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Ambev’s principal executive
offices are located at Rua Dr. Renato Paes de Barros, 1017, 4th floor, 04530-001, São Paulo, SP, Brazil, and its telephone number
and email are: +55 (11) 2122-1200 and [email protected].
A. History
and Development of the Company
Overview
We are the successor of Brahma
and Antarctica, two of the oldest brewers in Brazil. Antarctica was founded in 1885. Brahma was founded in 1888 as Villiger & Cia.
The Brahma trademark was registered on September 6, 1888, and in 1904 Villiger & Cia. changed its name to Companhia Cervejaria
Brahma. However, the legal entity that has become Ambev S.A., the current NYSE and B3 listed company, was incorporated on July 8, 2005,
as a non-reporting Brazilian corporation under the Brazilian Corporation Law and is the successor of Old Ambev. Until the stock swap merger
of Old Ambev with Ambev S.A. approved in July 2013 (see “Item 4. Information of the Company—A. History and Development of
the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”), Ambev S.A. did not conduct any operating activities and had
served as a vehicle for ABI to hold a 0.5% interest in Old Ambev’s capital stock.
In the mid-1990s, Companhia
Cervejaria Brahma started its international expansion into Latin America, and since then we have been buying assets in different parts
of the continent including in South America, Central America and the Caribbean.
In the late 1990s, Companhia
Cervejaria Brahma obtained the exclusive rights to produce, sell and distribute Pepsi CSD products throughout Brazil, and since then we
have been distributing these products throughout that country. In addition, certain of our subsidiaries have franchise agreements for
Pepsi products in Argentina, Bolivia, Uruguay, Panama and the Dominican Republic. See “Item 4. Information on the Company—B.
Business Overview—Licenses—Pepsi.”
In the early 2000s, we acquired
40.5% economic interest in Quinsa and the joint control of that entity, which we shared temporarily with Beverages Associates Corp. (“BAC”),
the former sole controlling shareholder of Quinsa. This transaction provided us with a leading presence in the beer markets of Argentina,
Bolivia, Paraguay and Uruguay, and also set forth the terms for our future acquisition of Quinsa’s full control from BAC. In April
2006, we increased our equity interest in Quinsa to 91% of its total share capital, after which we started to fully consolidate Quinsa
upon the closing of that transaction in August 2006.
In August 2004, we and a
Belgian brewer called Interbrew completed a business combination that involved the merger of an indirect holding company of Labatt Brewing
Company (“Labatt”), one of the leading brewers in Canada, into us. At the same time, our controlling shareholder completed
the contribution of all shares of an indirect holding company which owned a controlling stake in us to Interbrew in exchange for newly
issued shares of Interbrew. After this transaction, Interbrew changed its company name to InBev S.A./N.V., or (“Inbev”) and,
since 2008, to Anheuser-Busch InBev S.A./N.V. (“ABI”) and became our majority shareholder through subsidiaries and holding
companies. (see “Item 4. Information on the Company—A. History and Development of the Company—The InBev-Ambev Transactions”).
The InBev-Ambev
Transactions
The “InBev-Ambev transactions”
consisted of two transactions negotiated simultaneously: (1) in the first transaction, BRC S.à r.l. (“BRC”), exchanged
its Old Ambev shares for shares in Interbrew; and (2) in the second transaction, Old Ambev issued new shares to Interbrew in exchange
for Interbrew’s 100% stake in Labatt.
Exchange of
Shares Between BRC and the Interbrew Founding Families
In March 2004, various entities
controlled by BRC entered into a contribution and subscription agreement with Interbrew and various entities representing the interests
of the Interbrew Founding Families to exchange their controlling interest in Old Ambev for newly issued voting shares of Interbrew, which
represented 24.7% of Interbrew’s voting shares.
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Upon closing of this transaction
in August 2004, (1) BRC received approximately 44% of the voting interest in Stichting, which thereupon owned approximately 56% of Interbrew’s
common shares, and (2) Interbrew received approximately a 53% voting interest and a 22% economic interest in Old Ambev. Such voting interest
was subject to our shareholders’ agreement at the time, as amended in connection with the InBev-Ambev transactions. In addition,
Interbrew changed its legal name to InBev N.V./S.A. (“Inbev”) and, since its acquisition of Anheuser-Busch, Inc. in the U.S.
in 2008, to Anheuser Busch-InBev N.V./S.A.
