A. Selected Financial Data [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Before making an investment decision, you should consider all of the information set forth in this annual report, including the consolidated financial statements and our periodic public information released by Ambev from time to time. In particular, you should consider the special features applicable to an investment in Brazil and applicable to an investment in Ambev, including those set forth below. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of issuers in the United States. Our business, financial condition and operational results may also be significantly affected not only by the risks set forth below but also by other risks that are currently unknown or considered irrelevant to us. Summary of Risk Factors Risks Relating to Our Operations • We face operational risks that can result in the partial or temporary shutdown of our operations, which may adversely affect our financial condition and results of operations. • Our results of operations are affected by fluctuations in exchange rates, and devaluation of the real or other currencies with which we operate relative to other currencies, including the U.S. dollar, which may adversely affect our financial performance. • Information technology failures, including failures to implement upgrades and new technologies effectively or those that affect the privacy and security of customer and business information, could disrupt our operations. • We are subject to risks associated with non-compliance with any data protection laws in the countries in which we operate and can be adversely affected by any penalties or other sanctions imposed. • We are exposed to the risk of litigation. • Demand for our products may be adversely affected by changes in consumer preferences and tastes. • We rely on the reputation of our brands and damages to their reputation may have an adverse effect on our sales. • We may not be able to recruit or retain key personnel. • If any of our products is defective or found to contain contaminants, we may be subject to product recalls, individual or collective litigation and/or other liabilities. 7 Table of Contents • If we are not successful in obtaining and maintaining the necessary licenses in the countries in which we operate, we may be subject to fines, penalties, or other regulatory sanctions, which could negatively impact our business and cause us to incur additional costs. • We rely on third parties, including certain key suppliers, and, in certain circumstances, the termination or modification of the arrangements with such third parties or non-compliance with the Company’s sustainability guidelines or any failure to comply with laws and regulations by them could negatively affect our business. While we seek to mitigate these risks through contractual protections, supplier diversification and ongoing monitoring, there can be no assurance that such measures will be effective in all cases. • We may not be able to protect our intellectual property rights. • Our insurance coverage may be insufficient to make us whole on any losses that we may sustain in the future. • Our failure to obtain or renew surety bonds and letters of credit necessary in certain lawsuits on attractive terms or at all may adversely affect our liquidity, financial condition and business. • The ability of our foreign subsidiaries to distribute cash upstream may be subject to various conditions and limitations. • The relative volatility and illiquidity of securities of Brazilian companies may substantially limit your ability to sell our common shares and ADSs at the price and time you desire. • Our shareholders may not receive any dividends or IOC. • Future equity issuances may dilute the holdings of current holders of Ambev common shares or ADSs and could materially affect the market price for those securities. • Contractual and legal restrictions to which Ambev and its subsidiaries are potentially or allegedly subject may be triggered upon the consummation of certain transactions involving our indirect controlling shareholder, ABI, resulting in adverse limitations to our operations. • Our current controlling shareholder will be able to determine the outcome of our most significant corporate actions. Risks Relating to the Economy Sector in Which We Operate • Volatility in commodities prices may adversely affect our financial performance. • Negative publicity focusing on us or our products or on the way we conduct our operations may harm our business. • Competition could lead to a reduction of our margins, increase costs and adversely affect our profitability. • If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could be subjected to fines, penalties or other regulatory sanctions, as well as adverse press coverage, which could impact our reputation, operations and sales. Risks Relating to the Regulation Sector in Which We Operate • Increases in taxes levied on beverage products in the countries in which we operate and unfair competition arising from tax evasion may adversely affect our results and profitability. • Economic and political uncertainty and volatility in Brazil, and the perception of these conditions in the international financial markets, may adversely affect our business and the market price of our shares and ADSs. • We are subject to Brazilian and other antitrust regulations. 8 Table of Contents • Our business is subject to regulations in the countries in which we operate, and we may have our activities impacted by foreign legislation regarding social, environmental and climate issues. • Certain of our products may be subject to tax stamps, which may adversely affect our results and profitability. • The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy; Brazilian economic and political conditions have a direct impact on our business and the market price of our shares and ADSs. Risks Relating to Other Countries in Which We Operate • Our Latin America South operations are subject to substantial risks relating to the businesses and operations conducted in Argentina and other South American countries. • Continuing high rates of inflation in Argentina may have an adverse effect on the economy and our business, financial condition and results of operations. • Deterioration in economic and market conditions in Brazil and other emerging market countries, as well as in developed economies, may adversely affect the market price of our common shares and ADSs. • We operate a joint venture in Cuba, in which the Government of Cuba is our indirect joint venture partner. Cuba is still targeted by broad and comprehensive economic and trade sanctions of the United States. Our operations in Cuba may adversely affect our reputation and the liquidity and value of our securities. • The outbreak of infectious diseases, or the risk of an outbreak (e.g., pandemics, epidemics, including a potential new wave or variant of COVID-19), and government and other responses thereto are highly uncertain and unpredictable and may result in further adverse effects material to our business and may impact our ability to continue operating our business. Risks Relating to Social and Sustainability Matters • Natural and other disasters and accidents caused by human and technological errors could disrupt our operations. • Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our business or operations. • Scarcity or poor quality of water may negatively affect our production costs and capacity. • Our operations are subject to broad safety and environmental regulations, the non-compliance of which may pose significant financial, operational, reputational, litigation and regulatory risks related to environmental issues for us. • New sustainability regulations may be enacted, and this may result in increased costs for Ambev to comply with them. • Our commitment to social responsibility may result in the incurrence of additional costs, and we are subject to laws, regulations and other obligations in furtherance of human rights, social justice and labor standards that may expose us to additional contingencies. • Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for our products. 9 Table of Contents Risks Relating to Our Common Shares and ADSs • Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder distributions paid in Brazil in reais arising from Ambev’s common shares (including shares underlying the Ambev ADSs). • The surrender of ADSs may cause the loss of the ability to remit foreign currency abroad and of certain Brazilian tax attributes. • Certain shareholder entitlements may not be available in the U.S. to holders of Ambev ADSs. • Holders of Ambev ADSs may be unable to fully exercise voting rights with respect to the Ambev shares underlying their ADSs. • Our status as a foreign private issuer allows us to follow Brazilian corporate governance practices and exempts us from a number of rules under the U.S. securities laws and listing standards, which may limit the amount of public disclosures available to investors and the shareholder protections afforded to them. • As a Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S.-listed companies, which may result in Ambev’s shareholders having fewer or less well-defined shareholder rights than the shareholder rights of those companies. • Foreign holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other persons. • Judgments of Brazilian courts with respect to our shares will be payable only in reais. Risks Relating to Our Operations We face operational risks that can result in the partial or temporary shutdown of our operations, which may adversely affect our financial condition and results of operations. We face operational risks that may result in partial or temporary suspension of our operations and in loss of production. Such outages may be caused by factors associated with equipment failure, information system disruptions or failures (including due to cyberattacks), accidents, fires, strikes, weather, exposure to natural disasters, regional water crisis, electricity power outages and chemical product spills, accidents involving water reservoirs, availability of our suppliers to meet demand of raw and packaging materials, among other operational and environmental hazards. The occurrence of these events may, among other impacts, result in serious damage to our property, assets and reputation, a decrease in production or an increase in production costs, any of which may adversely affect our financial condition and results of operations. During the normal course of our business, we depend on the continuous availability of logistics and transportation networks, including roads, railways, warehouses and ports, among others. Such operations may be disrupted by factors beyond our control, such as social movements, natural disasters, electricity shortages and labor strikes. Any interruption in the supply of inputs for the operation of our industrial units or in the delivery of our products to clients could cause a material adverse impact on our results of operations. Moreover, the transportation and infrastructure system in Brazil and other countries we operate is under development and needs improvements so that it can work efficiently and serve better our business. Any significant interruptions or reductions in the use of transport infrastructure or in its operations in the cities where our distribution centers are located, may delay or impair our ability to distribute goods and cause our sales to drop, which may negatively impact our financial and operating results. Our results of operations are affected by fluctuations in exchange rates, and devaluation of the real or other currencies with which we operate relative to other currencies, including the U.S. dollar, which may adversely affect our financial performance. Most of our sales are in reais; however, a portion of our debt is denominated in foreign currencies, including U.S. dollars. In addition, a significant portion of our cost of sales, particularly those associated with packaging materials such as aluminum cans and polyethylene terephthalate (“PET”) bottles, as well as essential ingredients like sugar, hops, and malt, are denominated in or linked to the U.S. dollar. Accordingly, the recent volatility of the U.S. dollar/real exchange rate has had a notable impact on our cost structure in recent years. Therefore, any devaluation of the real or other currencies with which we operate when compared to those foreign currencies may increase our financial expenses and operating costs and could affect our ability to meet our foreign currency obligations. Although our current policy is to substantially hedge our cost of sales against changes in foreign exchange rates, we cannot assure you that such hedging will be possible, accurate or available at reasonable costs at all times in the future. 10 Table of Contents In addition, we have historically reported our consolidated results in reais. In 2025, we derived 44.4% of our net revenues from operating companies that have functional currencies that are not reais (that is, in most cases, the local currency of the respective operating company). Consequently, any change in exchange rates between our operating companies’ functional currencies and reais will affect our consolidated income statement and balance sheet. Decreases in the value of our operating companies’ functional currencies against reais will tend to reduce those operating companies’ contributions in terms of our financial condition and results of operations. We also incur currency transaction risks whenever one of our operating companies enters into transactions using currencies other than their respective functional currencies, including purchase or sale transactions and the issuance or incurrence of debt. Although we have hedging policies in place to manage commodity price and foreign currency risks, there can be no assurance that such policies will be able to successfully hedge against the effects of such foreign exchange exposure, particularly over the long term. The Brazilian currency has devalued frequently, including during the last two decades. Throughout this period, the Brazilian government has implemented various economic plans and utilized several exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. There have been significant fluctuations in the exchange rates between Brazilian currency and the U.S. dollar and other currencies. For example, as of December 31, 2024, the Brazilian real/U.S. dollar selling exchange rate was R$6.19 per U.S. dollar, reflecting a 27.9% depreciation against the U.S. dollar as compared to the exchange rate as of December 31, 2023. As of December 31, 2025, the Brazilian real/U.S. dollar selling exchange rate was R$5.50 per U.S. dollar, reflecting a 11.1% appreciation against the U.S. dollar as compared to the exchange rate as of December 31, 2024. As of February 18, 2026, the Brazilian real/U.S. dollar selling exchange rate was R$5.23 per U.S. dollar, reflecting a 4.9% appreciation against the U.S. dollar as compared to the exchange rate as of December 31, 2025. The devaluation of the real relative to the U.S. dollar may create additional inflationary pressures in Brazil by generally increasing the price of imported products and requiring recessionary governmental policies to curb aggregate demand. On the other hand, appreciation of the real against the U.S. dollar may lead to a deterioration of the current account and the balance of payments, as well as dampen export-driven growth. The potential impact of the floating exchange rate and measures of the Brazilian government aimed at stabilizing the real is uncertain. In addition, a substantial increase in inflation may weaken investor confidence in Brazil, impacting our ability to finance our operations through the international capital markets. Other exchange rate devaluations or political decisions related to exchange rates may impact our business as well. For instance, during the first quarter of 2021, Cuba carried out the unification of currencies and the process of elimination of the Cuban Convertible Peso, which resulted in a limited amount of hard currency available to transfer abroad and to acquire raw materials locally, mainly impacting Bucanero’s beer volume sold due to increasing costs of production and price of our Cuban products. Moreover, the Bolivian government’s historical practice of maintaining a fixed exchange rate has created imbalances in supply and demand for foreign currency. As a result, since 2023, Bolivia has been experiencing a shortage of U.S. dollars and other foreign currencies, impacting our international transactions. 11 Table of Contents Information technology failures, including failures to implement upgrades and new technologies effectively or those that affect the privacy and security of customers and business information, could disrupt our operations. We rely on information technology systems to process, transmit and store large amounts of electronic data, including personal information. A significant portion of communication between our personnel, customers and suppliers depends on information technology. As with all large systems, our information systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers’ attacks, or other security issues. We depend on information technology to enable us to operate efficiently and interface with customers, as well as to maintain in-house management and control. A critical aspect of this reliance is the collection and secure storage of non-public information from our employees, partners, and customers, including personal and payment data. Looking ahead, we continue to implement strategic initiatives and new technologies designed to grow our business, which are critical for the efficient functioning of our business. For example, we rely on digital platforms and related information technology systems to support core commercial and operational processes, including BEES platform, Zé Delivery (see “Item 4. Information on the Company—B. Business Overview—Customer Convenience—Zé Delivery, TaDa and BEES” for more information), and systems supporting our distribution centers and logistics network. We also collect and store non-public personal information that customers provide to purchase products or services, including personal information and payment information. For instance, we are in the final stages of implementing a new version of our main enterprise resource planning (ERP) system—S4 Hana, a SAP platform—which will enable us to book all transactional data used in our Brazilian operations. Any replacement or upgrades to our systems, along with the processes required to implement them, may cause occasional disruptions or delays that could impact our ability to run operations smoothly, fulfill orders, or deliver services to customers. These efforts, while promising, carry inherent costs and risks. There is no guarantee that our strategic initiatives will deliver the intended growth in revenue to offset implementation costs. Nonetheless, we remain focused on leveraging innovation to secure long-term business success. We may experience occasional system interruptions and delays that make our websites, in-house controls, and services unavailable or slow to run our business operations, including to respond and prevent us from efficiently accepting or fulfilling orders or providing services to our customers. Additionally, the concentration of processes in shared services centers means that any disruption could impact a large portion of our business within the operating regions we serve. Any implementation of new technology or transition of processes to, from or within shared services centers as well as other transformational projects, could lead to business disruptions. If we do not allocate, and effectively manage, the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers, or failure to attract new customers, lost revenues resulting from the disruption or shutdown of computer systems, unexpected failure of devices and software in use by our IT platforms, operations or supply chain disruptions, alteration, corruption or loss of accounting financial or other data on which we rely for financial reporting and other purposes, which could cause errors or delays in our financial reporting or the loss of or damage to intellectual property through a security breach. As with all information technology systems, our system could also be penetrated by outside parties with the purpose of extracting information, corrupting information or disrupting business processes. 