
Advertising and Promotion
Through promotional activities, the Fuel Division seeks to provide additional value to customers by offering, along with gasoline, oils and additives, quality products and services at affordable prices. The best tool for communicating these promotions has been coupon promotions in partnership with third parties, including cross-promotional strategies jointly with OXXO stores.
Inventory and Purchasing
The distribution, mainly from gasoline and diesel, for the supply of our operations in the Fuel Division is mainly carried out directly between our supplier and our service stations. Since we do not have storage facilities, the product delivery is made daily according to a supply and logistics plan, which considers the capacity and inventory levels as well as the behavior of the demand of each one of our service stations, ensuring a continuous and sufficient supply to serve the markets where we have operations.
Seasonality
Traditionally, the Fuel Division experiences especially high demand during the second half of the year. The lowest demand is in January through April.
Other Businesses
Spin
Spin, which includes Spin by OXXO and Spin Premia, is FEMSA’s tech and innovation business unit aligned with the OXXO store network, focused on building a value-added digital and financial ecosystem for end customers and businesses, while enabling and leveraging FEMSA's strategic retail assets in Mexico. Spin’s value proposition aims to help people and businesses solve their daily needs and do more with their money, through hyper-personalized products, services, and experiences. This includes solutions such as:
•Fintech for Consumers: Spin by OXXO is a debit card and digital wallet designed to offer frictionless payment solutions and consumer lending opportunities to customers, making everyday transactions seamless and efficient.
•Digital Solutions for Businesses: Payment method solutions for micro, small, and medium sized businesses and independent merchants in Mexico, complemented by value-added financial services.
•Loyalty: Our strategy seeks to further develop the Spin Premia loyalty program, rewarding OXXO customers for their day-to-day spending while strengthening engagement across the ecosystem.
Spin does not meet the quantitative thresholds according with IFRS in relation with FEMSA’s consolidated financial results to be considered as a separate reportable segment, therefore, its financial results are included in our Other Businesses segment.
Bara
Bara is a proximity discount grocery business whose value proposition is based on a low-cost model to provide consumers with a selection of national and private label products at the most competitive prices. We are developing Bara in the Jalisco and Bajio regions and expanding its presence in the northern region of Mexico, allowing us to build a strong market position and leverage our deep understanding and operational expertise in these markets. As of 2025, Bara operated 636 stores across the states of Jalisco, Guanajuato, Nuevo León, Aguascalientes, Hidalgo, Querétaro and San Luis Potosí in México.
Description of Property, Plant and Equipment
As of December 31, 2025, Coca-Cola FEMSA owned 55 bottling plants. By country, as of such date, Coca-Cola FEMSA had 27 bottling plants in Mexico, seven in Central America, seven in Colombia, 11 in Brazil, two in Argentina and one in Uruguay. As of December 31, 2025, Coca-Cola FEMSA operated 256 distribution centers, of
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which 137 were in its Mexican territories. As of such date, Coca-Cola FEMSA owned 46 of the total distribution centers and leased the remainder. This calculation considers owned and third-party distribution centers managed by Coca-Cola FEMSA in Mexico.
As of December 31, 2025, Proximity Americas Division owned approximately 11.1% of OXXO store properties in Mexico, while the remaining stores are located on leased properties and substantially all of its distribution centers are under long-term lease arrangements with third parties.
As of December 31, 2025, Proximity Europe Division owned four manufacturing facilities in Germany, the U.S., and Switzerland, with one additional manufacturing facility under construction to produce bakery products, mainly pretzels. In addition, Proximity Europe Division owned its sales outlets’ store equipment.
As of December 31, 2025, the Health Division leases six distribution centers, two of which are in Chile, two in Mexico, one in Colombia and one in Ecuador, and it also has one manufacturing facility for pharmaceuticals in Chile. Most of the Health Division’s locations are under lease arrangements with third parties.
Capital Expenditures
Our consolidated capital expenditures, net of disposals for the years ended December 31, 2025, 2024 and 2023 were Ps. 45,315, Ps. 51,069, and Ps. 38,611 million, respectively, which were primarily funded with cash from operations generated by our subsidiaries. These amounts were invested in the following manner:
Year Ended December 31,
2025 2024 2023
(in millions of Mexican pesos)
Coca-Cola FEMSA Ps. 27,059 Ps. 29,553 Ps. 21,396
Proximity Americas Division 13,721 16,239 13,387
Proximity Europe Division 1,938 2,270 1,654
Health Division 1,608 1,835 1,750
Fuel Division 208 398 186
Other (1) 781 774 238
Total (2) Ps. 45,315 Ps. 51,069 Ps. 38,611
(1)Includes consolidation adjustments.