Acquisition
of Labatt
Pursuant to the Incorporação
agreement dated March 3, 2004, Labatt Brewing Canada Holding Ltd. (“Mergeco”), was merged into Old Ambev by means of an upstream
merger under the Brazilian Corporation Law, or the Incorporação. Mergeco held 99.9% of the capital stock of Labatt
Holding ApS (“Labatt ApS”), a corporation organized under the laws of Denmark, and Labatt ApS owned all the capital stock
of Labatt. Upon completion of the Incorporação, Old Ambev held 99.9% of the capital stock of Labatt ApS, and, indirectly,
of Labatt. As consideration for the acquisition of Labatt, Old Ambev issued common and preferred shares to Interbrew.
With the consummation of
this transaction in August 2004, (1) Labatt became a wholly owned subsidiary of Old Ambev, and (2) Interbrew increased its stake in Old
Ambev to approximately 68% of common shares and 34% of preferred shares.
Ownership Structure
of InBev and Old Ambev Upon Consummation of the InBev-Ambev Transactions
InBev
Upon closing the InBev-Ambev
transactions, 56% of InBev’s voting shares were owned by Stichting, 1% was jointly owned by Fonds Voorzitter Verhelst SPRL and Fonds
InBev-Baillet Latour SPRL, 17% were owned directly by entities and individuals associated with the Interbrew Founding Families and the
remaining 26% constituted the public float.
BRC became the holder of
44% of Stichting’s voting interests, while the Interbrew Founding Families held the remaining 56% of Stichting’s voting interests.
In addition, BRC and entities representing the interests of the Interbrew Founding Families entered into a shareholders’ agreement,
providing for, among other things, joint and equal influence over the exercise of the Stichting voting rights in InBev.
Old Ambev
Upon closing of the InBev-Ambev
transactions, InBev became the owner of approximately 68% of Old Ambev’s voting shares, FAHZ retained approximately 16% of such
shares, and the remaining shares were held by the public.
Mandatory Tender
Offer
Pursuant to the Brazilian
Corporation Law, InBev was required to conduct, following the consummation of the InBev-Ambev transactions, a mandatory tender offer (“MTO”),
for all remaining outstanding common shares of Old Ambev. The MTO was completed in March 2005, and InBev increased its stake in Old Ambev
to approximately an 81% voting interest and a 56% economic interest in that company. FAHZ did not tender its Old Ambev shares in the MTO.
Stock Swap Merger
of Old Ambev with Ambev S.A.
On July 30, 2013, the minority
shareholders of Old Ambev approved a stock swap merger of Old Ambev with us, according to which each and every issued and outstanding
common and preferred share of Old Ambev not held by Ambev S.A. (including in the form of ADSs) was exchanged for five newly issued common
shares of Ambev S.A. (including in the form of ADSs). As a result of the stock swap merger, Old Ambev became a wholly owned subsidiary
of Ambev S.A., which continued the same operations of Old Ambev. The ratio adopted for the stock swap merger did not result in any ownership
dilution in the equity interest held in us by our minority shareholders, including our former non-voting preferred shareholders, who
were granted a separate class vote on the transaction without the interference of our controlling shareholder.
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The stock swap merger combined
our former dual-class capital structure, comprised of voting common shares and non-voting preferred shares, into a new, single-class capital
structure, comprised exclusively of voting common shares. The purpose of this transaction was to simplify our corporate structure and
improve our corporate governance, with a view to increasing liquidity for all shareholders, eliminating certain administrative, financial
and other costs and providing more flexibility for the management of our capital structure. As a result of the stock swap merger, all
shareholders of Old Ambev, including former holders of that company’s non-voting preferred shares, gained access to the same rights
and privileges enjoyed by Old Ambev’s common shareholders, including full voting rights and the right to be included in a change-of-control
tender offer under the Brazilian Corporation Law that ensures that holders of common stock are offered 80% of the price per share paid
to a selling controlling shareholder in a change-of-control transaction.
Upstream Merger
of Old Ambev with and into Ambev S.A.
In January 2014, and as a
subsequent step of the stock swap merger, an upstream merger of Old Ambev and one of its majority-owned subsidiaries with and into Ambev
S.A. was consummated. This upstream merger had no impact on the shareholdings that our shareholders held in us. As a result of this upstream
merger, our corporate structure was simplified since we moved to a “one share, one vote” system.