12 Table of Contents We take various actions with the aim of minimizing potential technology disruptions – such as investing in intrusion detection solutions, proceeding with internal and external security assessments, building and implementing business continuity plans and reviewing risk management processes – but all of these protections may be compromised as a result of third-party security breaches, burglaries, cyberattack, errors by employees or employees of third-party vendors, of contractors, misappropriation of data by employees, vendors or unaffiliated third parties, or other irregularities that may result in persons obtaining unauthorized access to company data or otherwise disrupting our business. The sophistication of cybersecurity threat actors continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence, for nefarious purposes. Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse, falsification or unavailability of information could result in violations of data privacy laws and regulations, damage to our reputation or our competitive advantage, loss of opportunities to acquire or divest of businesses or brands and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net operating revenues. More generally, these or other similar technological disruptions can have a material adverse effect on our business, results of operations, cash flows or financial condition. We, as with all business organizations, are routinely subject to cyber-threats, however, while we continue to invest in new technology-monitoring and cyberattack prevention systems, no commercial or government entity can be entirely free of vulnerability to attack, or compromise given how rapidly and unpredictably techniques evolve to obtain unauthorized access or disable or degrade service. We are subject to risks associated with non-compliance with digital and data protection laws and regulations in the countries in which we operate and can be adversely affected by any penalties or other sanctions imposed. Our operations, particularly through digital platforms operated under direct-to-consumer, marketplace, and route-to-market models, expose us to a complex and evolving regulatory environment. These activities involve the use of digital interfaces and interactions with consumers, merchants, and third-party partners, and require compliance with a broad range of legal and regulatory obligations relating to data protection and privacy, cybersecurity, consumer protection, digital advertising, platform liability, and other digital rights. Any failure to comply with applicable requirements, or with their evolving interpretation and enforcement, may subject us to regulatory investigations, administrative penalties, civil liability, operational restrictions, increased compliance costs, and reputational harm, which could adversely affect our business, financial condition, and results of operations. In the ordinary course of our business, we process personal data relating to employees, dealers, customers, and consumers. As a result, we are subject to a broad and evolving set of data protection laws and regulations across multiple jurisdictions. In Brazil, this includes Law No. 13,709/2018, the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados or “LGPD”), which was enacted in 2018 and came into force in September 2020. Inspired by the General Data Protection Regulation of the European Union, the LGPD sets forth a comprehensive set of rules that reshaped how companies, organizations and public authorities collect, use, process and store personal data in the course of their activities. Among other provisions, the LGPD establishes: (a) detailed rules governing the collection, use, processing, and storage of personal data; (b) principles applicable to personal data processing; (c) a broad set of rights for data subjects; (d) specific requirements for security measures that must be implemented by data controllers and processors to safeguard such data; (e) notification obligations applicable in cases of security incidents involving personal data that may result in relevant risk or damage to data subjects; (f) security and governance measures to ensure the protection of personal data; and (g) restrictions and requirements applicable to the international transfer of personal data. In addition to Brazil, we are also subject to data protection laws in other Latin American jurisdictions in which we operate or may operate in the future, including the data protection regimes in Chile and Argentina, as well as the recently approved comprehensive data protection law in Paraguay. These laws share common principles with the LGPD, such as purpose limitation, data minimization, transparency, security obligations, and accountability, while also introducing jurisdiction-specific requirements, enforcement mechanisms, and sanctioning powers. Regulatory authorities have increasingly issued secondary regulations and guidance, which may expand compliance obligations and enforcement exposure. For example, the Brazilian National Data Protection Agency (“ANPD”), which oversees enforcement and compliance with the LGPD, has issued several resolutions further regulating key aspects of data protection, including international data transfers, the role and responsibilities of the Data Protection Officer, and procedures for reporting security incidents. Similar regulatory developments and supervisory actions may occur in other jurisdictions where we operate. 13 Table of Contents If we fail to comply with the LGPD, ANPD regulations, or applicable personal data protection laws in other jurisdictions, we may be subject to administrative sanctions and civil liability, including individual or collective claims for damages, as well as the application of sanctions under related legislation, such as the Consumer Protection Code (Código de Defesa do Consumidor) and the Brazilian Internet Act (Marco Civil da Internet). Accordingly, we have designed and implemented a privacy and information security governance framework and adopted technical, organizational, and administrative measures aimed at ensuring compliance with applicable data protection laws and reducing the risk of data breaches and information security incidents. However, notwithstanding these efforts and controls, certain risks remain inherent to our operations and technological environment. In particular, the adoption of remote and hybrid work arrangements for certain roles may increase our exposure to cybersecurity and information security risks. Although employees use company-provided devices and are subject to internal security policies, the home or personal networks on which they rely may not provide the same level of protection as our controlled corporate environment. This may heighten the risk of unauthorized access, data leakage, or other security incidents, potentially affecting our ability to safeguard sensitive information and ensure the continuity of our business operations. Despite the technical, organizational and administrative security measures we have implemented, our facilities, data repositories and systems may be vulnerable to security breaches, cyberattacks, acts of vandalism, computer viruses, misplaced or lost data, system failures, programming flaws, or human error. Malicious actors may attempt to gain unauthorized access to our database to misappropriate information for potentially fraudulent or other unlawful purposes. Our security controls may not be sufficient to prevent, detect, or mitigate all such incidents, and any successful breaches could result in adverse impact on our reputation, financial condition, and market value. Furthermore, if we are unable to prove that our systems and processes are properly designed to prevent, detect and respond to cybersecurity incidents, or if our response to an incident is deemed inadequate or untimely, we could be subject to significant penalties, enforcement actions, civil liability, and the loss of existing or future business relationships, in addition to potential claims by customers, dealers, or employees whose personal data may have been compromised. We are exposed to the risk of litigation. We are now and may in the future be party to legal proceedings and claims (including labor, environmental and climate, tax and alcohol-related claims) and significant damages may be asserted against us. See “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings”, and Note 27 to our audited consolidated financial statements as of and for the year ended December 31, 2025, included elsewhere in this annual report, for a description of our material litigation contingencies. Given the inherent uncertainty of litigation, it is possible that we might incur liabilities as a consequence of the proceedings and claims brought against us, including those that are not currently believed by us to present a reasonably possible chance of loss to us. Any changes to the risk assessments of chance of success of our cases could adversely affect our liquidity, financial position, and business. Our management may also be exposed to sanctions due to legal proceedings against its members involving our operations or due to their involvement in other businesses. Our tax contingency in Brazil has grown in recent years, and we expect it will continue to grow in the coming years, mainly because (1) its principal amount is adjusted on a monthly basis in accordance with the SELIC rate, the average interest rate on overnight operations collateralized by Brazilian federal government securities, or other equivalent interest rate, and (2) of the highly litigious environment in Brazil in connection with tax disputes. In addition, the highly complex tax legislation in Brazil reduces certainty of interpretation by taxpayers. This environment affects the economic sector generally. The National Treasury Attorney's Office (“PGFN”) reported that in 2025, there were R$5.42 trillion of tax credits under dispute. According to the 2025 “Justice in Numbers” report issued by the National Council of Justice, tax enforcements represented 29% of all the judicial cases pending resolution at the judicial level and 57% of all the ongoing enforcements in 2025, which evidences the highly litigious environment pertaining to tax matters in Brazil. 14 Table of Contents As the administrative phase of our tax proceedings ends and the judicial proceedings begin, we may be required to guarantee the amounts under discussion, through insurance bonds, bank guarantees, bank deposits or other types of assets or rights subject to attachment by law. We will continue to vigorously defend our position in connection with such disputes. On September 20, 2023, Law No. 14,689 (“Law 14,689/2023”), was enacted in Brazil, providing for the exclusion of fines imposed in tax administrative proceedings decided in favor of the Brazilian federal government following a tie-breaking vote at the federal administrative level. Law No. 14,689/2023 also exempts taxpayers that challenge federal administrative tie-vote decisions in court from being required to post surety bonds or similar guarantees, subject to the fulfillment of certain requirements to be set by the tax authorities. On January 20, 2025, Ordinance No. 95/2025 of the PGFN was enacted, regulating the provisions of Law No. 14,689/2023. Pursuant to this PGFN Ordinance, the exemption from posting surety bonds or similar guarantees is subject to the recognition by PGFN of the taxpayer’s ability to pay. As a result, the taxpayer is required to submit an application accompanied by certain documents, which will then be verified by the PGFN, including whether the taxpayer had a valid tax clearance certificate. In this sense, PGFN Ordinance No. 95/2025 equated the taxpayer’s ability to pay with a form of guarantee, which grants more flexibility to taxpayers that are able to comply with the requirements of this PGFN Ordinance. On July 31, 2025, PGFN’s Ordinance No. 95/2025 was amended to establish that the exemption from posting surety bonds or similar guarantees is only applicable to taxpayers that do not have enforceable tax debts enrolled as overdue tax liabilities and that do not have enforceable debts registered as outstanding in connection with the Brazilian Severance Pay Funds Contributions (“FGTS”). Additionally, on February 8, 2023, the Brazilian Supreme Court (“STF”) judged two leading cases (Extraordinary Appeals Nos. 949.297 and 955.227) and ruled that any given collegiate decision by the STF recognizing the constitutionality or unconstitutionality of taxes collected on an ongoing basis will cease the effects of the res judicata of a prior ruling that is contrary to the STF’s position, even if this prior ruling had become final and unappealable in the past. This opinion from by the STF has created legal uncertainty for Brazilian companies, which relied on final judicial decisions to carry out their tax procedures and that are now faced with this binding STF decision that allows the overturn of past unappealable decisions, which could materially impact their business and results. In April 2024, the STF rejected a motion for clarifications that was filed in connection with these two leading cases, pursuant to which it was requested that the effects of these decisions became applicable from February 2023 onwards, not impacting prior transactions/decisions. Likewise, in August 2025 STF rejected a second batch of motions for clarifications that were filed in connection to these two leading cases and STF’s decision on the matter became unappealable in October 2025. Although these decisions have no material impact on any tax credits already recognized by the Company and its subsidiaries, they may impact future tax credits in case the STF changes its binding view on a res judicata in place to the Company. Following these developments, Complementary Law No. 225, enacted on January 8, 2026, introduced significant changes to the Brazilian tax compliance framework. Among its provisions, the law empowers tax authorities to designate companies as “devedor contumaz” (chronic tax defaulter) if certain criteria are met, such as the accumulation of tax liabilities exceeding statutory thresholds and repeated instances of noncompliance over defined periods without valid justification. Once a company is classified as a chronic tax defaulter, it may be subject to significant penalties, including the suspension of its taxpayer registration (“CNPJ”), prohibition from participating in public bids or entering into contracts with government entities, loss of eligibility for tax incentives, and limitations on access to judicial recovery proceedings. These penalties could have a material adverse effect on our ability to operate, participate in public markets, and maintain financial stability, thereby exposing us to significant operational and reputational risks. Currently, the Company has not been classified as a chronic tax defaulter; therefore, the risks described above are not applicable as of this date. Moreover, companies in the alcoholic beverage and soft drink industries are, from time to time, exposed to collective suits (class actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of beer, other alcoholic beverages and soft drinks. As an illustration, certain beer and other alcoholic beverage producers from Brazil have been involved in class actions and other litigation seeking damages. Additionally, there has been an increase in litigation against large companies involving sustainability matters, including claims related to climate justice, net-zero targets and ambitions, greenwashing, climate-washing, supply chain commercial relationships, diversity and sustainability disclosure practices. As a result, we may also be subject to class actions or other litigation, including administrative proceedings, with respect to our sustainability practices since these issues have attracted increasing attention from investors and civil society on a global scale. 15 Table of Contents If any of these types of litigation were to result in fines, damages or reputational damages to us or our brands, this could have a material adverse effect on our business, results of operations, cash flows or financial position. Demand for our products may be adversely affected by changes in consumer preferences and tastes. We depend on our ability to anticipate and respond to evolving consumer preferences and tastes. Consumer demand can shift in unpredictable ways due to a variety of factors, including demographic changes, health and wellness concerns (including obesity), perceptions regarding product attributes and ingredients, changes in travel, vacation or leisure activity patterns and consumption occasions, weather conditions, consumer concerns regarding environmental impact caused by our products and their manufacturing processes, negative publicity or reputational harm, including as a result of regulatory actions or litigation involving us or comparable companies, and adverse economic conditions that reduce discretionary spending. Consumers may also shift to competitors’ offerings or reduce overall consumption in our categories. If we fail to anticipate or respond effectively to these changes, our business, results of operations, cash flows and financial condition could be adversely affected. We rely on the reputation of our brands and damage to their reputation may have an adverse effect on our sales. Our success also depends on maintaining and enhancing the image and reputation of our brands, including the brands that we produce, sell and distribute pursuant to licensing agreements, whether preserving the reputation of the existing products on our portfolio or building a favorable reputation for the new products. Any deterioration in brand image, whether due to actual or perceived concerns about product quality, could materially adversely affect our business, financial condition, and competitive position. A material event or series of events that damages the reputation of one or more of our brands could reduce their value and related revenues, and restoring the image and reputation of our products may be costly or even impossible. We regularly invest in marketing campaigns, sponsorships, promotional initiatives and proprietary events to support our brands and strengthen consumer engagement. These activities involve significant costs and execution risks, and there can be no assurance that they will achieve their intended objectives or generate the expected commercial or reputational benefits. Any failure, controversy, misconduct, safety incident or negative public perception associated with such activities may harm our brand image, attract adverse media coverage or regulatory scrutiny, and could adversely affect our business. Moreover, our marketing activities are subject to restrictions on advertising style, media, and messaging. For example, television advertising for beer and other alcoholic beverages is prohibited in some countries and heavily regulated in others. Any additional restrictions, or the introduction of similar rules in new markets, could limit our ability to build brand equity and negatively impact brand value and related revenues. We may not be able to recruit or retain key personnel. Our ability to develop, support and market our products depends on hiring and retaining skilled employees with specialized expertise. Failure to recruit or retain key personnel, or the unexpected loss of senior employees, including those from acquired companies, could undermine the execution of our strategic plans. We face various challenges inherent in the management of a large workforce across diverse regions and social contexts. Key employees may leave for reasons beyond our control, and the impact of such departures depends on factors such as our ability to recruit equally qualified individuals at a comparable cost and maintain a safe, and non-discriminatory work environment. There is no assurance that we will successfully attract or retain key employees, which could disrupt our operations and materially adversely affect our business, financial condition, and competitive position. If any of our products is defective or found to contain contaminants, we may be subject to product recalls, individual or collective litigation and/or other liabilities. We take precautions to ensure that our beverage products and our associated packaging materials (such as bottles, crowns, cans, and other containers) meet accepted food safety and regulatory standards. Such precautions include legal analysis prior to any new launch, quality control programs for primary materials, the production process, and our final products. We have established procedures to correct issues or concerns that are detected. 