(2)The disposals of property, plant and equipment for 2024 and 2023 are for Ps. 150, and Ps. 400, respectively.
Coca-Cola FEMSA
In 2025, 2024 and 2023 Coca-Cola FEMSA focused its capital expenditures on investments in (i) increasing production capacity; (ii) increasing distribution capacity and efficiency; (iii) placing coolers with retailers; (iv) returnable bottles and cases; and (v) information technology.
Proximity Americas Division
Proximity Americas Division’s principal investment activity is the construction and opening of new stores and refurbishment of existing stores, which are mostly OXXO Stores. During 2025, Proximity Americas Division opened 1,348 new stores and permanently closed 223, resulting in 1,125 net new OXXO stores.
Proximity Americas Division invested Ps. 13,721 million in 2025 in the addition of new stores, warehouses and improvements to leased properties, renewal of equipment and information technology related investments.
Proximity Europe Division
During 2025, Proximity Europe Division’s principal investment activity was the rebranding of stores to avec format, refurbishment of existing stores across Europe, as well as maintenance of the production facilities.
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Health Division
The Health Division’s primary investments relate to the opening of new locations and the maintenance of existing locations in the countries where it has operations. During 2025, the Health Division closed 443 locations in Mexico and opened 361 new locations in Chile, Colombia and Ecuador. The Health Division's capital expenditures for 2025 totaled Ps. 1,608 million and included investments in location openings and maintenance, technology, and supply chain improvements.
Fuel Division
During 2025, the Fuel Division invested Ps. 208 million on capital expenditures, mainly in maintenance of service stations and IT systems.
Regulatory Matters
We are subject to different regulations in each of the territories where we have operations. The adoption of new laws or regulations or changes in existing laws or regulations in the countries where we have operations may increase our operating and compliance costs or our liabilities, or impose restrictions on our operations which, in turn, may adversely affect our business, financial condition and results of operations. This section addresses the regulations most relevant to FEMSA and its business units; however, we are subject to many other applicable laws in the countries in which we have operations.
Regulatory matters related to Coca-Cola FEMSA are included in Item 4, pages 31-39, of Coca-Cola FEMSA’s Form 20-F filed on April 15, 2026, which pages in relevant part are hereby incorporated by reference.
Tax Reforms
Mexico
A new tax reform applicable to fiscal year 2026 was enacted in Mexico during December 2025. The main considerations that are relevant for the Company and its subsidiaries are the following:
•As of January 1, 2026, the special tax applicable to the production, sale and import of beverages with added sugar and HFCS is increased to Ps. 3.0818 per liter. Additionally, a new fee of Ps. 1.50 per liter was established for beverages containing non-caloric sweeteners. These excise tax rates will be in effect until December 31, 2026, and will thereafter be subject to an annual increase based on the previous year’s inflation rate.
•Elimination of the exemption of securing tax claims when taxpayers file an Administrative Appeal (Recurso de Revocación) before the tax authorities.
•As a transitional measure applicable to fiscal year 2026, a six-month period is granted for the resolution of such appeals without the obligation to provide a guarantee. If the appeal is not resolved within this timeframe, taxpayers must secure the tax claim pursuant to the statutory order of priority and rules discussed above. This transitional measure is subject to renewal on an annual basis.
•Mexican tax authorities have expanded their enforcement powers to conduct specific tax audits targeting taxpayers that issue electronic tax invoices without the support of valid and legally substantiated transactions. If tax authorities determine that a taxpayer has engaged in such practices, the electronic tax invoices issued by that taxpayer may be deemed invalid, which could result in significant consequences, such as limitations to issuing invoices, restrictions on the ability to comply with certain tax obligations, and potential criminal exposure for both the issuer and, in certain circumstances, the recipients of such invoices.
•Tax authorities may publicly disclose on their official website a list of taxpayers identified as issuers of invalid or non-existent transaction invoices. Recipients of invoices issued by taxpayers included on such list are required to reverse or cancel any tax benefits derived from those invoices within 30 calendar days following the public disclosure, regardless of whether the recipient holds documentation purporting to support a legitimate transaction. Failure to comply with these requirements may result in temporary restrictions on invoicing activities, denial of access to certain tax procedures, and the initiation of additional administrative audits or inspections.
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•In addition, Mexican tax authorities may temporarily restrict a taxpayer’s ability to issue electronic tax invoices when (i) the taxpayer has a final and non-appealable tax liability that has not been fully paid (including its related surcharges and penalties), and (ii) the aggregate amount of the electronic tax invoices issued by such taxpayer during the immediately preceding fiscal year, exceeds four times the historical amount of such unpaid tax liability.