ABI combination with
SABMiller Limited
In 2016, ABI completed its
business combination with SABMiller Limited. As part of the integration process following this transaction, SABMiller’s business
operations in Panama were transferred to Ambev. In exchange, Ambev transferred its business operations in Colombia, Peru and Ecuador to
other entities within the ABI group. This transaction formed part of the post-combination integration of the ABI group and did not
involve any change in Ambev’s ultimate control.
Recent Acquisitions,
Divestments and Strategic Alliances
Increase of Equity Stake
in Tenedora
On July 2, 2020, Ambev and
E. León Jimenes, S.A. (“ELJ”), as shareholders of Tenedora CND, S.A. (“Tenedora”) – a holding company
based in the Dominican Republic, owner of almost all of the equity stake of Cervecería Nacional Dominicana, S.A. (“CND”)
– entered into the second amendment to the Tenedora Shareholders Agreement (“Shareholders Agreement”), aiming to extend
our partnership in the Dominican Republic and postponing, for this purpose, the deadline for exercising the put and call options provided
therein. As of December 31, 2023, ELJ held 15% of Tenedora’s shares and a put option requiring us to purchase its stake in Tenedora
in two different tranches, as follows: (i) Tranche A, corresponding to 12.11% of Tenedora’s shares exercisable in 2022, 2023 and
2024, and (ii) Tranche B, corresponding to the remaining 2.89%, exercisable starting in 2026 (or before that date in the event of a change
in control of Tenedora or sale of all or substantially all of its assets).
On January 31, 2024, ELJ
exercised the option to sell the entire Tranche A to us, in accordance with the provisions of the Shareholders Agreement. We settled the
Tranche A put option via: (i) a cash disbursement of approximately R$1,704 million that we paid to ELJ; and (ii) the offset of ELJ’s
debt held by CND in the amount of R$335 million. As a result of this transaction, we increased our stake in Tenedora from 85% to 97.11%,
with the remaining 2.89% stake held by ELJ and subject to the Tranche B put option described above. We, on the other hand, have a call
option over the Tranche B shares to be exercised starting in 2029. For additional information, see Note 28 – Financial Instruments
and Risks.
Sale of SLU
On December 26, 2024, the
Company's subsidiary, Cervecería Nacional Dominicana, S.A. ("CND"), and Koscab Holdings Limited ("Koscab")
entered into a Share Purchase Agreement through which CND committed to transfer all the shares it holds in the holding company SLU Beverages
LTD. ("SLU") to Koscab. SLU holds a controlling interest in Banks Holdings Limited, Saint Vincent Brewery Limited,
Antigua Brewery Limited, and Dominica Brewery & Beverages Limited, all of which form part of the CAC reportable segment.
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The transfer of the entire
interest may occur in exchange for the payment of a minimum amount of US$186 million, equivalent to R$1,023 million, payable in up
to five tranches through 2028. The completion of the first two tranches took place on July 31, 2025, upon which CND transferred to Koscab
61.83% of its interest in SLU for a price of US$115 million, equivalent to R$633 million. As a result of this completion, the Company
recognized the loss of control over SLU, ceasing its consolidation in the audited consolidated financial statements as of and for the
year ended December 31, 2025, included elsewhere in this annual report.
B.
Business Overview
Description of
Our Operations
We are the largest brewer
in Latin America in terms of sales volumes and one of the largest beer producers in the world, according to our estimates. We currently
produce, distribute and sell beer, CSDs, other alcoholic beverages and non-alcoholic and non-carbonated products directly in 11 countries
across the Americas.
We conduct our operations
through four business segments, as follows:
• Brazil: Beer sales division and NAB sales division.
• Central America and the Caribbean (“CAC”): Dominican Republic, Cuba, Guatemala and Panama.
• Latin America South (“LAS”): Argentina, Bolivia, Paraguay, Uruguay and Chile.
• Canada: Labatt’s operations in Canada.