16 Table of Contents In the event that any failure to comply with accepted food safety and regulatory standards (such as contamination or defect) does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations. Furthermore, in 2025 Brazil faced a beverage poisoning crisis (the “methanol poisoning crisis”), which resulted in multiple cases of methanol poisoning and fatalities caused by the consumption of illicitly adulterated alcoholic beverages. This incident prompted the introduction of several bills in the Brazilian Congress aimed at strengthening regulations on the traceability of alcoholic beverages. Most of these bills are in the early stages of the legislative process, and as a result, no immediate regulatory changes are expected. However, over the medium to long term, if these proposals advance and ultimately be enacted into law, we may be subject to additional compliance requirements, potentially impacting our business activities and increasing our regulatory obligations. Although we maintain insurance policies against certain product liability risks (but not product recall), we may not be able to enforce our rights in respect of these policies, and, in the event that a contamination or defect occurs, any amounts that we recover may not be sufficient to offset any damage we may suffer, which could adversely impact our business, results of operations and financial condition. If we are not successful in obtaining and maintaining the necessary licenses in the countries in which we operate, we may be subject to fines, penalties, or other regulatory sanctions, which could negatively impact our business and cause us to incur additional costs. Our operations depend on obtaining and maintaining the necessary licenses and regulatory approvals issued by the competent authorities in the countries where we operate. We cannot guarantee that such licenses or regulatory approvals will be granted, renewed, or extended, and they may be withdrawn or subject to restrictive or onerous conditions. The absence of such authorizations could lead to suspension of the activities at specific plants or distribution centers, adversely affecting our results. In connection with granting or renewing licenses and regulatory approvals, authorities may require operational or facility changes, which could result in additional costs. We may also become subject to oversight by other public authorities beyond those we currently consider competent, which require further licenses, permits or authorizations. Finally, legislative and regulatory changes may require us to make changes to our plants to meet new requirements imposed by the relevant authorities. If we fail to obtain, maintain or timely renew the licenses and permits necessary for our activities, we could incur additional costs for the payment of any charges or even compromise our regular operation. Any of these factors that impact the non-obtaining or non-renewal of licenses and permits may cause us to incur additional costs, which may force us to revert resources to meet the legal requirements or compromise the regular operation of our activities. Furthermore, the development of activities without the proper licenses or in non-compliance with the licenses and their technical requirements may result in adverse consequences, such as: (i) infraction notices; (ii) application of successive fines; (iii) impediment to opening and operating units, even temporarily; (iv) interdiction or closing of units, even temporarily; (v) exposure to additional risk or loss of insurance coverage in the event of a safety and security accident or similar event; (vi) affecting an installation while a license is pending; and (vii) exposure of us, as well as our representatives, to other civil, administrative, and criminal sanctions. We may be adversely affected if one of our establishments closes, even if temporarily. 17 Table of Contents We rely on third parties, including certain key suppliers, and, in certain circumstances, the termination or modification of arrangements with such third parties or non-compliance with the Company’s sustainability guidelines or any failure to comply with laws and regulations by them could negatively affect our business. While we seek to mitigate these risks through contractual protections, supplier diversification and ongoing monitoring, there can be no assurance that such measures will be effective in all cases. We rely on third-party suppliers for a range of raw materials for our beer and non-beer products, and for packaging material, including aluminum cans, glass, kegs and PET bottles. We seek to limit our exposure to market fluctuations in the supply of these raw materials by entering into medium- and long-term fixed-price arrangements. We have a limited number of suppliers of aluminum cans, glass and PET bottles. Consolidation of the aluminum can industry, glass and PET bottle industry in certain markets in which we operate has reduced local supply alternatives and increased the risk of disruption to aluminum can, glass and PET bottle supplies. Although we generally have other suppliers of raw materials and packaging materials, the termination of or material change to arrangements with certain key suppliers, disagreements with those suppliers as to payment or other terms, or the failure of a key supplier to meet our contractual obligations or otherwise deliver materials consistent with current usage would or may require us to make purchases from alternative suppliers, in each case at potentially higher prices than those agreed with this supplier. Additionally, we may be subject to potential reputational damage if one of our suppliers violates applicable laws or regulations. These factors could have a material adverse effect on our business, results of operations, cash flow or financial condition. We have also entered into contracts with third parties to provide transportation and logistics services in connection with part of our products. The early termination of these contracts or our inability to renew them or negotiate new contracts with other service providers with similar conditions could adversely affect our financial and operating conditions. In addition, the majority of our suppliers of transportation operate under concessions granted by the Brazilian government and the loss or non-renewal of such concessions may also adversely affect our results of operations and financial condition. Moreover, if any of our suppliers and/or service providers fails to comply with laws or regulations, or applicable corporate policies and/or specific contractual clauses determined by us, including binding sustainability and corporate governance practices, such as social, environmental, climate, integrity, and labor laws, we may be subject to fines, administrative and legal proceedings, or other measures with an adverse impact on our business, results of operations and reputation. For further information, see “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Consolidated Financial Statements and Other Financial Information—Legal Proceedings—Ambev Third-Party Supplier—Labor Infractions and Lawsuits.” Additionally, we have licenses to bottle and/or distribute brands held by companies over which we do not have control. See “Item 4. Information on the Company—B. Business Overview—Licenses.” If we are unable to maintain such arrangements on favorable terms, this could have a material adverse effect on our business, results of operations, cash flows or financial condition. We may not be able to protect our intellectual property rights. Our future success depends significantly on our ability to protect our current and future brands and products and to defend our intellectual property rights, including trademarks, patents, domain names, industrial design, trade secrets, software and know-how. We have been granted numerous trademark registrations and patents covering our brands and products and have filed and expect to continue to file trademark and patent applications before the relevant intellectual property authorities in the variety of markets we conduct our business, always seeking to protect newly developed brands and products. Even after conducting thorough prior art and freedom-to-operate (“FTO”) searches, we cannot be sure that trademark and patent registrations will be issued with respect to any of our applications. Therefore, events such as the definitive rejection of our trademark applications before the authorities, the unauthorized use or other misappropriation of our trademarks may diminish their value and reputation, so that we may suffer negative impact on the operating results. Also, if the plants teams do not follow the correct instructions regarding confidentiality protocols to keep our trade secrets safe, we may lose the exclusivity of our product recipes. There is also a risk that we could, by omission, fail to renew a trademark, domain name, industrial design or patent on a timely basis or that our competitors will challenge, invalidate or circumvent any existing or future trademarks and patents requested by, issued to, or licensed by, us. In case of judicial questioning of any trademarks the judicial decision may negatively affect their use and may be prohibited from continuing to exploit them. Although we have put in place appropriate actions to protect our portfolio of intellectual property rights (including patent applications, trademark registration, domain names, software registration, trade secrets security protocols), we cannot be certain that the steps we have taken will be sufficient or that third parties will not infringe upon or misappropriate proprietary rights. If we are unable to protect our proprietary rights against infringement or misappropriation, it could have a material adverse effect on our business, results of operations, cash flows or financial condition, and in particular, on our ability to develop our business. In addition, any dispute or litigation related to intellectual property assets may be costly and time consuming due to the uncertainty of litigation on the matter. 18 Table of Contents Our insurance coverage may be insufficient to make us whole on any losses that we may sustain in the future. We maintain director and officer liability insurance, as well as other coverage required by law, contract, or deemed to be in our best interest. Even though we keep these insurance policies, we self-insure most of our insurable risk. Moreover, certain types of losses, such as those arising from wars, acts of terrorism, or natural disasters, are generally excluded from coverage because they are either uninsurable or not economically feasible to insure. The cost of some of our insurance policies may increase in the future, and insurers have become increasingly reluctant to provide coverage for these events. If we incur a material uninsured loss or a loss exceeding our insured limits, our business, financial condition, and results of operations could be adversely affected. Our failure to obtain or renew surety bonds and letters of credit necessary in certain lawsuits on attractive terms or at all may adversely affect our liquidity, financial condition and business. Certain agreements to which we are a party, and certain legal proceedings in which we are involved, require us to obtain and maintain surety bonds, letters of credit or similar financial instruments (e.g., bank products known as fiança bancária and/or seguro garantia) to secure the performance or payment of certain obligations and potential losses, respectively. We may be required to pay higher fees, post additional collateral or otherwise be subject to unfavorable terms and conditions when negotiating these products with financial institutions or insurers. In addition, if those negotiations fail, we may be required to use a substantial portion of our cash to secure such agreements and legal proceedings, which may materially and adversely affect our liquidity, financial condition, and results of operations. The ability of our foreign subsidiaries to distribute cash upstream may be subject to various conditions and limitations. Our ability to receive cash from foreign subsidiaries through dividends, intercompany advances, management fees, or other payments, depends largely on the availability of cash flows at the subsidiary level and may be restricted by applicable local laws and accounting principles. For example, cash balances held by our subsidiaries incorporated in Cuba cannot be remitted to us due to exchange controls regulations, while those held by our Bolivian subsidiary are subject to restrictions primarily due to the unavailability of foreign currency, although in both cases they remain available for use in our local operations. In particular, 44.4% (R$39.2 billion) of our total net revenues of R$88.2 billion in the year ended December 31, 2025, came from our foreign subsidiaries. For additional information, see Note 21 – Cash and Cash Equivalents and Investment Securities to our audited consolidated financial statements as of and for the year ended December 31, 2025, included elsewhere in this annual report. If we are unable to obtain sufficient cash flows from our foreign subsidiaries, we may face liquidity constraints that could impair our ability to efficiently allocate capital, including the payment of interest on shareholders’ equity, dividends and the execution of share buyback programs, negatively affecting our business, results of operations and financial condition. The relative volatility and illiquidity of securities of Brazilian companies may substantially limit your ability to sell our common shares and ADSs at the price and time you desire. Investing in securities of companies in emerging markets, such as Brazil, involves greater risk than investing in securities of companies from more developed countries, and those investments are generally considered speculative in nature. Brazilian investments, such as investments in our common shares and ADSs, are subject to economic and political risks, involving, among other factors: • changes in the Brazilian regulatory, tax, economic and political environment that may affect the ability of investors to receive payment, in whole or in part, in respect of their investments; and • restrictions on foreign investment and on repatriation of capital invested. The Brazilian securities markets are substantially smaller, less liquid and more concentrated and volatile than major U.S. and European securities markets. They are also not as highly regulated or supervised as those other markets. The relative illiquidity and smaller market capitalization of Brazilian securities markets may substantially limit your ability to sell the Ambev common shares and ADSs at the price and time you desire. 19 Table of Contents Our shareholders may not receive any dividends or IOC. According to our bylaws, we should pay to our shareholders 40% of our annual adjusted net income, calculated and adjusted pursuant to Brazilian Corporation Law in accordance with the mechanisms described in our bylaws as presented in our consolidated financial statements prepared under IFRS. The main sources for these dividends are cash flows from our operations and dividends from our operating subsidiaries. Therefore, that net income may not be available to be paid out to our shareholders in a given year. In addition, we might not pay dividends to our shareholders in any particular fiscal year based on the opinion of the Board of Directors that any such distribution would be inadvisable in view of our financial condition. While the law does not establish the circumstances rendering the payment of dividends inadvisable, it is generally agreed that a company does not need to pay dividends if such payment threatens its existence as a going concern or harms its normal course of operations. Additionally, Law No. 15,270, recently approved by the Brazilian National Congress and effective as of January 1, 2026, establishes that payments, credits, or distribution of profits and dividends by the same legal entity to the same individual resident in Brazil, in an amount exceeding R$50,000 within the same month, are subject to withholding income tax at a rate of 10% on the total amount, with multiple payments aggregated for this purpose. Furthermore, profits or dividends that are paid, credited, delivered, employed, or remitted abroad are also subject to withholding income tax at a rate of 10% on the entire amount, regardless of value. As a result, shareholders of the Company may have dividends subject to taxation, which could reduce the net amount of payments received and impact the overall return on their investments. Future equity issuances may dilute the holdings of current holders of Ambev common shares or ADSs and could materially affect the market price for those securities. We may in the future decide to offer additional equity to raise capital or for other purposes. Any such future equity offering could reduce the proportionate ownership and voting interests of holders of our common shares and ADSs, as well as our earnings and net equity value per common share or ADS. Any offering of shares and ADSs by us or our main shareholders, or a perception that any such offering is imminent, could have an adverse effect on the market price of these securities. Contractual and legal restrictions to which Ambev and its subsidiaries are potentially or allegedly subject may be triggered upon the consummation of certain transactions involving our indirect controlling shareholder, ABI, resulting in adverse limitations to our operations. Ambev and its subsidiaries are a party to certain joint ventures, distribution and other agreements, guarantees and instruments that may contain restrictive provisions that our contractual counterparties may try to interpret as being triggered upon the consummation of certain unrelated transactions of ABI. Some of those contracts may be material and, to the extent they may contain any such restrictive provisions, our counterparties may seek to enforce certain contractual remedies that may curtail material contractual rights and benefits that we have thereunder under the argument that ABI’s consummation of certain transactions has triggered the referred provisions. Similarly, unrelated transactions consummated by ABI may subject us to further antitrust restrictions in the countries in which we already operate. Any such restrictions may limit the amount and quality of business we conduct in each of those countries. Our current controlling shareholder will be able to determine the outcome of our most significant corporate actions. Our controlling shareholder, ABI, indirectly held shares in us representing 62.3% of our total and voting capital stock (excluding treasury shares) as of December 31, 2025. In addition, ABI together with Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“FAHZ”), held in aggregate 72.6% of our total and voting capital stock (excluding treasury shares) as of December 31, 2025. ABI has control over us, even though (1) ABI is subject to the Ambev shareholders’ agreement among IIBV, AmBrew and FAHZ dated April 16, 2013, and effective as of July 2, 2019(“Shareholders’ Agreement”), and (2) ABI is controlled by Stichting Anheuser-Busch InBev(“Stichting”) a foundation organized under the laws of the Netherlands, which represents an important part of interests of the founding Belgian families of Interbrew N.V./S.A.(“Interbrew”), mainly represented by EPS Participations S.à.R.L and Eugénie Patri Sébastien S.A., and the interests of the Brazilian families which were previously our controlling shareholders,represented by BRC S.à.R.L., (“Interbrew Founding Families”). For further information on these matters see “Item 4. Information on the Company—A. History and Development of the Company—The InBev-Ambev Transactions” and “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—The Shareholders’ Agreement.” 20 Table of Contents Our controlling shareholder is able to elect the majority of the members of our Board of Directors and Fiscal Council and generally determine the outcome of most other actions requiring shareholder approval, including dividend distributions, the consummation of corporate restructurings, issuances of new shares, sales of materials assets and bylaw amendments. Additionally, our controlling shareholder may have interests that differ from ours and may vote in a way that is adverse to the interests of our other shareholders. In addition, any reputational issues associated with our (direct or indirect) shareholders may adversely affect the trading price of our shares. Under Brazilian Law No. 6,404/1976 (“Brazilian Corporation Law”), the protections afforded to non-controlling security holders may differ from, or be less comprehensive than, the corresponding protections and fiduciary duties of directors applicable in the U.S. or other jurisdictions. See “Item 3. Key Information—D. Risks Factors—As a Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S.