Colombia
In 2023, a tax reform that was approved in December 2022 began to apply in Colombia. The main provisions of the reform are the following:
•Introduction of an excise duty on beverages with added sugar based on the following timetable:
◦From November 1, 2023 to December 31, 2023, a tax of 18 Colombian pesos (approximately Ps. 0.09 as of December 31, 2025) was applied to beverages containing 6 to 10 grams of added sugar per 100 ml and a tax of 35 Colombian pesos (approximately Ps. 0.17 as of December 31, 2025) was applied to beverages with more than 10 grams of added sugar per 100 ml;
◦From January 1, 2024 to December 31, 2024, a tax of 28 Colombian pesos (approximately Ps. 0.13 to December 31, 2025) was applied to beverages containing 6 to 10 grams of added sugar per 100 ml and a tax of 55 Colombian pesos (approximately Ps. 0.26 as of December 31, 2024) was applied to beverages with more than 10 grams of added sugar per 100 ml;
◦From January 1, 2025 to December 31, 2025, a tax of 38 Colombian pesos (approximately Ps. 0.18 as of December 31, 2025) will apply to beverages containing between 5 grams and 9 grams of added sugar per 100 ml and a tax of 65 Colombian pesos (approximately Ps. 0.31 as of December 31, 2025) will apply to beverages with more than 9 grams of added sugar per 100 ml;
◦From January 1, 2026 to December 31, 2026, a tax of 40 Colombian pesos (approximately Ps. 0.19 to December 31, 2025) will apply for beverages containing between 5 grams to 9 grams of added sugar per 100 ml and a tax of 68 Colombian pesos (approximately Ps. 0.33 as of December 31, 2025) will apply for beverages with more than 9 grams of added sugar per 100 ml. This tax will be adjusted annually according to the same percentage used to update the Tax Value Unit, as defined below. For 2026, the Tax Value Unit is 52,374 Colombian pesos (approximately Ps. 258.59 as of December 31, 2025); and
◦Ultra-processed foods: 10% (2023) on the value of the product, 15% (2024), 20% (2025 onwards) on the value of products high in added sugars, sodium or saturated fats.
•Introduction of a tax on single-use plastics, with a rate of 0.00005 on one “Tax Value Unit” per gram of plastic. One Tax Value Unit is equivalent to 49,799 Colombian pesos (approximately Ps. 225.91 as of December 31, 2024). This tax is applicable to our products that are not considered part of the basic shopping basket. However, this tax can be waived with a circular economy certification that will be issued in case recycled resin is incorporated into the packaging. In 2023, the Constitutional Court of Colombia issued a resolution (Resolution C-526/23) requiring that the producer of single-use plastics be responsible for the payment of this tax.
•Increase in the income tax rate as of January 1, 2023, from 20.0% to 35.0%, on taxable income obtained from free zones within Colombia. This change took effect on January 1, 2026 for free zone companies with a revenue increase of 60.0% in 2022 compared to 2019. However, the Constitutional Court of Colombia ruled that this law will not apply to entities that obtained approval to be considered a free zone company prior to December 13, 2022, as is the case of our Colombian subsidiaries.
•Elimination of the possibility of offsetting municipal sales taxes against income tax.
•Increase in the occasional income tax rate from 10.0% to 15.0% applicable to sales of fixed assets and introduction of a stamp duty at a rate between 0.0% and 3.0%, on the sale price of real estate and other assets.
•Introduction of a minimum income tax rate of 15.0%, which must be calculated on the basis of adjusted financial profit or “adjusted income.” For entities that are required to calculate such minimum income tax, if such calculation results in a tax greater than 15.0%, such entity shall pay only the regular rate of income tax and if the result is less than 15.0%, such entity shall pay an additional amount to reach the rate of 15.0%.
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In February 2025, the Colombian government issued a decree containing temporary tax measures applicable from February 22, 2025 to December 31, 2025. Such decree imposes a stamp tax rate of 1.0% for public and private documents exceeding 6,000 Tax Value Units (approximately Ps. 1,434,211.20 as of December 31, 2025) that are subscribed, modified or extended and are granted or accepted in Colombia, or granted abroad but executed with Colombian jurisdiction. This stamp tax is no longer applicable as of 2026.