The following map illustrates
our four business segments as of December 31, 2025:
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An analysis of our consolidated
net sales by business segment for the periods indicated is presented in the table below:
Net Sales (in R$ million) Year Ended December 31,
2025 2024 2023
Sales % of Total Sales % of Total Sales % of Total
Brazil 49,030.8 55.6% 48,605.3 54.3% 46,361.7 58.1%
Beer Brazil 40,230.6 45.6% 40,220.2 45.0% 38,985.9 48.9%
NAB 8,800.1 10.0% 8,385.2 9.4% 7,375.8 9.3%
CAC 10,963.9 12.4% 11,023.7 12.3% 10,044.8 12.6%
Latin America South 17,988.3 20.4% 19,829.7 22.2% 13,797.2 17.3%
Canada 10,259.5 11.6% 9,993.9 11.2% 9,533.2 12.0%
Total 88,242.5 100.0% 89,452.7 100.0% 79,736.9 100.0%
An analysis of our sales
volume by business segment for the periods indicated is presented in the table below:
Sales Volumes (‘000 hl) Year Ended December 31,
2025 2024 2023
Volume % of Total Volume % of Total Volume % of Total
Brazil 123,008.9 70.0% 128,320.2 70.5% 126,419.7 68.8%
Beer Brazil 89,394.5 50.8% 93,634.6 51.5% 93,111.6 50.7%
NAB 33,614.4 19.1% 34,685.6 19.1% 33,308.1 18.1%
CAC 12,037.2 6.8% 12,408.6 6.8% 12,174.6 6.6%
Latin America South 32,162.3 18.3% 32,447.6 17.8% 36,039.6 19.6%
Canada 8,622.2 4.9% 8,744.1 4.8% 9,025.2 4.9%
Total 175,830.6 100.0% 181,920.5 100.0% 183,659.0 100.0%
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Business Strategy
We aim to continuously create
value for our stockholders. The main components of our business strategy are:
• our people and culture.
• our strategic pillars.
• quality of our products.
• sustainability guidelines and trends.
• permanent cost efficiency.
• financial discipline.
• customer convenience.
Our People and Culture
We
dream big to create a future with more cheers. We continually seek new ways to meet life’s moments, push our industry forward,
and make a meaningful impact in the world. That is why our people are the backbone of our company. We focus on building great teams that
are engaged and create sustainable value, reinforcing the mindsets and behaviors that support a high-performing culture. We carefully
manage our hiring and training processes to develop capabilities, match people to the right roles, and strengthen our long-term talent
pipeline. Our teams are equipped with the skills and experiences required to deliver on our long-term goals, supported by continuous
development and leadership practices that promote accountability and ownership. We live our culture on a daily basis to keep evolving
as an organization and retain the best talent. We also operate through an organizational design that prioritizes simplicity and clear
responsibilities, strengthened by management systems that enable effective performance management. In addition, our compensation programs,
which combine variable pay and stock ownership, are designed to align incentives with long-term value creation and high performance.
Strategic Pillars
We focus our efforts on
the following strategic pillars to lead and grow the category, digitize and monetize our ecosystem, as well as optimize our business:
• Lead and Grow the Category: The beer category is big, profitable and growing, and we believe we are well positioned to lead and grow the category due to our unparalleled footprint, industry-leading portfolio of brands and operational capabilities.
• Digitize and Monetize our Ecosystem: We aim to unlock value from our existing assets and expand our addressable market through the digitization and monetization of our ecosystem. We aim to enhance the value of our core business through the BEES platform, digital direct-to-consumers solutions and other new business opportunities.
• Optimize our Business: Our objective is to optimize our business and maximize our long-term value creation by focusing on three areas: disciplined resource allocation, robust risk management and an efficient capital structure. We aim to invest in our operations and in the growth of our business while dynamically balancing our leverage, returning cash to shareholders, and pursuing selective mergers and acquisitions.
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Quality of our
Products
We brew a wide variety of
beers, including ales, lagers, clear, dark and full-bodied beers, amongst others, offering consumers a unique set of high-quality beers
designed to satisfy different needs and tastes across different occasions. We also produce a number of non-alcoholic products, such as
soft drinks and energy drinks. The quality of our products is at the forefront of our priorities. We have strict processes, with more
than 1,300 controls and more than 370 tests across our production lines, as we aim to provide to our consumers products matching the highest
possible standards. Our R&D team is also constantly working to enhance our production process and the quality of our products.
Sustainability
Sustainability helps enable
Ambev’s purpose – Dream Big to Create a Future with More Cheers – and it unlocks long-term value. Brewing quality beer
starts with the search for the best ingredients. This requires a healthy, natural environment, as well as thriving communities. In Brazil,
we reached all of our sustainability commitments under the 2025 cycle. We pursued four sustainability goals through 2025 and, with the
conclusion of this cycle, we now report on the progress achieved across each of these commitments:
(i) empowering farmers: We achieved our Smart Agriculture Goal with 100% of our direct farmer population skilled, connected, and financially empowered in 2025 through local programs and partnerships around the world.