-listed companies, which may result in Ambev’s shareholders having fewer or less well-defined shareholder rights than the shareholder rights of those companies.” Risks Relating to the Economy Sector in Which We Operate Volatility in commodities prices may adversely affect our financial performance. A significant portion of our cost of sales is comprised of commodities such as aluminum, sugar, corn, wheat and PET bottles, the prices of which fluctuated in 2025. An increase in commodities prices directly affects our consolidated operating costs. Although our current policy is to mitigate our exposure risks to commodity prices whenever financial instruments are available, we cannot be sure that such hedging will be always possible or available at reasonable costs in the future. Set forth below is a table showing the volatility in 2025 prices of the principal commodities we purchase: Commodity High Price Low Price Average in 2025 Fluctuation Aluminum (US$/ton) 2,968.0 2,285.0 2,633.2 17.0% Sugar (US$ cents/pounds) 21.5 14.1 16.9 -23.9% Corn (US$/bushel) 5.0 3.7 4.4 -4.2% Wheat (US$/bushel) 6.0 5.0 5.3 -7.1% PET (US$/ton) 889.3 702.7 830.2 1.5% Sources: Aluminum LME, Sugar ICE, Corn CBOT, Wheat CBOT and PET IHS (formerly CMAI). Furthermore, on January 20, 2025, Donald Trump took office for a second non-consecutive term as the 47th President of the United States. Since returning to office, President Trump’s administration has reinforced protectionist economic policies, including the expansion of tariffs on a range of goods from key trading partners such as China, the European Union, Canada and Brazil. In relation to Brazil, for example, the U.S. government announced a 50% tariff on certain Brazilian imports, including industrial goods, commodities and agricultural products, which took effect, subject to certain exceptions, on August 6, 2025, citing concerns over alleged restrictions on freedom of speech and the political prosecution of former President Jair Bolsonaro. President Trump has also publicly threatened further trade actions against Brazil and other BRICS countries based on their association with Russia and their efforts to reduce dependence on the U.S. dollar in international trade. These measures have contributed to heightened geopolitical tensions, increased market volatility, and growing uncertainty regarding the future of international trade and capital flows. In relation to Canada, President Trump ordered 25% tariffs on imports from Canada in February 2025, and in August 2025 signed an executive order increasing tariffs on Canadian goods to 35% for all products not covered by the U.S.-Mexico-Canada trade agreement. On February 20, 2026, the U.S. Supreme Court determined that several tariffs implemented by the Trump administration were unconstitutional. In response to this decision, President Trump announced the immediate implementation of a 15% across-the-board tariff under section 122 of the Tariff Act. These tariffs are set to expire after 150 days unless extended by Congress. 21 Table of Contents Through our Canada business segment, we export some of our products to the U.S. market which may be subject to a 35% ad valorem tariff. We have no control over and cannot predict the effects of Donald Trump’s administration or policies, but the implementation of protectionist policies or reversal of free trade policies in the United States could adversely affect us, particularly the volatility in commodities prices and our financial performance. Negative publicity focusing on us or our products or on the way we conduct our operations may harm our business. Media coverage and publicity generally can exert significant influence on consumer behavior and actions. If the social acceptability of beer, other alcoholic beverages or soft drinks were to decline significantly, sales of our products could materially decrease. In recent years, there has been increased public and political attention directed at the alcoholic beverage and soft drink industries. This attention is a result of public concern over alcohol-related problems, including drunk driving, underage drinking, drinking while pregnant and health consequences resulting from the misuse of alcohol (for example, alcoholism), as well as soft-drink related problems, including health consequences resulting from the excessive consumption of soft drinks (for example, obesity). Factors such as negative publicity regarding the consumption of beer, other alcoholic beverages or soft drinks, publication of studies indicating a significant health risk from consumption of those beverages, or changes in consumer perceptions affecting them could adversely affect the sale and consumption of our products and harm our business, results of operations, cash flows or financial condition to the extent consumers and customers change their purchasing patterns. Key brand names are used by us, our subsidiaries, associates and joint ventures, and licensed to third-party brewers. To the extent that we or one of our subsidiaries, associates, joint ventures or licensees are subject to negative publicity, and the negative publicity causes consumers and customers to change their purchasing patterns, it could have a material adverse effect on our business, results of operations, cash flows or financial condition. As we continue to expand our operations, there is a greater risk that we may be subject to negative publicity or misinformation or disinformation (including through social media and other channels), in particular in relation to our businesses, environmental impacts, taxes, labor rights, corporate transparency, local work conditions, among others. Negative publicity or fake news that materially damages the reputation of one or more of our brands or our businesses could have an adverse effect on the value of that brand or our businesses and subsequent revenues from that brand or business, which could adversely impact our business, results of operations, cash flows and financial condition. Competition could lead to a reduction of our margins, increase costs and adversely affect our profitability. We compete with both brewers and other beverages companies. Globally, brewers, as well as other players in the beverage industry, compete mainly based on brand image, price, quality, distribution networks and customer service. Consolidation has significantly increased the capital base and geographic reach of our competitors in some of the markets in which we operate. Concurrently, competition in the beverage industry is expanding and the market is becoming more fragmented, complex and sophisticated as consumer preferences and tastes evolve. Competition may divert consumers and customers from our products. Competition in our various markets could cause us to reduce pricing, increase capital investment, increase marketing and other expenditures, prevent us from increasing prices to recover higher costs, and thereby cause us to reduce margins or lose market share. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. Innovation faces inherent risks, and the new products we introduce may not be successful, while competitors may be able to respond more quickly than we can to emerging trends. The purchasing decisions of consumers are affected by factors including brand recognition, product quality and performance, price and subjective preferences. Some of our competitors may have marketing investments substantially larger than ours. If our advertising, promotional and marketing strategies fail and if we are unable to offer new products to meet the market demands, our market share and results may be adversely affected. If we cannot introduce new products in a timely manner or if our end consumers believe that our competitors’ products are more attractive, our sales, profitability and our results of operations may be adversely affected. 22 Table of Contents Additionally, the unfair pricing practices in some markets and the lack of transparency, or even certain illicit practices, such as tax evasion and corruption, may skew the competitive environment, with material adverse effects on our profitability or ability to operate. If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could be subjected to fines, penalties or other regulatory sanctions, as well as adverse press coverage, which could impact our reputation, operations and sales. We are committed to conducting business in a legal and ethical manner in compliance with local and international laws and regulations applicable to our business. Nevertheless, there is a risk that our management, employees or other representatives may engage in acts that violate applicable anti-corruption laws and regulations, such as Brazilian Federal Law No. 12,846/2013 (known as the Clean Company Act, or “BCCA”) and the U.S. Foreign Corrupt Practices Act (“FCPA”). The BCCA imposes strict liability on companies for certain acts against the domestic and foreign public administration, including acts involving public officials. Under the BCCA, companies may be held liable for such acts and face administrative and judicial sanctions, including severe fines and disgorgement of profits, among other sanctions. When imposing sanctions under the BCCA, Brazilian authorities may consider whether a company has implemented an effective compliance program. Notwithstanding the BCCA and related Brazilian enforcement efforts, Brazil, as well as other countries in which the Company operates, still has a perceived elevated risk of corruption. To a certain degree, that may leave us exposed to potential violations of the BCCA, FCPA or other applicable anti-corruption laws and regulations. As a global brewer, we also operate our business and market our products in countries that may be subject to export control regulations, embargoes, economic sanctions and other forms of trade restrictions imposed by the United States, the United Nations and other participants in the international community. We have implemented an anti-corruption compliance program designed to detect, prevent and remediate potential violations of applicable anti-corruption laws. Nevertheless, there remains some risk that improper conduct may occur, thereby exposing us to potential liability and the costs associated with investigating and remediating such potential misconduct. Our existing internal controls and compliance procedures may not be sufficient to prevent or detect all improper conduct, fraud or violations of applicable laws by management, employees, or other representatives (agents, and other business partners). If we are not in compliance with anti-corruption and other similar laws, such as the BCCA and FCPA, we may be subject to administrative, civil and criminal penalties. This could harm our brand and reputation and have a material adverse impact on our business, financial condition, results of operations and prospects. Adverse press coverage also may result from having our name or brands associated with any misconduct and, even if unwarranted or baseless, could damage our reputation, brands and sales. Therefore, if we become involved in any investigations or other proceedings under the FCPA, BCCA or other applicable anti-corruption laws, our business could be adversely affected. Risks Relating to the Regulation Sector in Which We Operate Increases in taxes levied on beverage products in the countries in which we operate and unfair competition arising from tax evasion may adversely affect our results and profitability. Increases in levels of taxation in the countries in which we operate could adversely affect our profitability. Increases in taxes on beverage products usually result in higher beverage prices for consumers. Higher beverage prices generally result in lower levels of consumption and, therefore, lower net sales. Lower net sales result in lower margins because some of our costs are fixed and thus do not vary significantly based on the level of production. We cannot assure you that the countries’ governments will not increase current tax levels and that this will not impact our business. 23 Table of Contents Since 2018, the Brazilian federal government has implemented a series of changes to the IPI Excise Tax (Imposto sobre Produtos Industrializados, or “IPI Excise Tax”), applicable to transactions with concentrate units which resulted in reductions to the IPI Excise Tax rates and, consequently, to the value of IPI Excise Tax presumed credits associated with acquisitions of concentrate units acquired from companies located in the Manaus Free Trade Zone. These changes occurred through successive decrees that established different rates over time, including temporary rates. Since 2022, the IPI Excise Tax rate applicable to transactions with concentrate units has been set at 8% (Decree No. 11,182/2022). In 2024, the States of Maranhão, Rio Grande do Norte, Piauí and Alagoas increased their ICMS Value-Added Tax rate applicable to soft drinks (increases of up to 4%). These changes are scheduled to take effect from early 2025. In 2025, the State of Alagoas increased its ICMS Value-Added Tax rate to soft drinks (increases of up to 1.5%). This change is scheduled to take effect from early 2026. In addition, certain tax laws may be subject to controversial interpretations by tax authorities. If the tax authorities interpret the tax laws inconsistently with our interpretations, we may be adversely affected, including the full payment of taxes due, plus charges and penalties. On December 20, 2023, the Brazilian Congress approved a comprehensive consumption tax reform through the enactment of Constitutional Amendment No. 132/2023 which significantly overhauls the taxation of consumption in Brazil. The reform aims to simplify the tax consumption framework by replacing current indirect taxes (namely IPI, ICMS, ISS, PIS and COFINS) by a dual value-added tax system, or “Dual-VAT”, composed of a federal contribution on goods and services (Contribuição sobre Bens e Serviços or “CBS”), and a subnational goods and services tax (Imposto sobre Bens e Serviços, or “IBS”). In addition, it introduces a new excise tax (Imposto Seletivo, or “IS”) applicable to goods and services considered harmful to health or the environment, including alcoholic beverages and sugary drinks. The CBS will replace PIS and COFINS whereas the IBS will replace ICMS and ISS. In short, the Dual-VAT is designed as a broad-based, full non-cumulative tax, levied at the destination, with a limited number of rates and exceptions. Beginning in 2026, the tax reform will enter into a testing phase. Following this testing year, a gradual transition period will commence. In 2027, PIS and COFINS will be definitely replaced by the CBS. In the same year, IPI will be reduced to zero, except for certain products that are industrialized in the Manaus Free Trade Zone, and the IS will come into effect. From 2029 to 2032, IBS will increase progressively each year, while the ICMS and ISS, along with related tax incentives, will be gradually phased out. By 2033, the IBS will be fully implemented, and both the ICMS and ISS will be abolished. Additional regulations governing the IBS, CBS and IS were enacted on January 16, 2025 through Supplementary Law No. 214; however, tax rates have not yet been fully determined. In addition, on January 14, 2026, Supplementary Law No. 227/2026 was enacted, resulting from Bill of Law No. 108/2024. This law establishes the IBS Management Committee (Comitê Gestor do IBS – CG-IBS), outlines the administrative procedures applicable to the IBS, sets forth the rules for distributing IBS revenues among federative entities, and also regulates the ITCMD, while amending several provisions of Supplementary Law No. 214/2025. The Brazilian President vetoed some of the provisions of the Bill of Law No. 108/2024 when enacting Supplementary Law No. 227/2026 – such as the reduction in IBS and CBS tax rates for dairy beverages (such as chocolate milk and yogurt) and natural liquid foods made from vegetables, cereals, fruits, legumes, oilseeds, and tubers; the delegation of authority to the Board of Directors of Suframa to address tax authority verifications related to the basic production process in the Manaus Free Trade Zone and Free Trade Areas; and the definition of the concept of simulation for tax purposes – and these vetoes will be subject to the National Congress review. See “Item 4. Information on the Company—B. Business Overview—Taxation.” The implementation of the tax reform or of any modifications to the current applicable tax legislation, altering the taxes due and/or the tax incentives enjoyed by the companies could directly or indirectly impact our business. In 2024, the Brazilian federal government published rules on the implementation of Organization for Economic Cooperation and Development (“OECD”), Inclusive Framework on Base Erosion and Profit Shifting (BEPS), specifically the so called “Pillar Two”. In 2024, the Brazilian federal government published rules on the implementation of Organization for Economic Cooperation and Development (“OECD”), Inclusive Framework on Base Erosion and Profit Shifting (BEPS), specifically the so called “Pillar Two”. The Pillar Two is focused on implementing a global minimum tax designed to ensure that large multinationals pay a minimum effective tax rate of 15% in every jurisdiction in which they operate. The Pillar Two was addressed in Brazil through Provisional Measure (“MP”) No. 1,262 and Normative Ruling No. 2,224. On December 27, 2024, MP No. 1,262 was discarded, and a bill of law was approved and converted into Law No. 15,079, which became effective on January 1, 2025. 24 Table of Contents Furthermore, Provisional Measure No. 1,185/2023 was converted into Law No. 14,789/2023, which became effective on January 1, 2024. The law provided relevant changes in the federal taxation, such as: • Federal taxation of tax incentives: Apart from specific federal tax incentives for the development of the North and Northeast regions (“SUDAM” and “SUDENE” benefits), all other federal, state and municipal tax incentives will be subject to Corporate Income Tax (“IRPJ”) and PIS and COFINS taxation. A Corporate Income Tax (IRPJ) restricted tax credit may be granted to partially offset the federal taxation impacts, provided certain conditions are met and an authorization by the tax authorities is issued. See “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings—Tax Matters—Tax Proceedings Initiated By Us—Federal Taxation on VAT Incentives”. • Deductibility of Interest on Shareholders’ Equity (Interest on Capital, or “IOC”): Law No. 14,789/2023 also brought specific limitations for the deductibility of IOC payout mainly by means of limiting Net Equity’s accounts that could be considered for the calculation of a fully deductible IOC. Thus, as of January 1, 2024, our IOC basis was adjusted downwards by the value that was recorded in the “carrying value adjustments account” in connection with the stock swap merger carried out in 2013 that allowed us to move to a “one share, one vote” system. On May 22, 2025, the Brazilian Federal Government issued Decree No. 12,466/2025, significantly increasing the rates of the Tax on Financial Transactions (“IOF”) established under Decree No. 6,306/2007, which is the primary regulatory framework for IOF. Shortly thereafter, Decree No. 12,467/2025 introduced complementary provisions to broaden the scope of these changes. Under these measures, the standard IOF rate for most foreign exchange transactions involving outbound remittances rose from 0.38% to 3.5%, short-term foreign loans – previously exempt – became subject to a 3.5% rate, and the IOF cap on domestic long-term credit transactions increased from 1.88% to 3.95%. Subsequently, on June 11, 2025, Decree No. 12,499/2025 was enacted, consolidating and largely reproducing the previous measures with minor adjustments. On June 27, 2025, the Brazilian Congress approved Legislative Decree No. 176/2025, which fully and immediately suspended the effects of the IOF decrees mentioned above, reinstating the original rates under Decree No. 6,306/2007. In response, the Federal Government challenged Legislative Decree No. 176 before the STF. Initially, on June 30, the STF suspended the effects of all related decrees. However, in a new preliminary ruling issued on July 17, the Court reinstated the effects of Decree No. 12,499/2025, except for provisions applicable to supplier risk transactions, which were deemed to violate the principle of tax legality. This judicial decision remains subject to review and may be modified or confirmed. The implementation of Decree No. 1,499/2025 or of any posterior modifications, could directly or indirectly cause an adverse financial or operational impact on the Company. On March 18, 2025, the Executive Branch of the Brazilian federal government submitted Bill No. 1,087/2025, which proposed significant changes to personal income taxation, including an expanded exemption threshold, progressive rates for middle-income brackets, and a minimum tax for high-income individuals, as well as taxation on dividends. This bill was approved by the National Congress and converted into Law No. 15,270 on November 26, 2025. The new rules under Law No. 15,270 became effective as of January 1, 2026. Specifically with respect to dividends, the Law establishes that, starting January 2026, payments, credits, or deliveries of profits and dividends by the same legal entity to the same individual resident in Brazil, in an amount exceeding R$50,000 within the same month, are subject to withholding income tax at a rate of 10% on the total amount, with multiple payments aggregated for this purpose. In addition, profits or dividends paid, credited, delivered, employed, or remitted abroad are subject to withholding income tax at a rate of 10% on the entire amount, regardless of value. Finally, on December 26, 2025, the Brazilian government enacted Supplementary Law No. 224/2025, which provides for a 10% reduction in certain federal tax incentives and increases income taxation applicable to betting companies and fintechs, with no material impacts on the Company. In addition, pursuant to the Supplementary Law, the withholding income tax rate applicable to Interest on Equity was increased by 2.5 percentage points, from 15% to 17.5%, for amounts declared as from January 2026. 