In February 2026, the Colombian government issued a decree containing temporary tax measures applicable from January 1 to December 31, 2026. Such decree introduced, among other provisions, a net wealth tax (impuesto al patrimonio) that took effect as of March 31, 2026. The tax is assessed based on an entity’s equity and is subject to a rate of 0.5%; the payment may be made in two installments of 50.0% each, due in April and May.
Costa Rica
On January 1, 2023, a tax reform became effective that reintroduced the standard debt and credit system for producers, wholesalers and retailers at a tax rate of 13.0%. Further, whereas producer and importers were previously responsible for collecting value-added taxes on carbonated beverages from supply chain participants, following this reform, wholesalers and retailers assume their own collections obligations. Accordingly, Coca-Cola FEMSA's Costa Rican subsidiary is no longer responsible for collecting such tax throughout the entire supply chain.
Brazil
In early 2017, Brazil’s Federal Supreme Court ruled that value-added tax should not be used as a basis for calculating federal sales tax, resulting in a reduction of federal sales tax. Our subsidiaries in Brazil initiated legal proceedings to confirm their right to calculate federal sales tax without using value-added tax as a basis, in accordance with the initial ruling of the Supreme Court, obtaining a final favorable resolution in 2019. However, Brazilian tax authorities appealed the decision, and their appeal was rejected in May 2021. Under the favorable 2019 resolution, federal sales and production taxes resulted in an average of 14.6% on net sales in 2024 and 2025.
As of December 31, 2025, Brazil imposes a value-added tax on the sale of sparkling beverages of 16.0% in the state of Rio de Janeiro, 17.0% in the state of Santa Catarina, 18.0% in the states of São Paulo, Minas Gerais, Rio Grande do Sul and Parana, 19.0% in the state of Goias and 20.0% in the state of Mato Grosso do Sul. The states of Rio de Janeiro, Goias, Minas Gerais and Parana also charge an additional 2.0% on sales as a contribution to a poverty eradication fund. In Brazil, the value-added tax is grossed-up and added, along with federal sales tax, at the taxable basis. In addition, Coca-Cola FEMSA is responsible for charging and collecting the value-added tax from each of its retailers in Brazil, based on average retail prices for each state where it operates, defined primarily through a survey conducted by the government of each state, which for Coca-Cola FEMSA amounted to an average taxation of approximately 17.0% over net sales in 2025.
In December 2023, the Brazilian government published an interim measure establishing the amount of tax credits subject to a final and unrepealable judicial decision, pursuant to which any credit exceeding 10 million Brazilian reais (approximately Ps.33.7 million as of December 31, 2024) can only be applied on a monthly basis up to 1/60 of the total value of the tax credit.
Furthermore, in December 2023, the Brazilian government published a constitutional amendment enacting a broad tax reform that will replace the current indirect tax system in Brazil with a new system to be phased in starting on January 1, 2026 and fully adopted by 2033. The municipal service tax, state value-added tax and federal sales tax will be replaced by a dual value-added tax, composed of the federal “CBS” and the state and municipal "IBS". This dual value-added tax will apply to all tangible and intangible goods, rights and services and will be calculated based on the amount charged at the location where goods are consumed or the rights or services are provided. The system will be non-cumulative, allowing tax credits from previous transactions. Initially, there will be a standard rate for all goods and services, with reductions ranging from 100.0% to a 30.0% discount for sectors such as education, health, public transportation and food products. Federal, state and municipal governments may define specific rates, and the final rate will be the sum of the IBS and CBS rates.
On January 1, 2024, new transfer pricing rules that were previously published in December 2022, and relevant guidelines required to comply with such rules, became effective. These rules aim to align the Brazilian transfer pricing system with the transfer pricing guidelines recommended by the Organization for Economic Cooperation and Development (the “OECD”).
On January 1, 2024, a law published in December 2023 became effective, establishing that any subsidies granted by municipalities or the states should be taxed by the income tax and social contribution at the combined tax rate of 34.0% and will be subject to other contributions at a combined tax rate of 9.25%. In addition, the law establishes that
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federal Brazilian government will grant an income tax credit of 25.0% on the municipality or state subsidy, limited to the lower of (i) 25.0% of the tax benefit itself or (ii) 25.0% of the depreciation of such assets applied on approved development or expansion projects which caused such subsidy, provided that certain conditions are met. In response to a legal action initiated by Coca-Cola FEMSA's Brazilian subsidiary, a federal court issued a favorable ruling excluding tax incentives recorded as capital reserves from the taxable base established by the new legislation.