(ii) securing water access: We achieved our Water Stewardship Goal with 100% high stress sites showing measurably improved water availability and quality. Our water use efficiency indicator measures the hectoliters of raw water required to produce one packed hectoliter of finished product. In 2025, we achieved a global water use efficiency ratio of 2.38hl/hl, which is an improvement of 19.1% since 2017. At high-stress sites, we delivered an efficiency ratio of 2.05hl/hl, reinforcing our progress with the scope of our 2025 Water Stewardship Goal.
(iii) driving circular packaging: In 2025, we achieved 70.5% of packaging from returnable formats or with predominantly recycled content, with Brazil reaching 100% – on a consolidated basis, we did not achieve 100% due to challenges related to the availability of viable recycled content, which is highly dependent on local recycling supply chains, and to dynamic market conditions, particularly in glass and PET packaging.
(iv) aiming for climate ambition: We reduced greenhouse gas (GHG) emissions across Scopes 1, 2, and 3 per hectoliter of production by 25.8%, achieving our emissions intensity reduction goal of 25%. We also continued to advance our energy transition, reaching 97.5% renewable electricity across all operations – the difference to the 100% target was due to structural and regulatory challenges in one of the countries where we operate.
Regarding
Scope 3 emissions, which represents the largest share of emissions today, we have been working collaboratively with our main suppliers
to decarbonize our value chain, mainly through Eclipse Program, which aims to engage our suppliers and partners into increasing transparency
of carbon data, training and capacity building within our teams, to deliver consistent GHG emissions reduction.
Permanent Cost
Efficiency
Cost control is one of the
top priorities of our employees. Each of our departments must comply with its respective annual budget for fixed and variable costs. As
a means of avoiding unnecessary expenses, we have designed a management control system inspired on “zero-base budgeting” concepts
that requires every manager to build from scratch an annual budget for his/her respective department.
Financial Discipline
Our focus is not only on
volumes and operating performance, but also on the disciplined management of our working capital and our cash flow generation. Our objective
is to maximize the return to our shareholders through a combination of payments of dividends and interest on shareholders’ equity,
while at the same time keeping our investment plans and holding an adequate level of liquidity to accommodate the seasonality of our business
and cope with often volatile and uncertain financial market conditions.
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Customer Convenience -
Zé Delivery, TaDa and BEES
In order to increase convenience
to our consumers, we developed solutions to deliver on demand cold beverages at reasonable prices directly to consumers. Our solutions
solve several pain points identified in the consumers’ buying journey: (i) late hours availability, (ii) fast service that is time
saving for consumers, (iii) reasonable prices, and (iv) cold products ready to be consumed.
• In Brazil, our direct-to-consumer platform Zé Delivery continued to expand its reach and deepen engagement in 2025, being now present in more than 800 cities across all 27 Brazilian states and reaching nearly 70% of the country’s entire population. Zé Delivery delivered more than 66 million orders in 2025 and had over 27 million yearly active users as of December 31, 2025. Engagement and satisfaction remained strong, supported by a broader assortment (including premium offerings) and affordability initiatives such as returnable packaging, while the platform also served as a relevant source of consumer insights to support innovation.
• In LAS, TaDa in Argentina, which resulted from the merger of App Bar with other Direct-to-Consumer platforms named Siempre en Casa and Craft Society, had a challenging 2025 due to the economic situation of the country. The platform is present in 38 cities, with nearly 350 thousand orders with orders declining 38% and monthly active users declining 41% YoY as macroeconomic conditions continue to weigh on consumption in the country.
• In CAC, TaDa in Dominican Republic continued to expand in 2025, with the number of orders growing by 5.1% in 2025 versus 2024, and monthly active users declining by 13% in 2025 versus 2024.
Our B2B route-to-market &
marketplace platform, BEES, centralizes different solutions in one 24/7 platform, creating a constant and customized touchpoint
with our customers, and improving overall service level by: (i) providing products suggestions based on customers’ profile and product
relevance, (ii) enhancing order tracking and real time support through the app, (iii) allowing our business development representatives
to be focused on helping customers improve their sales performance (sell out), and (iv) increasing our total interaction time with
our customers, directly connecting to our innovation strategy and increased portfolio complexity. On BEES marketplace, our customers
can also buy non-Ambev products of different categories, enjoying the convenience provided by our platform.