25 Table of Contents Economic and political uncertainty and volatility in Brazil, and the perception of these conditions in the international financial markets, may adversely affect our business and the market price of our shares and ADSs. Our most significant market is Brazil, which has periodically experienced rates of inflation higher than expected. Inflation, along with governmental measures to fight inflation and public speculation about possible future measures, has had significant negative effects on the Brazilian economy. The annual rate of inflation, as measured by the Broad National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo - IPCA), was 4.63% in 2023, 4.83% in 2024 and 4.26% in 2025. Brazil may continue to experience high levels of inflation in the future and such inflationary pressures may lead to the Brazilian government intervening in the economy and introducing policies that could adversely affect the Brazilian economy, the securities market and our business. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. Inflationary pressures in Brazil present notable challenges to our operations, affecting both our cost and expense structure and consumer demand dynamics. For additional information on such effects, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results - Brazilian Economic Environment and Inflation Impacts” for more information. The Brazilian Central Bank’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil, or “COPOM”) frequently adjusts the interest rate in situations of economic uncertainty to achieve goals established in the Brazilian federal government’s economic policy. As of December 31, 2023, the SELIC rate was 11.75% per annum. In 2024, COPOM reduced the SELIC rate to 10.50% per annum and subsequently increased it to 12.25% per annum by the end of the year. In 2025, COPOM resumed tightening, raising the SELIC rate from 13.25% per annum in January to 15.00% per annum in June, and it remained at 15.00% thereafter. As of the date hereof, the SELIC rate was 15.00%. We cannot assure you that inflation will not affect our business in the future. Consumption of beer, other alcoholic beverages and soft drinks in many of the jurisdictions in which we operate, including Brazil, is closely linked to general economic conditions, such that levels of consumption tend to rise during periods of rising per capita income and to fall during periods of declining per capita income. Consumption of beer and other alcoholic beverages also varies in accordance with changes in disposable income. Any decrease in disposable income resulting from an increase in inflation, income taxes, cost of living, unemployment levels, political or economic instability or other factors would likely adversely affect the demand for beer, other alcoholic beverages, soft drinks and other non-alcoholic beverages, as well as our results of operations. Moreover, the instability and uncertainty in the Brazilian economic and political scenario may continue to adversely affect the demand for our products, which in turn may negatively impact our operations and financial results. In addition, Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Periods of political uncertainty may reduce investors and consumer confidence, and contribute to economic deceleration and heightened volatility in the securities of Brazilian issuers. In recent years, Brazil has experienced significant political and institutional developments following the 2022 presidential election. In January 2023, large-scale demonstrations took place in Brasilia, which escalated into violent acts, including the invasion and vandalism of key government buildings such as the National Congress, the Supreme Federal Court, and the Presidential Palace. These events triggered criminal investigations and judicial proceedings against those involved, highlighting a scenario of political and institutional tension that may lead to further uncertainty. Further, the former president Jair Messias Bolsonaro was the subject of several inquiries related to potential misconduct committed during his term of office following allegations made by the former Minister of Justice as well as a Parliamentary Committee Inquiry (Comissão Parlamentar de Inquérito, or “CPI”) focused on the president’s handling of the COVID-19 pandemic, including the potential misuse of government funds and other matters. Furthermore, the federal police formally indicted Bolsonaro in November 2024 of attempting a coup plot to remain in office after his defeat in the 2022 election. In February 2025, Brazil’s Prosecutor-General’s Office filed charges against Bolsonaro at the Supreme Court. In September 2025, the Supreme Court found Bolsonaro guilty of five criminal counts, including participation in an armed criminal organization, attempted violent abolition of the democratic rule of law, attempted coup, qualified damage and deterioration of protected heritage property, and sentenced him to 27 years and three months in prison. On November 22, 2025, Bolsonaro was arrested by the federal police after attempting to tamper with his electronic ankle monitor and being deemed a flight risk. These and other political and institutional developments may contribute to uncertainty and volatility in Brazil, which could adversely affect macroeconomic conditions (including consumer confidence, credit availability, inflation and foreign exchange rates) and increase volatility in the market price of securities issued by Brazilian companies, including ours. 26 Table of Contents Additionally, Brazil will hold presidential elections in 2026, an event that has historically been associated with heightened political and economic uncertainty. Electoral periods in Brazil often lead to increased volatility in financial markets, shifts in economic policy, and changes in regulatory priorities, which could adversely affect macroeconomic conditions and investor confidence. Any resulting instability may negatively impact consumer spending, credit availability, and overall business activity in the country, which could, in turn, affect our operations, financial condition, and results of operations. Ultimately, we cannot predict the scope, nature and impact of any policy changes or reforms (or reversals thereof) that the newly elected president’s administration may implement, particularly the scope, viability, and effectiveness of the ongoing tax reforms, which could result in further political and economic instability and negatively impact the regulatory framework in which we operate, which in turn could adversely affect our businesses, financial condition and operating results. Likewise, we cannot predict how the new administration may impact the overall stability, growth prospects and economic and political health of the country. In addition, any effort on the part of the Brazilian government to preserve economic stability, as well as any public speculation about possible future initiatives, may contribute significantly to economic uncertainty in Brazil and may heighten volatility in the Brazilian securities markets and securities issued abroad by Brazilian issuers. It is also difficult to assess the impact that turmoil in the credit markets will have in the Brazilian economy, and as a result on our operations and financial results in the future. A failure by the Brazilian government to implement reforms may result in diminished confidence in the Brazilian government’s budgetary condition and fiscal stance, which could result in downgrades of Brazil’s sovereign foreign credit rating by credit rating agencies and the rise of risk premium, negatively impacting Brazil’s economy and leading to further depreciation of the real and an increase in inflation and interest rates, adversely affecting our businesses, financial condition and results of operations. We are subject to Brazilian and other antitrust regulations. As any company operating in Brazil, we are subject to the Brazilian antitrust law and regulation, which sets forth the conducts that should be considered a violation to the economic order and the penalties applied. We have a substantial share of the beer market in Brazil and thus we are subject to scrutiny and enforcement by Brazilian antitrust authorities (mainly the Administrative Council for Economic Defense, or “CADE”). We are committed to conducting business in a legal manner, having implemented what we understand to be a sound competition compliance program to prevent anticompetitive practices. Nevertheless, from time to time, we are and may become involved in litigation, investigations and other legal or administrative proceedings relating to antitrust claims arising from allegations of violations of laws, regulations or acts, either from competitors, clients and other third parties or initiated by CADE. Therefore, we cannot assure you that Brazilian antitrust regulation and decisions will not affect our business in the future. We also have substantial share of the beer market in other countries, such as Argentina, Bolivia, Uruguay, Paraguay, Panama, the Dominican Republic and Canada, in which our operations are subject to scrutiny by local antitrust authorities. We cannot assure you that local antitrust regulations will not affect our business in such other countries in the future. Our business is subject to regulations in the countries in which we operate, and we may have our activities impacted by foreign legislation regarding social, environmental and climate issues. Our business is regulated by federal, state and municipal laws and regulations governing many aspects of our operations, including brewing, marketing and advertising, consumer promotions and rebates, workplace safety, transportation, environmental aspects, distributor relationships, retail execution, sales and data privacy, among others. In addition, as a public company in Brazil, we are also subject to the Brazilian Securities Law and the oversight of the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”), in connection with our public securities. We may be subject to claims that we have not complied with existing laws and regulations, which could result in fines, penalties and additional obligations such as disclosure of additional information, change of current practices, product recall, among others. 27 Table of Contents In Brazil, the Ministry of Agriculture and Livestock (Ministério da Agricultura e Pecuária, or “MAPA”) and its local departments are responsible for regulating, overseeing, and promoting agricultural and livestock activities. All units involved in the production of beer, wine, soft drinks, juices, malt, seed processing, and coproducts operation for animal feed or subproducts are inspected and operated according to the MAPA regulations to ensure sanitary safety, traceability, and compliance with established standards. Products under the jurisdiction of MAPA have a registration certificate number, which must be included on the product label. Moreover, some products and beverages (i.e., energy drinks) may be subject to the regulations issued by the Brazilian National Health Regulatory Agency (Agência Nacional de Vigilância Sanitária, or “ANVISA”). ANVISA is the central regulatory body responsible for standardizing, controlling, and monitoring products and services that pose a risk to public health, including food and beverages, working to ensure the sanitary safety, quality, identity, and conformity of products. In plants that produce products within its jurisdiction, such as liquid compounds and food supplements, this monitoring also focuses on good manufacturing practices, composition, standardization, and classification. Also, ANVISA's activity issues regulations and authorizes the use of new ingredients. All beverages under its jurisdiction must have registration or notification of commencement of manufacture and/or commercialization, according to the category and sanitary risk. We may be subject to laws and regulations aimed at reducing the availability of beer and carbonated soft drink (“CSD”) beverages, in some of our markets to address alcohol abuse, underage drinking, health concerns and other social issues. For example, certain Brazilian states and small municipalities in which we operate have enacted legislation restricting the hours of operations of certain points of sale, prohibiting the sale of CSDs in schools and imposing restrictions on advertisement of alcoholic beverages. The Brazilian Congress is also evaluating proposed regulation imposing hygienic seals on beverage cans, as well as regulation on the consumption, sales and marketing of alcoholic beverages, including beer which, if enacted, may impose restrictions on the advertisement of alcoholic beverage products on television during specified times of the day and the hours of operation of certain points of sale, among other things. The beverage poisoning crisis in Brazil in 2025, has also prompted the introduction of bills aimed at strengthening regulations on the traceability of alcoholic beverages. Furthermore, there are legal proceedings pending before Brazilian courts that may lead to restrictions on advertisement of alcoholic beverages. These rules and restrictions may adversely impact our results of operations. For further information, see “Item 4. Information on the Company—B. Business Overview—Regulation.” We may be unable to timely comply with recently enacted laws and regulations in the countries we operate or to comply with laws and regulations in countries we recently started to operate. There is a global trend of increasing regulatory restrictions with respect to claims regarding health and wellness in alcoholic products, the sale of alcoholic and CSD beverages. Compliance with such regulatory restrictions can be costly and may affect earnings in the countries in which we operate. Additionally, the trend towards the multiplication of regulations aimed at regulating sustainability issues in the international jurisdictions where we conduct our businesses can result in complex regulatory obligations, with compliance actions to be implemented throughout the value chain, which may lead to high compliance costs and, in the event of non-compliance, reputational, financial and operational damage, as well as limitations on accessing external consumer markets. Certain of our products may be subject to tax stamps, which may adversely affect our results and profitability. Fiscal stamps, whether physical, digital, or printed, are commonly utilized by local governments as a policy to mitigate the commercialization of illicit alcohol, focusing on combating tax evasion. For example, in Brazil, Article 36 of Provisional Measure 2.158-35/2001 mandates the installation of a flow measurement system for beers and soft drinks. This legal provision was subsequently supplemented by Article 35 of Law No. 13.097/2015. The last system implemented by the Brazilian Internal Revenue Office (“Brazilian RFB”) was the Beverage Production Control System (“Sicobe”), which was deactivated in 2016, through Declaratory Acts 75/2016 and 94/2016. 28 Table of Contents In December 2024, the Brazilian Federal Court of Accounts published Ruling No. 2.615/2024, determining that the Brazilian RFB should resume the installation of a production measurement system for beverages, in accordance with the legislation still formally in force. In February 2025, the Brazilian RFB enacted Ordinance No. 2251/2025, revoking all normative acts provided for the installation and operation of a production measurement system for beers and soft drinks. Subsequently, in March 2025 the Federal Court of Accounts published Ruling No. 607/2025, reinforcing that the Brazilian RFB should resume the installation of a production measurement system. Given the resulting legal uncertainty, on April 3, 2025 the Federal Government filed Writ of Mandamus No. 40.235/DF before the STF, requesting a preliminary injunction, and arguing, among other points, that the Brazilian RFB has the authority to suspend the implementation of the production measurement system and that the Brazilian Federal Court of Accounts exceeded its jurisdiction. On April 4, 2025, the STF granted the preliminary injunction suspending the effects of the Federal Court of Accounts rulings on this matter. As a result, on April 8, 2025, the Brazilian RFB enacted Ordinance No. 2,262/2025, revoking the effects of Ordinance No. 2260/2025, which in practical terms resulted in the reinforcement that no measures shall be adopted for the installation and implementation of a production measurement system of beers and soft drinks. It is expected that throughout 2026 STF will issue a decision on the merits of the Writ of Mandamus No. 40.235/DF, to definitively settle this matter. Depending on the Brazilian Supreme Court decision, measures may be adopted to reactivate Sicobe or another production measurement system that may replace it, which could lead to controversies regarding who will bear its implementation and maintenance costs. In case Sicobe or another production measurement system is reactivated in Brazil, we will be subject to additional tax obligations which may adversely affect our business. The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy; Brazilian economic and political conditions have a direct impact on our business and the market price of our shares and ADSs. The Brazilian economy has been characterized by significant government involvement, and Brazilian authorities have in the past adopted and continue to adopt measures that may influence economic activity, inflation and financial markets. These measures have included, among others, changes in monetary and credit policies (including adjustments to the Brazilian Central Bank’s policy interest rate), changes in tax and fiscal policies, foreign exchange and capital flow measures, and trade-related measures. Government actions and policy uncertainty concerning the economy may have important effects on Brazilian corporations and other entities, including Ambev, and on market conditions and prices of Brazilian securities. Our financial condition and results of operations may be adversely affected by the following factors and the Brazilian government’s response to the following factors: • devaluations and other exchange rate movements. • inflation. • interest rates and monetary policy. • fiscal policy and changes in tax laws. • liquidity of domestic capital and lending markets. • growth or downturn of the Brazilian economy. • employment levels and labor regulation. • social instability. • energy shortages. 