In December 2024, Congress approved the complementary law establishing the foundation of the new regulations, which was approved by the President of Brazil in January 2025. The reform also includes the creation of a Selective Tax (“IS”) on products such as sugary beverages starting in 2027. This tax will be single-phase (charged only once), will not generate tax credits, and will be included in the tax base of other levies. The federal production and sales tax will be reduced to zero, except for products from the Manaus Free Trade Zone, which has remained at a rate of 8.0% since May 2022.Further regulations detailing the dual value-added tax and IS will be issued, however as of the date of his annual report, neither rate has been defined. Additionally, the reform establishes five-year reviews of the combined CBS and IBS rates. If the total exceeds 26.5%, the government must propose a reduction to Congress.
In December 2024, the Brazilian government published a law, which established the Additional Social Contribution on Net Profit (“Additional CSLL”) and introduced the Qualifsied Minimum Domestic Complementary Tax (“QDMTT”) method, in alignment with the OECD Pillar Two rule. This Additional CSLL aims to guarantee a minimum taxation of 15% for large multinational groups and began applying in January 2025, with the first payment to be made in 2026. As of the date of this annual report, is not expected to be applicable to Coca-Cola FEMSA's Brazilian subsidiary. However, the legislation requires an annual assessment to determine its applicability in future periods
In June 2025, a new decree related to the Financial Transaction Tax (“IOF”) was enacted in Brazil. The decree increased the IOF rate applicable to foreign exchange, credit, cross-border payments, remittances and other financial transactions to rates of up to 3.5%, depending on the nature of the transaction.
In November 2025, the Brazilian government enacted new tax legislation requiring Brazilian legal entities to withhold income tax on certain dividend distributions commencing on January 1, 2026. Dividends paid to non-resident shareholders and certain resident individuals will be subject to a 10.0% withholding income tax upon payment, crediting, delivery, employment or remittance. The legislation provides for a transitional regime pursuant to which dividends related to profits accrued and formally approved for distribution on or before December 31, 2025 will remain exempt of such withholding, provided that such dividends are paid, credited, delivered, employed and remitted no later than December 31, 2028.
From January 1, 2026, dividend distributions made by Brazilian legal entities will be subject to an ISR withholding of 10%, except on accumulated earnings available as of December 31, 2025 as long as they are distributed or used before December 31, 2028.
Argentina
In December 2023, the Argentine government issued an executive decree (Decree 29/2023) that increased the Program for an Inclusive and Supportive Argentina (“PAIS”) tax rate to 17.5%. This tax was in effect for five fiscal periods, from December 2019 to December 2024, and as of the date of this report it has not been renewed by the Argentine government.
Chile
On October 24, 2024, Law No. 21,713 was enacted, establishing rules to ensure compliance with tax obligations within the pact for economic growth, social progress and fiscal responsibility, reforming tax legislation in several aspects. The main modifications included:
•Modifications to the power of the Internal Revenue Service (“SII”) to assess the price or value assigned to the object of a sale or service, establishing a concept of “market value.” In addition, the concept of “legitimate business reason” is defined, considering that the appraisal power does not apply to the contributions of assets made in the context of a business group reorganization, provided that a series of copulative requirements are met and the operation has a legitimate business reason.
•Changes in the procedure and application of the General Anti-Avoidance Rule (“NGA”). An Executive Committee was created to evaluate the implementation of the NGA and to make recommendations to the director of the SII on its implementation.
•New rule to set an interest rate applicable to taxes paid after the deadline of 1.5% per month (18% per annum) that accrues on taxes paid after the applicable deadline. This default interest accrues and is calculated for each day of delay.
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•Creation of the figure of the “anonymous whistleblower” as a collaborator in the investigation of tax crimes. Individuals who voluntarily collaborate with investigations of facts constituting tax crimes, provided that they meet certain requirements, will be entitled to receive 10% of the fine applied as a result of their collaboration.
•Audit of business groups by the SII, with effect for all the entities that make up such group.
•Change in the relationship rule to establish the control of entities under the Controlled Foreign Corporation, on the recognition of passive income abroad.
•Transitory tax amnesty to declare capital and income abroad, which establishes a single tax of 12% for taxpayers domiciled or resident in Chile, established or incorporated in the country prior to January 1, 2023, with respect to assets and income that are abroad but which, when having been subject to taxes in Chile, had not been duly declared or taxed.
•Incorporation of digital platforms as VAT taxpayers, assimilating them to digital service providers and subjecting them to the simplified taxation regime.
Ecuador
Due to recent developments in Ecuador regarding insecurity, the government decreed the payment of a temporary contribution for the years 2024 and 2025, equivalent to 3.25% of the income tax base for the fiscal year 2022. Similarly, to finance measures to address the country’s internal conflict, the government decreed an increase in the VAT from 12.0% to 15.0%.