• In Brazil, we continued to roll-out BEES and currently have more than 94% of our active buyers purchasing through the platform. As part of our full digital strategy plan, nearly 90% of our clients currently purchase exclusively through BEES. In the BEES marketplace, we currently offer over 600 stock keeping units (“SKUs”) across different categories, such as groceries, non-alcoholic beverages, and hard liquors. The number of customers buying in the marketplace corresponded to nearly 86% of BEES’ customers in the year ended December 31, 2025.
• In LAS, our digital transformation journey is also evolving with the roll-out of BEES. In Argentina, more than 86% of B2B buyers are purchasing through BEES, and over 80% of the country’s net revenue comes from the platform. The number of customers buying in the marketplace corresponded to over 32% of BEES’ customers in the year ended December 31, 2025. In Paraguay, 83% of B2B direct and indirect sales are made through BEES, with fully digital buyers accounting for 82% of the total number of customers in the year ended December 31, 2025. In Bolivia, 78% of B2B direct and indirect sales are made through BEES, with fully digital buyers accounting for 94% of the total number of customers in the year ended December 31, 2025.
• In CAC, Dominican Republic continues to lead the expansion of the BEES platform, actively sharing know-how and best practices with other operations. The country has already reached the status of a full digital operation, with 100% of B2B buyers already purchasing through the platform, and over 100% of the country’s net revenue coming from BEES in 2025. We are also exploring BEES marketplace in the country with 18 different categories and over 320 SKUs available for customers as of December 31, 2025. In Panama, we have also continued with the roll-out of BEES which has reached 100% of the country’s net revenue in 2025 coming from the platform.
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• In Canada, BEES continues to grow its scale and offerings. BEES is live in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, Saskatchewan and Quebec. In 2025, orders through BEES accounted for approximately 22% of net revenue for the Canadian business, with Quebec accounting for the majority of orders placed using BEES. Approximately 8,100 customers purchased through BEES in Canada in 2025. BEES marketplace also continued to evolve in Canada, offering 75 unique SKUs from ten third-party partners in 2025.
Seasonality
Sales of beverages in our
markets are seasonal. Generally, sales are stronger during the summer and major holidays. Therefore, in the Southern Hemisphere (Brazil,
Central America and the Caribbean and Latin America South) volumes are usually stronger in the fourth calendar quarter due to early summer
and year-end festivities. In Canada, volumes are stronger in the second and third calendar quarters due to the summer season. This is
demonstrated by the table below, which shows our volumes by quarter and business segment:
2025 Quarterly Volumes (as a percentage of annual volumes)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Brazil 26.1% 22.8% 23.8% 27.3%
Beer Brazil 25.9% 22.4% 24.1% 27.6%
NAB 26.6% 23.7% 23.1% 26.6%
CAC 22.9% 24.3% 25.7% 27.1%
Latin America South 27.4% 19.3% 23.6% 29.7%
Canada 19.4% 28.4% 27.8% 24.4%
Total 25.8% 22.5% 24.1% 27.6%
Description of
the Markets Where We Operate
The table below sets out
the main brands we sell in the markets listed below as of December 31, 2025.