29 Table of Contents • water rationing. • import and export controls. • exchange controls, including restrictions on remittances abroad. • natural and other disasters and public health events (including epidemics and pandemics), and related governmental responses. • other political, diplomatic, social and economic developments in or affecting Brazil. Uncertainty as to whether the Brazilian federal government will implement changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic uncertainty in Brazil, including heightened volatility and reduced liquidity in the Brazilian capital markets and in securities issued by Brazilian issuers. In the past, deterioration in fiscal conditions and macroeconomic volatility contributed to sovereign credit rating downgrades, including the loss of Brazil’s investment-grade status by major credit rating agencies in 2015-2016, which reduced capital inflows and increased financing costs for Brazilian issuers. We cannot predict the measures that the Brazilian federal government will take in response to macroeconomic pressures or otherwise. Periods of economic and political uncertainty, together with external shocks such as the COVID-19 pandemic and subsequent inflation and interest-rate volatility, may negatively affect investor and consumer confidence and contribute to volatility in Brazilian financial markets, which may also adversely affect us. In addition, tighter global financial conditions and heightened uncertainty in global trade policy may increase volatility in emerging markets financial conditions, including Brazil. In spite of financial volatility, Brazil’s GDP grew 3.4% in 2024 and 2.4% in 2025. Risks Relating to Other Countries in Which We Operate Our Latin America South operations are subject to substantial risks relating to the businesses and operations conducted in Argentina and other South American countries. We own 100% of the total share capital of Latin America South Investment, S.L. (“LASI”), which is a holding company with operating subsidiaries in Argentina and other South American countries. As a result, LASI’s financial condition and results of operations may be adversely affected by the political instability, fluctuations in the economy and governmental actions concerning the economy of Argentina and the other countries in which its subsidiaries operate and, consequently, affect our consolidated results. The results of our Argentinian operations have been significantly impacted in recent years by political instability, fluctuations in the Argentine economy (such as the devaluation of the Argentine peso relative to the U.S. dollar), governmental actions concerning the economy of Argentina (such as Argentina’s selective default on its restructured debt in July 2014), inflation and deteriorating macroeconomic conditions in the country (See “Item 3. Key Information—D. Risk Factors—Risks Related to Other Countries in Which We Operate—Continuing high rates of inflation in Argentina may have an adverse effect on the economy and our business, financial condition and results of operations”). Continued deterioration of the Argentine economy, or new foreign exchange, price controls, export repatriation or expropriation regimes could adversely affect our liquidity and ability to access funds from Argentina, our financial condition and operating results. The recent devaluations of the Argentine peso relative to the real, and further devaluations of the Argentine peso in the future, if any, may decrease our net assets in Argentina, with a balancing entry in our equity. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Operations”. Our results of operations are affected by fluctuations in exchange rates, and devaluation of the real or other currencies with which we operate relative to other currencies, including the U.S. dollar, which may adversely affect our financial performance.” 30 Table of Contents In November 2023, Argentina elected Javier Milei as its new president, with views to fix an economy battered by soaring inflation, a looming recession and rising poverty, officially assuming office on December 10, 2023. Argentina’s political environment remains volatile under President Milei’s administration, which has implemented an aggressive fiscal-adjustment and market-liberalization agenda, including deep public-spending cuts, deregulation initiatives and efforts to overhaul monetary and exchange-rate frameworks. Although Milei’s coalition strengthened its congressional support following its strong performance in the 2025 midterm elections, the scope, pace and social impact of these reforms continue to generate political polarization, institutional uncertainty and risks of social unrest, all of which may affect Argentina’s macroeconomic stability and the ability if companies with Argentine exposure to operate normally. There is no guarantee that Milei will be successful in improving the macroeconomic scenario in relevant and sustainable ways and, likewise, we cannot predict the scope and effectiveness of any reforms he may implement, which are considered radical. If the economic or political situation in Argentina deteriorates, our Latin America South operations may be subject to restrictions under new Argentine foreign exchange, export repatriation or expropriation regimes that could adversely affect our liquidity and operations, and our ability to access funds from Argentina. In 2025, Argentina’s inflation reached 31.0% declining 86.8pp when compared to the 2024 inflation of 117.8%, which led the Argentine Central Bank to decrease its reference interest rate (BADLAR) by 81.5pp, ending the year at 25.9%. In 2025, the currency went from 1,031 ARS/USD to 1,452 ARS/USD (a 40.8% devaluation), a deterioration when compared to the 21.6% devaluation in 2024. In light of Argentina’s ailing economy and market’s concerns, including as a result of increases in corporate income tax, our liquidity and operations, as well as our ability to access funds from Argentina could be adversely affected to the extent the economic or political situation in Argentina deteriorates, or if foreign exchange restrictions are further implemented in the country. It is also difficult to assess the impact that the changes to the Argentine political scenario will have in the Argentine economy and, as a result, on our future operations and financial results. In addition, Bolivia is experiencing a period of heightened political and economic uncertainty following the August 2025 general election, in which centrist candidate Rodrigo Paz won the presidency after years of dominance by the Movement towards Socialism party (Movimiento al Socialismo, or “MAS”). The outgoing Luis Arce administration left significant macroeconomic imbalances, including persistent fiscal pressures, declining international reserves, foreign-currency shortages and recurring fuel-supply disruptions, which continue to weigh on investor sentiment. By the end of 2023, net foreign reserves fell to $1.9 billion, the lowest level in 18 years. In 2024, the Bolivian central bank’s net foreign reserves remained stable compared to 2023. In 2025, the Bolivian central bank’s net foreign reserves increased to $3.7 billion compared to 2024. Although the new administration has signaled a more market-friendly approach, its ability to implement reforms is constrained by a fragmented legislature and the potential for social unrest, increasing the risks of policy reversals, regulatory volatility and disruptions that could adversely affect foreign investment, cross-border financing and the operations of companies with exposure to Bolivia. Furthermore, in December 2021, Gabriel Boric was elected Chile’s new president, defeating José Antonio Kast, in an election marked by political polarization. Boric’s government plan included promises to increase taxes on the highest income bracket as well as large companies, reforming the current pension system, and creating a universal fund to finance public and private health. Mr. Boric was sworn in as president in March 2022. In November 2025, Chile held presidential and parliamentary elections that resulted in a political shift, with José Antonio Kast elected president following a December runoff and a fragmented Congress with no clear majority. This divided political landscape may limit the new administration’s ability to advance reforms and could increase uncertainty regarding future public policies and the regulatory and economic environment in Chile. In 2023, the Chilean economy showed signs of recovery following a negative macroeconomic scenario in recent years. During 2024, the government enacted a number of significant fiscal and regulatory reforms. In August 2024, Law N° 21.683 amended Chile’s fiscal responsibility framework and incorporated a medium-term gross public debt anchor (prudential level), of 45% of GDP. A tax compliance law was also enacted in September 2024, which aims to increase revenue to finance future increases in retirement pensions and other social welfare spending. In 2024, Chilean GDP increased by 2% as compared to 2023, reflecting higher exports (mainly copper, lithium and cellulose), stronger private consumption and lower unemployment rates. From 2025 onwards, Chile’s economic outlook remains exposed to external risks, including commodity price volatility and global financial conditions, while domestically fiscal constraints and a polarized political environment may limit further reforms and increase uncertainty regarding economic growth and the regulatory framework. 31 Table of Contents It is difficult to assess the impact that the changes to the Bolivian and Chilean political scenario, as well as other Latin American countries, will have on their respective economies and, as a result, the effect on our results of operation and financial position. Political developments in Latin America, including government deadlock, political instability and civil strife could impact our Latin America South operations and have a material adverse effect on our business, financial condition, and results of operations. Continuing high rates of inflation in Argentina may have an adverse effect on the economy and our business, financial condition and results of operations. Following the categorization of Argentina in our results for the third quarter of 2018 as a country with a three-year cumulative inflation rate greater than 100%, the country is considered as a hyperinflationary economy in accordance with IFRS rules (IAS 29), requiring us to restate the results of our operations for the year ended December 31, 2018, in hyperinflationary economies for the change in the general purchasing power of the local currency, using official indices before converting the local amounts at the closing rate of the period. Historically, high rates of inflation have undermined the Argentine economy and the Argentine government’s ability to foster conditions for stable growth. High rates of inflation may also undermine Argentina’s competitiveness in international markets and adversely affect economic activity and employment, as well as our business, financial condition and results of operations. Argentina continues to face inflationary pressures, including higher fuel, energy and food prices, among other factors. According to INDEC, the country’s National Consumer Price Index (“CPI”) increased by 31.5% in 2025, 117.8% in 2024 and 211.4% in 2023. On January 7, 2026, the Argentine Central Bank (“BCRA”) published the December 2025 Survey of Market Expectations (Relevamiento de Expectativas de Mercado, or “REM”), based on responses collected between December 23 and December 30, 2025. The REM indicated market expectations for inflation of 20.1% in 2026 and 12.7% in 2027. While these projections indicate a continued slowdown in inflation, uncertainties remain regarding the effectiveness and sustainability of the government’s policies. Key factors influencing Argentina’s inflationary environment include: • Tariff Adjustments: The government’s increases in electricity, gas and fuel prices in 2024 have exerted cost inflationary pressure, particularly on businesses and consumers. While these adjustments are part of broader fiscal reforms, they contributed to short-term price increases in essential goods and services. • Exchange Rate Policy: The slowdown in the crawling peg policy has helped reduce inflation by stabilizing import prices through the real appreciation of the Argentine peso (ARS). However, a prolonged appreciation could reduce export competitiveness and, in the long term, impact economic activity, which may influence inflation dynamics. • Fiscal Policy: Argentina has achieved a 1.4% fiscal surplus in 2025. The fiscal adjustment has been driven primarily by reductions in primary expenditures, including real material cuts across spending lines, rather than by revenue growth. While this consolidation has supported the authorities’ stabilization strategy, it may constrain fiscal space for economic stimulus measures in the near term. In general, fiscal tightening can contribute to disinflationary dynamics by reducing aggregate demand pressures, although outcomes depend on broader macroeconomic conditions. A high inflation rate or a hyperinflationary process affects Argentina’s foreign competitiveness by diluting the effects of the peso depreciation, negatively impacting employment and the level of economic activity and undermining confidence. Despite initial progress in stabilizing inflation under President Javier Milei’s administration, challenges remain. Inflation continues to erode real wages, impacting private consumption and household purchasing power. If inflation control measures fail or confidence in government policy weakens, inflation rates could accelerate again, further affecting macroeconomic conditions and our business operations. A continuing inflationary environment could undermine our results of operation, adversely affect our ability to finance the working capital needs in Argentina. 32 Table of Contents The main impact of this hyperinflationary environment in Argentina on our results of operations is the corresponding impact such inflation effects have on our cost of sales and operating expenses, particularly in terms of increasing costs of raw materials, labor, and other operating expenses. In this way, such inflationary pressures have direct impact on our gross profit margins and overall profitability. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Argentine Economic Environment and Inflation Impacts.” In addition, inflation impacts pricing dynamics due to its impact on consumer behavior and purchasing power. As prices rise, consumers may cut back on discretionary spending, including purchases of beverages. We may face challenges in passing on increased costs to consumers if they are already feeling the strain of inflation on their budgets. This can lead to deterioration in profit margins as Ambev may be unable to fully offset cost increases with higher prices. There is uncertainty regarding the effectiveness of the policies implemented by the Argentine government to reduce and control inflation and the potential impact of those policies. An increase in inflation may adversely affect the Argentine economy, which in turn may have a negative impact on our financial condition and results of operation. There can be no assurances that inflation rates will not continue to escalate in the future or that the measures adopted or that may be adopted by the Argentine government to control inflation will be effective or successful. High rates of inflation remain a challenge for Argentina. Significant increases in the rates of inflation could have a material adverse effect on Argentina’s economy and in turn could increase our costs of operation, in particular labor costs, and may negatively affect our business, financial condition and results of operations. Also, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Argentine Economic Environment and Inflation Impacts” for more information. Deterioration in economic and market conditions in Brazil and other emerging market countries, as well as in developed economies, may adversely affect the market price of our common shares and ADSs. Economic and market conditions in Brazil and other emerging market countries, especially those in Latin America, influence the market for securities issued by Brazilian companies as well as investors’ perception of economic conditions in Brazil. Crises in emerging markets, such as in Southeast Asia, Russia and Argentina, historically caused volatility in the Brazilian stock market and other emerging countries. In addition, global financial crisis originating in developed economies, including the subprime debt crisis in the United States and the sovereign debt crisis in Europe, have had an impact on many economies and capital markets around the world, including Brazil, which may adversely affect investors’ interest in the securities of Brazilian issuers such as Ambev. Furthermore, changes in international trade policies, including the adoption of protectionist measures, tariffs, trade restrictions or sanctions by major economies, may adversely affect global economic conditions, international trade flows and financial markets. In addition, geopolitical developments, such as armed conflicts, political instability or heightened international tensions, may increase uncertainty, disrupt supply chains, and contribute to volatility in commodity prices, including energy and agricultural commodities. Such developments may adversely affect investor confidence, cross-border capital flows and market liquidity and could have a material adverse effect on global and regional economic conditions and, consequently, on our business, results of operations, financial condition, liquidity and the market price of our common shares and ADSs. We operate a joint venture in Cuba, in which the Government of Cuba is our indirect joint venture partner. Cuba is still targeted by broad and comprehensive economic and trade sanctions of the United States. Our operations in Cuba may adversely affect our reputation and the liquidity and value of our securities. Ambev, through its Canadian subsidiary Cerbuco Brewing Inc., (“Cerbuco”), currently owns a 50% equity interest in Cerveceria Bucanero S.A. (“Bucanero”), a Cuban company in the business of producing and selling beer. The remaining 50% equity interest in Bucanero is owned indirectly by the Government of Cuba through Corporación Alimentaria, S. A. We have the right to appoint the general manager of Bucanero. In 2021, Cerbuco initiated arbitration proceedings regarding potential breach of certain obligations relating to the joint venture. For more information regarding the arbitration proceedings, see “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Civil Claims—Cerbuco Brewing Arbitration.” 