The profit attributable to new investments made during 2024 and 2023 can benefit from a 3.0% or 5.0% decrease in the calculation of income tax. Since 2024, a self-withholding regime (advance income tax) was established for large taxpayers where rates of between 1.25% and 2.25% of total sales were established for the pharmaceutical retail sector. The year 2025 closed with a rate of 1.25% of total sales as an advance payment for this concept.
Since 2025, the general rate of the Foreign Exchange Exit Tax ("ISD") is 5%, however, by presidential decree the differentiated rate of 2.5% and 0% is established for the payment of imports of certain types of productive goods and pharmaceutical products, as established by the corresponding ministry of state.
As of 2025, the government ordered the payment of a percentage between 0.75% and 2.5% on account of the amount of undistributed profits that an entity registers as of July 31 of each year. This value may be considered a tax credit under certain conditions or may be converted into final tax.
As for the distribution of profits to non-resident shareholders in Ecuador, by Ecuadorian companies, since September 2025 it is directly subject to the 10% rate.
Uruguay
In December 2025, the Uruguayan government enacted legislation introducing a Domestic Minimum Top-up Tax (“IMGD”) within the framework of the OECD Pillar Two global minimum tax initiative. The IMGD is designed to ensure a minimum effective taxation level of 15.0% on qualifying entities, and applies where the effective tax rate, as determined under the applicable OECD Pillar Two rules, is below such threshold. As of the date of this annual report, this tax is not expected to apply to our Uruguayan subsidiary. However, the legislation requires an annual assessment to determine its applicability in future periods.
Antitrust Legislation
We are subject to antitrust legislation in the countries where we have operations. Certain relevant acquisitions or divestitures of businesses may be subject to the requirement to obtain certain authorizations from the relevant authorities.
The Federal Antitrust Law (Ley Federal de Competencia Económica) regulates monopolistic and anti-competitive practices in Mexico and requires approval of certain mergers and acquisitions that exceed certain amounts or that may have anti-competition effects. The Federal Antitrust Law subjects the activities of certain Mexican companies, including us, to regulatory scrutiny. In 2025, the National Antirust Commission (Comisión Nacional Antimonopolio) was created as the new regulatory agency replacing the Federal Antitrust Commission (Comisión Federal de Competencia Económica, or “COFECE”). The National Antitrust Commission has technical and operational autonomy to oversee and sanction monopolistic and anticompetitive practices across all sectors and markets in Mexico, and it is empowered to regulate essential facilities, order the divestment of assets and eliminate barriers to competition. The new agency also has the authority to set higher fines for violations of the Federal Antitrust Law, implement important changes to rules governing mergers and anti-competitive behavior, and limit the availability of legal defenses against the application
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of the law. Accordingly, since October 2025, the National Antitrust Commission has been the authority responsible for carrying antitrust regulatory functions in Mexico.
Price Controls
Voluntary price restraints or statutory price controls have been imposed historically in several of the countries where we have operations. Currently, we are subject to voluntary temporary price controls on fuel that are not material to our operations on a consolidated basis. Additionally, in 2020, the Argentine government imposed statutory price restraints with respect to certain of our products and the list of products to which the voluntary price restraints applies was expanded. Any changes to applicable law affecting prices could have an adverse effect on our business. See “Item 3. Key Information—Risk Factors—Risks Related to Our Company—Regulatory developments in the countries where we have operations may adversely affect our business, financial condition and results of operations.”
Environmental Regulations
We have an Environmental Management System (“EMS”) that includes environmental policies and procedures that intend to identify, address and minimize environmental risks, as well as to implement appropriate strategies for the use of clean and renewable energy, efficient use of water and waste management throughout the value chain of all of our operations. We have programs that seek to reduce energy use and diversify our portfolio of clean and renewable energy sources to reduce greenhouse gas emissions and contribute to the fight against climate change. In addition, we establish short-, medium-, and long-term goals and indicators for the use, management, confinement and/or disposal of energy, air emissions, water discharges, solid waste and hazardous materials.
In 2025, 64.8% of Proximity Americas Division’s total energy requirements in Mexico were obtained from renewable energy sources.
In all the countries where we have operations, we are subject to federal, state and local laws and regulations relating to the protection of the environment. In Mexico, the principal legislation is the Federal General Law for Ecological Equilibrium and Environmental Protection (Ley General de Equilibrio Ecológico y Protección al Ambiente, or the Mexican Environmental Law), and the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos) which are enforced by the Ministry of the Environment and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales, or SEMARNAT). SEMARNAT can bring administrative and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities. Under the Mexican Environmental Law, rules have been promulgated concerning water, air and noise pollution and hazardous substances.