Country by Business Segment Brands
Brazil Beer and Beyond Beer: Adriática, Antarctica, Antarctica SubZero, Beats Caipi, Beats Green Mix, Beats Ginger, Beats GT, Beats Mint, Beats Red Mix, Beats Senses, Beats Tropical, Brutal Fruit, Beck’s, Bohemia, Bohemia Puro Malte, Brahma, Brahma 0,0%, Brahma Chopp, Brahma Duplo Malte, Brahma Malzbier, Brutal Fruit, Budweiser, Budweiser Zero, Caracu, Chopp Brahma, Colorado, Corona, Corona Cero, Coronita Extra, Flying Fish, Goose Island, Hoegaarden, Leffe, Magnífica, Michelob ULTRA, Mike’s Hard Lemonade, Original, Patagonia, Polar, Quilmes, Serramalte, Skol, Skol Puro Malte, Spaten, Stella Artois, Stella Artois Pure Gold, Vinho do Zé, Wäls
Non-Beer: AMA, Antarctica Soda Limonada, Antarctica Soda Limonada Zero, Baré, Fusion, Gatorade, Gatorade Zero, Guaraná Antárctica, Guaraná Antarctica Zero, Guaraná Antárctica Zero com Fibras, H2OH!, Lipton, Pepsi, Pepsi Black, Pepsi Twist, Red Bull, Sukita, Sukita Zero, Tônica Antárctica, Tônica Antarctica Zero and Tônica Antarctica Intense
Central America and the Caribbean
Cuba Beer: Bucanero, Cristal, Mayabe, Cacique Non-Beer: Malta Perla Negra, Malta Bucanero
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Country by Business Segment Brands
Dominican Republic Beer: Barcelo, Bohemia, Brahma, Budweiser, Corona, Hoegaarden, Leffe, Modelo (Especial and Negra), Presidente, Stella Artois, The One
Non-Beer: 7UP, 911, Malta Morena, Montpellier water, Pepsi, Red Bull, Red Rock
Guatemala Beer: Beck’s, Brahma, Bud Light, Budweiser, Busch, Corona, Goose Island, Hoegaarden, Leffe, Michelob ULTRA, Modelo (Especial and Negra), Stella Artois
Panama Beer: Atlas Golden Xtra, Balboa, Beck’s, Budweiser, Corona, Hoegaarden, Leffe, Michelob ULTRA, Modelo Especial, Modelo Negra, Stella Artois
Non-Beer: 7UP, Mirinda, Orange Crush, Pepsi, Pony Malta, Red Bull
Latin America South
Argentina Beer and Beyond Beer: Andes, Andes Origen, Brahma, Budweiser, Capriccio, Corona, Dante Robino Reserva, Dante Robino Varietales, Goose Island, Isidra, Michelob ULTRA, Novecento, Novecento Raices, Patagonia Quilmes, Stella Artois, Temple
Non-Beer: 7UP, Awafrut, Gatorade, H2OH!, Ortinal Mirinda, Paso de Los Toros, Pepsi, Red Bull, Rockstar
Bolivia Beer: Paceña, Huari, Golden by Skol, Budweiser, Corona, Stella Artois, Ducal, Baltica, Taquiña, Chicha Taquiña
Non-Beer: Pepsi, Pepsi Black, 7UP, Guaraná Antarctica, Gatorade, Maltin, H20H!, Somos (water)
Chile Beer: Baltica, Beck’s, Becker, Brahma, Budweiser, Corona, Coronita, Cusqueña, Goose Island, Hoegaarden, Kilometro 24.7, Leffe, Malta del Sur, Michelob ULTRA, Modelo Especial, Negra Modelo, Pilsen Del Sur, Quilmes, Stella Artois, Corona 0.0, Budweiser 0.0 Stella 0.0
Non-Beer: Corona Tropical
Paraguay Beer: Antarctica, Brahma, Brahma SubZero, Budweiser, Bud66, Corona, Corona Cero, Michelob ULTRA, Ouro Fino, Patagonia, Pilsen, Skol, Stella Artois, Stella 0.0
Non-Beer: Novecento, Caldén, Mike’s
Uruguay Beer and Beyond Beer: Andes, Beck’s, Brahma, Budweiser, Corona, Dante Robino, Franziskaner, Goose Island, Hoegaarden, Leffe, Löwenbräu, Michelob ULTRA, Negra Modelo, Norteña, Novecento, Oceánica, Patagonia, Patricia, Pilsen, Quilmes, Skol, Stella Artois, Zillertal
Non-Beer: 7UP, Gatorade, Guaraná, H2OH!, Mirinda, Paso de los Toros, Pepsi, Teem
Canada Beer and Beyond Beer: Alexander Keith’s, Archibald, American Vintage, Banded Peak, Beach Day Every Day, Beatbox, Beck’s, Boddington’s, Brava, Brickworks, Bud Light, Budweiser, Busch, Corona, Cutwater, Flying Fish, Goose Island, Hoegaarden, Kokanee, Kootenay, Labatt 50, Labatt Blue, Lakeport, Leffe, Löwenbräu, Lucky, Michelob ULTRA, Mike’s, Mill Street, Modelo, NÜTRL, Okanagan, Oland, Pacifico, Palm Bay, Rockstar, Rolling Rock, Spaten, SVNS Hard 7-UP, Stanley Park, Stella Artois, Tempo, Wildcat
Brazil
The Brazilian Beer Market
In Brazil, the two main packaging
presentations are standardized, returnable glass bottles largely present in the 300-milliliter and 600-milliliter formats, sold in bars
for on-premise consumption, as well as in supermarkets for off-premise consumption, and 350-milliliter one-way aluminum cans, which are
predominantly sold in supermarkets for off-premise consumption.