33 Table of Contents Bucanero’s main beer brands are Bucanero, Cristal and Mayabe. In 2025, Bucanero sold 1.24 million hectoliters of beer, representing about 0.7% of our total volume of 175.8 million hectoliters for the year. Although Bucanero’s production is primarily sold in Cuba, a small portion of its production is exported to and sold by certain distributors in other countries outside Cuba (but not the United States). Based on U.S. foreign policy, the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce Department together administer and enforce broad and comprehensive economic and trade sanctions against Cuba. Although our operations in Cuba are quantitatively immaterial, our overall business reputation may suffer, or we may face additional regulatory scrutiny as a result of our activities in Cuba based on the fact that Cuba remains a target of U.S. economic and trade sanctions. In addition, there have in the past been initiatives by federal and state lawmakers in the United States, and certain U.S. institutional investors, including pension funds, to adopt laws, regulations or policies requiring the divestment from, or reporting of interests in, companies that do business with countries designated as state sponsors of terrorism. On January 11, 2021, the United States government designated Cuba as a state sponsor of terrorism, a list from which Cuba had previously been removed in 2015. On January 14, 2025, then-President Biden issued a Certification of Rescission of Cuba’s Designation as a State Sponsor of Terrorism, but the Certification was rescinded by President Trump on January 20, 2025, reinstating Cuba’s state sponsor of terrorism designation. On June 30, 2025, President Trump issued a National Security Presidential Memorandum to strengthen U.S. policy toward Cuba, including affirming support for the U.S. embargo on Cuba, and subsequently issued, on July 14, 2025, a new Cuba Restricted List. If U.S. investors decide to liquidate or otherwise divest their investments in companies that have operations of any magnitude in Cuba, the market in and value of our securities could be adversely impacted. Also, Title III of the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (known as the “Helms-Burton Act”) authorizes private lawsuits for damages against anyone who traffics in property confiscated without compensation by the Government of Cuba from persons who at the time were, or have since become, nationals of the United States. The Helms-Burton Act also includes a section that authorizes the U.S. Department of State to prohibit entry into the United States of non-U.S. persons who traffic in confiscated property, and corporate officers and principals of such persons, and their families. Although Title III of the Helms-Burton Act had previously been suspended by discretionary presidential action following its inception in 1996. On May 2, 2019, the former Trump Administration activated Title III of the Helms-Burton Act, thereby allowing nationals of the United States that hold claims under the Helms-Burton Act to file suit in U.S. federal court against all persons trafficking in property confiscated by the Cuban government. On January 14, 2025, then-President Biden notified Congress of the suspension for six months beyond January 29, 2025, of the right to bring an action under Title III of the Helms-Burton Act. On January 29, 2025, Secretary of State Rubio delivered a letter to Congress withdrawing the Biden Administration’s letter regarding the suspension of Title III. As a result of the activation of Title III of the Helms-Burton Act, we may be subject to potential U.S. litigation exposure, including claims accrued during the prior suspension of Title III of the Helms-Burton Act. It remains uncertain how the activation of Title III of the Helms-Burton Act will impact our U.S. litigation exposure. ABI has received notices of potential claims purporting to be made under the Helms-Burton Act. In this context, political and economic tensions, sanctions regimes and trade restrictions may adversely affect the operating environment in Cuba. These conditions may lead to shortages of raw materials and other inputs, disruptions to supply chains and logistics, temporary interruptions of production, reduced consumer demand and increased operating costs. Such circumstances may also result in disputes and may give rise to litigation, arbitration or other legal proceedings, which could adversely affect our business, results of operations and financial condition. 34 Table of Contents The outbreak of infectious diseases, or the risk of an outbreak (e.g., pandemics, epidemics, including a potential new wave or variant of COVID-19), and government and other responses thereto, are highly uncertain and unpredictable and may result in further adverse effects material to our business and may impact our ability to continue operating our business. Outbreaks or potential disease outbreaks may have an adverse effect on our operations. Historically, some epidemics and regional or global outbreaks, such as the one caused by the Zika virus, the Ebola virus, the H5N5 virus (popularly known as avian influenza), the foot and mouth disease, the H1N1 virus (influenza A, popularly known as swine flu), the Middle East Respiratory Syndrome (MERS), the Severe Acute Respiratory Syndrome (SARS) and Dengue virus, have affected certain sectors of the economy in the countries where these diseases have spread. During 2020 and 2021, as the COVID-19 pandemic progressed in the countries in which we operate, including Brazil, Argentina, Canada and several other countries in Central and South America, states and municipalities adopted guidelines that varied in terms of scope and intensity to control the spread of COVID-19, such as the restriction on circulation of people and social distancing, which resulted in the closing of and operating restrictions on stores, restaurants, hotels, shopping centers, crowded areas, parks and other public spaces. In 2022, most of such restrictions were lifted throughout the first half of the year as a result of improvements in the control of the pandemic. While these restrictions were in effect, they have changed consumer behavior and the dynamics of on-trade (e.g., bars and restaurants) and off-trade (e.g., supermarkets) channels, which adversely impacted our profitability. This changed dynamics had a severe effect on emerging market countries, such as Bolivia and Panama, where the on-trade channel is the predominant consumption occasion for consumers. See “Item 5. Operating Financial Review and Prospects—A. Operating Results.” The dissemination of COVID-19 made us change our business practices (including additional hygienic practices for workplaces and employees, in addition to canceling in-person meetings, events and conferences) during the pandemic. We may take additional actions, as required by government authorities, or as determined by management, considering the best interests of our employees, customers and business partners. We cannot guarantee that these measures will be sufficient to mitigate the risks posed by the pandemic or that they will meet the demands of government authorities. The extent to which the outbreak of pandemics of infectious diseases will affect our business, financial condition, results of operations or cash flows will depend on future developments, which are highly uncertain and unpredictable. These developments include, among others, the duration and geographic distribution of the outbreak, its severity, actions to contain the virus or minimize its impact, and how quickly and to what extent normal economic and operational conditions can be resumed. In addition, we cannot guarantee that other regional and/or global outbreaks will not occur. If they do, we cannot guarantee that we will be able to take the necessary measures to prevent an adverse impact on our businesses of equal or greater dimension than the impact caused by the COVID-19 pandemic, in case of new regional and/or global outbreaks or new large-scale waves of COVID-19. Any outbreak of a disease that affects human behavior or that requires public policies to restrict the circulation of people and/or social contact may change consumer behavior, having an adverse impact on our business, as well as on the economies in the countries in which we operate. Disease outbreaks may also make it impossible for our employees and customers to go to our facilities (including for preventative reasons or avoiding large-scale contamination), which would adversely affect the development of our business. The impact of outbreaks of infectious diseases, or the risk of an outbreak (e.g., pandemics, epidemics, including a potential new wave or variant of COVID-19) can also precipitate or exacerbate the other risks described in this annual report. 35 Table of Contents Risks Relating to Social and Sustainability Matters Natural and other disasters and accidents caused by human and technological errors could disrupt our operations. The economy of countries in which we operate, as well as our business activity and operating results, may be adversely impacted by natural (including floods, fires), social, technical (technological or human errors) or physical risks such as large-scale epidemics and pandemics, the occurrence of natural disasters (such as the 2024 floods in the Brazilian State of Rio Grande do Sul and the tornadoes and extratropical cyclones in the Brazilian state of Paraná in 2025), terrorist events, military conflicts, including the ongoing conflict between Russia and Ukraine and in the Middle East, which could disrupt the operations of our suppliers, affect the price or availability of certain raw materials or commodities required for our products and adversely affect our operations, as well as other actions that may result in significant widespread disruptions to commerce and the ability of businesses, including ours, to operate normally. The exemplified events and others can affect our business in general or be specific to certain strategic locations, where our plants, distribution center or logistic hubs may be located. Such disruptions may result in reduced economic activity and business sentiment, both in the Brazilian market and internationally. Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our business or operations. There is growing concern about adverse impacts caused by emissions of carbon dioxide and other greenhouse gases into the atmosphere, such as rising global temperatures, changing weather patterns, and the increased frequency and severity of extreme weather events and natural disasters. If climate change has a negative effect on agricultural productivity in the locations where we operate, we may be subject to reduced availability of, or less favorable pricing for, certain agricultural products that are necessary for our production process, such as barley, hops, sugar and corn. In addition, public expectations for reducing greenhouse gas emissions may result in increased costs of energy, transportation and raw materials and may require us to make additional investments in facilities and equipment due to increased regulatory or social pressures. As a result, the effects of climate change could have material adverse long-term impacts on our business and results of operations. Our operations are subject to physical risks, with impacts on our production capacity and delivery of services and products resulting from the effects of climate change. Wildfires can cause malt-barley crop failures, as occurred in 2021 in Canada, which led to significant harvest losses. Non-seasonal rains can cause malting-barley harvest failures, affecting barley quality. Changes in weather conditions can result in reduced malting-barley yields, directly affecting inputs for production and potentially increasing production costs and, indirectly, costs to markets. With rising global demand intensifying water scarcity and contributing to declining water quality, Ambev may be impacted by increased production costs and operational capacity constraints. Our operations are also subject to transition risks such as: (i) regulatory changes and price increase, as an example on water use, which may increase the cost or cause interruptions in supply, affect its availability, and impact our license to operate in certain localities and countries, as well as the growing demand for aluminum for packaging, combined with sourcing challenges, may result in higher procurement costs; (ii) carbon-pricing mechanisms (both taxes and emissions-trading systems) that affect both our direct operations and emissions from packaging materials throughout the supply chain and may result in higher operating costs. For example, the aluminum and glass production processes are energy-intensive and generate significant greenhouse-gas emissions, and depending on the country from which materials are sourced, carbon-pricing exposure may be substantial; (iii) current and emerging energy and fuel regulations and taxes, which may increase direct operating costs given our exposure to such fuel and energy taxes; and (iv) fluctuations in demand for inputs prone to low availability, such as aluminum, which may affect production capacity and increase the cost of purchasing packaging for our products. The sustainability goals we established in 2017 were designed to drive impact across our value chain through targets focused on smart agriculture, efficient use of water resources, circular packaging, carbon-emissions reduction and the use of renewable electricity. With the conclusion of the 2025 cycle, we achieved significant progress and met several of these objectives. However, throughout the period, we encountered — and may continue to face — operational, climatic, regulatory and market challenges that affected the pace and manner of implementation of certain initiatives. These factors may have influenced the timing or extent of certain outcomes compared to prior plans and disclosures. We remain committed to advancing our sustainability agenda and integrating more resilient practices across our value chain. 36 Table of Contents In addition to our 2025 climate goals, we also announced our ambition to achieve net-zero emissions across our value chain by 2040, which will require ongoing investment, and there is no assurance that we will achieve these goals or that our initiatives will function as intended. If we fail to meet these targets for any reason, there is a risk of reputational damage as well as potential scrutiny — including litigation — by interested parties. As a result, the effects of climate change could have a material adverse long-term impact on our business and results of operations. Scarcity or poor quality of water may negatively affect our production costs and capacity. We face risks related to water shortages. The availability of fresh water is a limited resource in many parts of the world, facing increasing challenges related to changes in rainfall patterns and the frequency of extreme weather events, overexploitation, increased pollution and poor water management. As the demand for water continues to increase worldwide, and as water becomes scarcer and water quality deteriorates, we may be affected by increased production costs, capacity limitations or significant changes in water quality, which could adversely affect our business and results of operations. Water shortages can result in business interruptions and/or reduced production and increased treatment costs. The availability of water is critical for our operations, as it is an essential input for the production of beer. Reduced water availability can also prompt changes in legislation regulating water use. In addition, water quality affected by scarcity can increase water-treatment costs and impair our ability to operate on a continuous basis. Droughts can cause malting-barley harvests to fail, especially in South America, where most barley is rain-fed. Short-term meteorological droughts driven by insufficient precipitation can significantly affect barley-crop yields. Our operations are subject to broad safety and environmental regulations, the non-compliance of which may pose significant financial, operational, reputational, litigation and regulatory risks related to environmental issues for us. Our operations are subject to a wide variety of federal, state and municipal environmental laws and regulations related to the licenses or authorizations necessary for the development of our business, including the installation and operation of our projects and activities, the use of water resources, solid-waste management, removal of vegetation, impacts on protected areas, and the use of forestry products or raw materials, among other aspects potentially related to our activities. Our activities require the constant obtaining and renewal of environmental licenses and authorizations, which depend on the installation and operation of activities and undertakings considered by the competent environmental agency, under the terms of current environmental legislation, as effectively or potentially polluting the environment. Technical difficulties, non-compliance with applicable environmental legislation, and failure to meet the technical conditions established in environmental licenses and authorizations may have harmful effects on our business, as they may subject us to various administrative sanctions (such as simple or successive fines, interruption or suspension of activities, embargo or closure of undertakings, or revocation of licenses and authorizations), as well as to payment of costs for the recovery of degraded areas and environmental regularization (including environmental compensation and embargo-related costs), and potential civil, administrative and criminal liability, as applicable. There is no guarantee that we, even when adopting appropriate practices and processes, will not incur environmental liability or that applicable environmental laws and regulations will not change or become more stringent in the future. In this sense, non-compliance with applicable legislation and the technical conditions established in relevant licenses and authorizations may adversely affect our operations, reputation, operating results and financial condition. As scrutiny by environmental authorities, society and investors regarding our environmental practices—and our compliance with environmental legislation across different governmental levels and in the countries where we operate—continues to intensify, our costs to comply with environmental regulation, enhance environmental practices and remediate potential environmental damage may increase substantially in the future. Furthermore, processes related to environmental compliance may become more complex. In this context, for purposes of complying with current environmental legislation and addressing other environmental matters relevant to us, the following are considered material issues from a regulatory, operational, financial and reputational standpoint: (i) the use of water resources; (ii) climate change and regulation of carbon markets and greenhouse-gas emissions in countries where we operate, including Brazilian Law No. 15,042/2024; (iii) solid-waste management, reverse logistics and circular packaging; (iv) sustainable agriculture; and (v) responsible consumption. 37 Table of Contents New sustainability regulations may be enacted, and this may result in increased costs for Ambev to comply with them. New sustainability regulations continue to be enacted and proposed in countries where we operate. These regulations brought by governing and regulatory bodies could be comprehensive in scope and cover various matters within the sustainability framework, including, among other areas, reporting, disclosure and due diligence processes. For example, the enactment of Law No. 15,042/2024 establishes a regulated carbon market in Brazil - the Brazilian Greenhouse Gas Emissions Trading System (“SBCE”). Under this system, companies, including us, will be subject to a cap on greenhouse gas (“GHG”) emissions, with specific limits to be defined in future regulations. Although the law takes immediate effect, the SBCE itself will be implemented gradually. Except for waste and effluents disposal facilities, when demonstrably adopting systems and technologies for the neutralization of their emissions, and primary agricultural production, any individual or legal entity will be subject to SBCE regulations if they are responsible for facilities or sources emitting more than 10,000 tCO2e per year. These regulated agents will be required to submit a Monitoring Plan to the SBCE management body and a GHG Emissions and Removals Report in accordance with the approved plan. Additionally, if emissions exceed 25,000 tCO2e per year, regulated agents must provide a report demonstrating the periodic reconciliation of their obligations, which consists of verifying compliance with environmental obligations defined in the National Allocation Plan, through ownership of assets equivalent to their net emissions. Penalties for non-compliance with SBCE regulations include, among others, (i) warnings, (ii) fines, and (iii) suspension of registration, licenses, or authorizations. It is expected that all obligations related to SBCE will become enforceable within a period of four to five years from the publication of the law which was on December 2024. The law establishes the implementation of SBCE in five phases: (i) the first phase for the regulation of the law, within a period of 12 months, extendable for an equal period; (ii) the second phase for the operationalization, by the regulated agents, of the instruments for reporting emissions for a period of one year; (iii) the third phase in which the regulated agents will only be subject to the obligation of submitting a monitoring plan and presenting reports on GHG emissions and removals to the SBCE management body for two years; (iv) the fourth phase during the validity of the first National Allocation Plan (duration not yet defined) with the non-onerous distribution of Brazilian Emission Quotas (“CBE”) and the implementation of the SBCE asset market; and (v) the fifth phase in which there will be full implementation of the SBCE and all obligations will become enforceable. In addition, CVM Resolution No. 193, dated October 20, 2023, (“CVM Resolution No. 193”) establishes the obligation to adopt the International Sustainability Standards Board (“ISSB”) standards for the preparation and disclosure of sustainability-related financial information by publicly held companies. The principles that guided the CVM Resolution No. 193 highlight the importance and necessity of: (i) the disclosed information becoming increasingly transparent, reliable, consistent, and comparable; (ii) establishing measures to enhance transparency around sustainability-related risks and opportunities that affect entities in the capital markets, in order to contribute to the development of a sustainable, regenerative economy; and (iii) implementing disclosure standards for policies and procedures companies adopt to address and mitigate the impacts of climate change, as well as social and environmental risks. For 2025, the preparation and disclosure of the sustainability report is voluntary and subject to limited assurance by an independent auditor registered with the CVM. However, from the report to be released in 2027 (prepared with respect to year ending 2026), the preparation and disclosure of the sustainability report will be mandatory and subject to reasonable assurance – involving a more rigorous process - by an independent auditor registered with the CVM. The enactment of Law No. 15,042/2024 and CVM Resolution No. 193, as well as other future new regulations may require that we adapt our business, activities, and current practices in order to comply with such new legislation and other requirements, which may result in higher operating costs that may negatively impact our operating results. 