Energy Regulations
We believe that the Fuel Division is in material compliance with the relevant Security, Energy and Environment Agency (the Agencia de Seguridad, Energia y Ambiente, or “ASEA”) and CNE regulations and administrative provisions. As part of the secondary legislation in connection with the Mexican Energy Reform, the ASEA was created as a decentralized administrative body of SEMARNAT. ASEA is responsible for regulating and supervising industrial and operational safety and environmental protection in the installations and activities of the hydrocarbons sector, which includes all our Fuel Division operations. Additionally, the CNE is the regulatory body responsible for the authorization of sale of fuel to the public at gas stations.
Effective as of July 2020, the now extinct Energy Regulatory Commission (Comisión Reguladora de Energía, or “CRE”) approved an increase to transmission fees payable by entities that generate energy from renewable sources or efficient cogeneration sources. While this increase applies directly to the energy producers of such projects, end-users, such as ourselves, may face increases in our costs for energy consumption from such energy producers. A number of legal recourses against this increase were filed by the energy producers (including our energy providers). The matter was resolved in a definitive manner in favor of the energy producers, and, as a result, the increase to the transmission fees was not and will not be applied.
In October 2020, the now extinct CRE approved resolution RES/1094/2020, which modifies the existing rules for the amendment or assignment of power generation permits. This resolution limits the incorporation of new consumption centers to self-supply schemes, which was previously done in order to receive electric power from clean renewable sources at competitive prices. The now extinct CRE revoked such resolution in May 2024.
We are aware that the now extinct CRE launched investigations against certain private power generators that could result in the cancellation of such generators’ power supply permits. In the event any of those proceedings affect us due to the revocation of power supply permits from our energy suppliers, we would consider pursuing any available legal recourses. To date, through appropriate legal remedies, we have managed to contain an investigation by the now extinct CRE and the newly formed CNE into one of our energy supplier’s facilities.
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In March 2021, the Mexican government approved changes to the Mexican Electricity Law to, among other things, modify the order in which the energy of the National Electric System (Sistema Eléctrico Nacional) is dispatched; condition the granting of permits to conform with the planning criteria of the National Electric System; and allow the authorities to revoke energy self-supply permits, such as those granted to certain companies that supply us with electricity. Such changes were challenged by different market participants and its effectiveness has been suspended by the courts until the legal proceedings are definitively resolved. We have filed a legal recourse against these amendments, which is pending resolution. If our legal recourse is unsuccessful, this resolution could have an adverse impact on our business and results of operations in Mexico.
In December 2024, a reform was published in the Mexican Federal Official Gazette (Diario Oficial de la Federación), establishing the creation of the Mexican National Energy Commission (Comisión Nacional de Energía), an agency of the Ministry of Energy (Secretaría de Energía), which has since replaced the CRE.
In February 2025, a new Mexican Electricity Sector Law (Ley del Sector Eléctrico) was enacted, replacing the Electricity Industry Law (Ley de la Industria Eléctrica), which had been in force since August 2014. Additionally, a Mexican National Energy Commission Law (Ley de la Comisión Nacional de Energía), a Federal Electricity Commission State Public Company Law (Ley de la Empresa Pública del Estado, Comisión Federal de Electricidad) and an Energy Planning and Transition Law (Ley de Planeación y Transición Energética) were also enacted, and the Federal Public Administration Organic Law (Ley Orgánica de la Administración Pública Federal) was amended. These laws introduce significant regulatory changes affecting the electricity sector, including modifications to market structure, generation, distribution, and private sector participation.
During 2025, we engaged in discussions with the Ministry of Energy and the CNE with the aim of enabling private-sector participants who currently operate under the self-supply regime to transition to the wholesale electricity market (Mercado Eléctrico Mayorista). The CNE, jointly with the National Commission of Regulatory Improvement (Comisión Nacional de Mejora Regulatoria), published a draft of the Guidelines for the Voluntary and Expedited Migration of Self-Supply, Cogeneration, and Independent Power Production Projects to the Regimes Provided for under the Electricity Sector Law (Lineamientos Para La Migración Voluntaria y Expedita de Autoabastecimiento, Cogeneración y Producción Independiente a las Figuras Previstas en la Ley del Sector Eléctrico), which addresses the migration to the wholesale electricity market or to Federal Electricity Commission (the Comisión Federal de Electricidad) Basic Supply. While this draft of the guidelines reflects the Government’s main objective, we believe that, as currently proposed, the guidelines lack sufficient regulatory certainty and do not address the necessary economic conditions to enable a viable migration for private-sector participants.