38 Table of Contents Our commitment to social responsibility may result in the incurrence of additional costs, and we are subject to laws, regulations and other obligations in furtherance of human rights, social justice and labor standards that may exposes us to additional contingencies. We aim to operate our business in a manner that upholds corporate social responsibility standards, which may vary based on the specific characteristics of our various business operations and the geographies where we operate. We are also subject to laws, regulations and other obligations that require us to comply with social impact and standards and, accordingly, we are exposed to certain risks related to non-compliance. In general, social risks arise from the potential and effective adverse impacts to our business related to the human rights of all stakeholders involved in our operations, including our employees, consumers, suppliers, investors and the local communities where we operate, whether directly or indirectly. If the measures we adopt are not sufficient to prevent, manage and mitigate the social risks applicable to our business, we will consequently be exposed to legal, regulatory, operational and reputational risks, which can materialize in different ways. We are also required to guarantee dignified working conditions for our employees, ensuring their health, safety, well-being and their right to associate and participate in unions, in compliance with local laws and regulations, respecting human rights. A workplace identified as dangerous, hostile or discriminatory may result in legal contingencies and inhibit our ability to attract and retain talent, negotiate with associations and unions, prevent incidents of health and safety at work, and drive innovation. There is no guarantee that we will be able to properly manage the social risks mentioned above, meeting all national and international laws, parameters and guidelines, which, consequently, may harm our operating results and reputation. Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for our products. Demand for our products is influenced by seasonal consumption patterns and the timing and intensity of key consumption occasions, including holidays and periods of increased socialization and out-of-home activity. Adverse or unseasonable weather conditions in the markets in which we operate may further amplify this volatility. For example, unseasonably cool, rainy or otherwise unfavorable conditions can reduce consumption occasions, particularly in channels and occasions with higher weather sensitivity, which may depress volumes and negatively affect our products and channel mix. Stakeholders, including consumers, customers, investors, employees, regulators and civil society, increasingly expect companies to demonstrate responsible practices, including with respect to environmental sustainability, packaging and recycling, water stewardship, climate and energy efficiency, and responsible sourcing. At the same time, consumer preferences continue to evolve, including toward products perceived as “better-for-you,” such as no-sugar, low-calorie and non-alcoholic alternatives, as well as brands that align with sustainability values. If we are unable to meet these expectations and preferences, or if our actions are perceived as insufficient, inconsistent or not credible, we may face reduced demand for our products, loss of market share, deterioration in brand equity, increased customer requirements, and reputational harm, any of which could reduce revenues and profitability. Responding to these trends may also require significant investments in innovation, packaging redesign, manufacturing processes, data and traceability systems, supplier engagement, and compliance capabilities, and we may not achieve the intended commercial benefits or returns on these investments. 39 Table of Contents Risks Relating to Our Common Shares and ADSs Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder distributions paid in Brazil in reais arising from Ambev’s common shares (including shares underlying the Ambev ADSs). Brazilian law provides that whenever there is a serious imbalance in Brazil’s balance of payments or reasons to foresee such a serious imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil. Such restrictions may hinder or prevent the Custodian or holders who have exchanged ADSs for Ambev’s underlying shares from converting distributions or the proceeds from any sale of such shares into U.S. dollars and remitting such U.S. dollars abroad. In the event the Custodian is prevented from converting and remitting amounts owed to foreign investors, the Custodian will hold the reais it cannot convert for the account of the holders of ADSs who have not been paid. The Depositary will not invest the reais and will not be liable for interest on those amounts. Any reais so held will be subject to devaluation risk against the U.S. dollar. In addition, the likelihood that the Brazilian government would impose such restrictions may be affected by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due and the size of Brazil’s debt service burden relative to the economy as a whole. We cannot assure you that the Brazilian Central Bank will not modify its regulation or that the Brazilian government will not institute restrictions or delays on cross-border remittances in respect of securities issued in foreign capital markets. For further information on this matter, see “Item 10. Additional Information—D. Exchange Controls and other Limitations Affecting Security Holders.” The surrender of ADSs may cause the loss of the ability to remit foreign currency abroad and of certain Brazilian tax attributes. While ADS holders may convert gains, dividends, profits or other payments under Ambev’s shares with respect to the shares underlying the ADSs into foreign currency and remit the proceeds abroad, this could be adversely affected by future changes to the applicable regulation. If an ADS holder surrenders the ADSs and, consequently, receives shares underlying the ADSs, the investment in Ambev’s shares would be registered with the Brazilian Central Bank either as (i) a foreign direct investment, subject to Brazilian Central Bank Resolution No. 278, dated December 31, 2022 (“BCB Resolution 278” and “Foreign Direct Investment”, respectively), in the event the respective ADS holder holds shares directly in Ambev’s certificate book; or (ii) a portfolio foreign investment, subject to (a) the Brazilian Central Bank and the CVM Joint Resolution No. 13, dated December 3, 2024 (“Joint Resolution 13”) which replaced and revoked Resolution No. 4,373, dated September 29, 2014, of the National Monetary Council (“CMN” and “CMN Resolution 4,373”, respectively); and (b) CVM Resolution No. 13, dated November 18, 2020 (“CVM Resolution 13”), in the event the respective ADS holder holds shares through a broker (“Foreign Portfolio Investment”). The main obligation with respect to a Foreign Direct Investment consists of registering investments held by foreign investors in Ambev in an amount equal to or greater than USD 100,000.00 (one hundred thousand U.S. dollars) or its equivalent in other currencies with the Brazilian Central Bank through a self-declaring electronic system, under the direct foreign investment module, named Foreign Capital Information Provision System of Foreign Direct Investment (Sistema de Prestação de Informações de Capital Estrangeiro de Investimento Estrangeiro Direto or “SCE-IED”). Such registration must be carried out by Ambev within 30 (thirty) days of the investment. As to the Foreign Portfolio Investment, the respective investor must meet several requirements, which include engaging a local broker, opening a portfolio account maintained by a local custodian, and, if the respective investor is a legal entity, seeking registration with the CVM and engaging a local institution licensed by the Brazilian Central Bank or a clearing house to act as its representative. 40 Table of Contents The failure to comply with local rules governing the Foreign Direct Investment and the Foreign Portfolio Investment, as applicable, may affect the ability of the holder to receive and dispose of Ambev’s shares and to receive gains, dividends, profits or other payments under Ambev’s shares. Certain shareholder entitlements may not be available in the U.S. to holders of Ambev ADSs. Due to certain United States laws and regulations, U.S. holders of Ambev ADSs may not be entitled to all of the rights possessed by holders of Ambev common shares. For instance, U.S. holders of Ambev ADSs may not be able to exercise preemptive, subscription or other rights in respect of the Ambev common shares underlying their Ambev ADSs, unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements thereunder is available. Holders of Ambev ADSs may be unable to fully exercise voting rights with respect to the Ambev shares underlying their ADSs. Under Brazilian law, only shareholders registered as such in the corporate books of Brazilian companies may attend shareholders’ meetings. Because all the Ambev common shares underlying the Ambev ADSs are registered in the name of the Depositary (and not the ADS holder), only the Depositary (and not the ADS holder) is entitled to attend Ambev’s shareholders’ meetings. A holder of Ambev ADSs is entitled to instruct the Depositary as to how to vote the respective Ambev common shares underlying their ADSs only pursuant to the procedures set forth in the deposit agreement for Ambev’s ADS program. Accordingly, holders of Ambev ADSs will not be allowed to vote the corresponding Ambev common shares underlying their ADSs directly at an Ambev shareholders’ meeting (or to appoint a proxy other than the Depositary to do so), unless they surrender their Ambev ADSs for cancellation in exchange for the respective Ambev shares underlying their ADSs. We cannot ensure that such ADS cancellation and exchange process will be completed in time to allow Ambev ADS holders to attend a shareholders’ meeting of Ambev. Further, the Depositary has no obligation to notify Ambev ADS holders of an upcoming vote or to distribute voting cards and related materials to those holders, unless Ambev specifically instructs the Depositary to do so. If Ambev provides such instruction to the Depositary, it will then notify Ambev’s ADS holders of the upcoming vote and arrange for the delivery of voting cards to those holders. We cannot ensure that Ambev’s ADS holders will receive proxy cards in time to allow them to instruct the Depositary as to how to vote the Ambev common shares underlying their Ambev ADSs. In addition, the Depositary and its agents are not responsible for failure to carry out voting instructions or for an untimely solicitation of those instructions. As a result of the factors discussed above, holders of Ambev ADSs may be unable to fully exercise their voting rights. Our status as a foreign private issuer allows us to follow Brazilian corporate governance practices and exempts us from a number of rules under the U.S. securities laws and listing standards, which may limit the amount of public disclosures available to investors and the shareholder protections afforded to them. We are a foreign private issuer, as defined by the Securities and Exchange Commission, or the SEC, for purposes of the Exchange Act. As a result, we are exempt from many of the corporate governance requirements of stock exchanges located in the United States, as well as from rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. For example, our principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies. In addition, for so long as we remain as a foreign private issuer, we will be exempt from most of the corporate governance requirements of stock exchanges located in the United States. Accordingly, you will not be provided with some of the benefits or have the same protections afforded to shareholders of U.S. public companies. The corporate governance standards applicable to us are considerably different than the standards applied to U.S. domestic issuers. For example, although Rule 10A-3 under the Exchange Act generally requires that a company listed in the United States have an audit committee of its board of directors composed solely of independent directors, as a foreign private issuer we are relying on an exemption from this requirement under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002 that is available to us as a result of features of the Brazilian Corporation Law applicable to our Fiscal Council. In addition, we are not required under the Brazilian Corporation Law to, among other things: 41 Table of Contents • have a majority of our Board of Directors be independent (though our bylaws provide that two of our directors must be independent and, in certain circumstances pursuant to the Brazilian Corporation Law, our minority shareholders may be able to elect members to our Board of Directors); • have a compensation committee, a nominating committee, or corporate governance committee of the Board of Directors (though we currently have a non-permanent People Committee that is responsible for evaluating our compensation policies applicable to management and a Governance Committee that is responsible for governance matters as related party transactions, antitrust matters, strategies related to sustainability issues and cybersecurity and privacy and data protection matters); • have regularly scheduled executive sessions with only non-management directors (though none of our current directors hold management positions in us); or • have at least one executive session of solely independent directors each year. For further information on the main differences in corporate governance standards in the United States and Brazil, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Differences Between United States and Brazilian Corporate Governance Practices.” As a Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S.-listed companies, which may result in Ambev’s shareholders having fewer or less well-defined shareholder rights than the shareholder rights of those companies. Ambev’s corporate affairs are governed by its bylaws and the Brazilian Corporation Law, which may differ from the legal principles that would apply to Ambev if the company were incorporated in a jurisdiction in the United States, such as Delaware or New York, or in other jurisdictions outside of Brazil. In addition, shareholder rights under the Brazilian Corporation Law to protect them from actions taken by the board of directors or controlling shareholders may be fewer and less well-defined than under the laws of jurisdictions outside of Brazil. Although insider trading and price manipulation are restricted under applicable Brazilian capital markets regulations and treated as crimes under Brazilian law, the Brazilian securities markets may not be as highly regulated and supervised as the securities markets of the United States or other jurisdictions outside Brazil. In addition, rules and policies against self-dealing and for the preservation of shareholder interests may be less well-defined and enforced in Brazil than in the United States or other jurisdictions outside Brazil, potentially causing disadvantages to a holder of Ambev ADSs as compared to a holder of shares in a U.S. public company. Further, corporate disclosures may be less complete or informative than required of public companies in the United States or other jurisdictions outside Brazil. Any dividends not distributed would be allocated to a special reserve account for future payment to shareholders unless it is used to offset subsequent losses or as otherwise provided for in our bylaws. It is possible, therefore, that our shareholders will not receive dividends in any particular fiscal year. Foreign holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other persons. We are organized under the laws of Brazil and most of our directors and executive officers, as well as our independent registered public accounting firm, reside or are based in Brazil. In addition, substantially all of our assets and those of these other persons are located in Brazil. As a result, it may not be possible for foreign holders of our ADSs to expediently effect service of process upon us or those persons within the United States or other jurisdictions outside Brazil or to efficiently enforce against us or them judgments obtained in the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain formal and procedural conditions are met (including non-violation of Brazilian national sovereignty, public policy and “good morals”), holders of our ADSs may face greater difficulties in protecting their interests in the context of legal, corporate or other disputes between them and us, our directors and/or our executive officers than would shareholders of a U.S. corporation. 42 Table of Contents In addition, a plaintiff (whether or not Brazilian) residing outside Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that could secure such payment. The bond must have a value sufficient to satisfy the payment of court fees and defendant’s attorney fees, as determined by a Brazilian judge. This requirement does not apply to (1) the enforcement of debt instruments or awards, including foreign judgments and arbitral awards that have been duly recognized by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça); (2) counterclaims; and (3) circumstances where the plaintiff or other intervening parties (regardless of citizenship) resides in a country that is a party to a treaty in force in Brazil that establishes that no security, bond or deposit of any kind is required by reason only of their foreign nationality (e.g., the Hague Convention on International Access to Justice). Furthermore, Brazil does not have a treaty with the United States to facilitate or expedite the enforcement in Brazil of decisions issued by a state court in the United States, which shall necessarily be previously recognized by the Brazilian Superior Court of Justice in order to produce effects in Brazil. As to arbitral awards issued in the United States, it is important to note that Brazil has ratified the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (Decree No. 4311/2002), and arbitral awards rendered outside of the Brazilian territory are enforceable if the requirements provided by such treaty are fulfilled, and the arbitral award is previously recognized by the Brazilian Superior Court of Justice. Judgments of Brazilian courts with respect to our shares will be payable only in reais. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our common shares, we will not be required to discharge any such obligations in a currency other than reais. Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais may only be satisfied in Brazilian currency at the exchange rate, as determined by the Brazilian Central Bank, in effect on the date of the effective payment. The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of, or related to, our obligations under our common shares. 43 Table of Contents