Health Regulations
Mexico
General Health Law (Ley General de Salud)
On March 30, 2022, Articles 225 and 226 Bis 1 of the General Health Law were modified and now provides that the prescribers of medication are obliged to prescribe medication by generic names, avoiding the prescription of brand-name medication when a generic option is available in the market. While these modifications could potentially boost the sales of generic controlled (scheduled) medication, which is typically sold at lower retail prices, as of December 31, 2025, the Mexican government had yet to issue the necessary regulations required for the implementation of these amendments.
Colombia
Health Reform Bill (Ley de Reforma a la Salud)
During 2025, the Colombian Congress discussed a healthcare bill that would have substantially modified the structure of the national health system and the operational framework applicable to pharmacy services. The proposed legislation contemplated a comprehensive overhaul of the public healthcare insurance system, including a potential reduction or elimination of the role of the Health Promoting Entities (Entidades Promotoras de Salud, or “EPS”) as intermediaries. In addition, the bill proposed extensive measures to reorient the health system toward primary and preventive care, particularly in rural and suburban areas that are currently underserved. The bill was ultimately dismissed in December 2025.
Regulations on the Pharmaceutical Operators (Gestores Farmacéuticos)
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In 2025, Colombia passed new regulations directed at governing the legal framework of pharmaceutical operators, establishing financial portfolio, asset and management requirements, and which are expected to be implemented by May 2026.
Chile
Health System Reform
The Chilean administration is contemplating a reform of its national health system. This includes the creation of a universal health fund that would be financed with a 7% mandatory contribution reduced from worker’s salaries, which would imply that all Social Security Institutions (ISAPRES) cease to exist. Voluntary private “second floor” insurance (supplementary and complementary) may be contracted, nonetheless.
Pharmaceutical Bill II (Ley de Fármacos II)
A bill that modifies the Chilean Health Code to further regulate and update regulations on generic bioequivalent drugs, also known as Pharmaceutical Bill II, has been in the Senate since March 2020. It puts forward a change in the model of marketing for medicines, with a focus on health centers. It would also prevent the vertical integration between health centers and pharmaceutical laboratories.
The Senate commission in charge of passing the bill dismissed the draft in March 2022, however, the Senate made the decision not to conclude the process and to summon a new commission for discussion, replacing parliamentarians who ceased to perform their duties. This bill would bring several important challenges to manufacturers, distributors, health centers, health professionals and patients.
Fintech Regulations
Our digital business initiatives in Mexico are regulated through the Law to Regulate Financial Technology Institutions (Ley para Regular las Instituciones de Tecnología Financiera) enacted on March 2018, which establishes a regulatory framework for financial technology institutions that offer financial products through digital means and aims to promote financial inclusion, protect consumers, and foster competition in the Mexican financial sector. These services contemplate the issuance, administration and redemption of electronically registered money balances to make payments and transfers. Providing these services require an express authorization issued by the National Banking and Securities Commission together with the Ministry of Finance and Public Credit and the Banco de México.
In addition, we have other digital solutions within our Spin ecosystem that are not regulated activities, such as Spin Premia and Lending.
Anti-Bribery Regulations
In recent years, several governments in the countries where we have operations have enacted regulations addressing corporate policies for the prevention of money laundering and finance of terrorism, as well as cross-border anti-bribery programs. In compliance with such regulations, we have implemented internal policies including know-your-counterparty procedures, anti-money laundering and finance of terrorism clauses in agreements and reporting of suspicious operations and established anti-bribery programs to comply with the basic requirements set forth in these regulations, such as performing due diligence in merger and acquisition transactions and including clauses regarding delivery of gifts, remuneration to contractors, political contributions, donations, whistleblowing channels and anti–corruption in agreements.
Other Regulations
In September 2024, a constitutional reform overhauling the judicial system in Mexico became effective, introducing a judiciary tribunal with power to supervise and sanction judges, and providing for the election of all federal judges, magistrates and ministers by popular vote, starting with first election of federal judges on June 1, 2025.
In March 2026, the Mexican government approved a constitutional amendment reducing the statutory maximum workweek from 48 hours to 40 hours, among other related labor reforms. This reform is expected to be implemented gradually over a period of five years, with full implementation targeted by 2030. Although secondary legislation and implementing regulations have yet to be issued, compliance with the new framework may require
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adjustments in our operations and may increase our labor costs and affect our business, financial condition or results of operations in Mexico.