According to our estimates,
in 2025 we were the market leader of the Brazilian market in terms of beer sales volumes, mainly through our three major families of brands:
Skol, Brahma and Antarctica. Our closest competitor in Brazil is The Heineken Company.
Distribution represents
an important feature in this market, as the retail channel is fragmented into approximately one million points of sale. As of December
31, 2025, our distribution was structured under two separate branches, comprising (1) our network of exclusive third-party distributors,
involving 207 operations, and (2) our proprietary direct distribution system, involving 89 distribution centers located across most Brazilian
regions.
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We have been focusing on
direct distribution in large urban regions, while strengthening our third-party distribution system. In addition, to make the shopping
experience more practical and convenient for our retail customers and end consumers, we have launched innovative digital platforms to
deliver our products at affordable prices and with speed (Zé Delivery and BEES), offering these audiences a personalized
experience. These platforms, the result of continuous investment in technology and innovation, have driven our business not only in commercial
performance but, more importantly, in the value they create for our ecosystem, including our customers and consumers. See “Item
4. Information on the Company—B. Business Overview—Business Strategy.”
In the non-alcoholic beer
segment, we operate primarily though Brahma 0.0% (launched in 2013), Budweiser Zero (launched in 2021), Corona Cero (launched
in 2022) and Skol Zero Zero (launched in 2026).
The Brazilian Beyond
Beer Market
Some of our products extend
beyond typical beer consumption occasions, such as Beats and Brutal Fruit Spritzer which are designed for new occasions
and consumer groups in which beer is not that strong. In 2025, we launched Flying Fish, a flavored beer aimed at consumers who
do not enjoy the bitter taste typically associated with traditional beer. These innovations strengthen our Beyond Beer portfolio, a category
we continue to evaluate across different regions and markets. Also, we launched Guaraná Antárctica com Fibras in
2025, a traditional Brazilian soft drink with the addition of fiber, reflecting Ambev's ambition to be at the forefront given the growth
of the Brazilian beyond beer market.
The Brazilian NAB Markets
The NAB markets in Brazil
are comprised of many different segments, including CSD, bottled water, isotonic beverages, energy drinks, coconut water, powdered and
natural juices, and ready-to-drink teas. The CSD segment is the most significant to our business representing approximately 94% of the
NAB unit volume in 2025 and 49% of the addressable market. The most relevant formats for the category are the two-liter and one-liter
non-returnable PET bottles which are mainly sold in supermarkets for in-home consumption and the 350-milliliter one-way aluminum can is
also an important packaging format for our business and is mainly sold in off-trade (e.g., supermarkets) and on-trade (e.g., bars and
restaurants) channels.
Our main competitor in the
NAB market is The Coca-Cola Company. In addition to The Coca-Cola Company, we face competition from small regional bottlers that produce
what are usually referred to as “B Brands.” The B Brands compete mainly on price, usually being sold at a significantly lower
price than our products.
According to our estimates, the
leading CSD flavors in Brazil are (1) cola with 58% of the market in 2025, (2) guaraná with 19%, (3) orange with 8%, and (4) lime.
In the cola segment, Pepsi is the second bestselling brand and is sold under our exclusive production and bottling agreements with
PepsiCo, while in the “non-cola” flavor segment, we lead the market with Guaraná Antarctica. The non-sugar CSD
market is growing within CSDs and our main brands in this segment are: H2OH!, Pepsi Black (both sold under license from
PepsiCo) and Guaraná Antarctica Zero. Between 2022 and 2023, we launched new formulas for Pepsi Black and Guaraná
Antarctica Zero to maximize flavor which improved our presence in the segment. Our NAB portfolio also includes brands such as Gatorade
in the isotonic market, Lipton Iced Tea in the ready-to-drink tea market, which are also sold under license from PepsiCo and in
the energy drinks segment, we sell Fusion, a proprietary brand, and Red Bull, which is sold under an exclusive distribution
agreement (see “Item 4. Information on the Company—B. Business Overview—Licenses—Red Bull).
CAC (Central
America and the Caribbean)
Central
America
In Guatemala, the main
packaging presentations are the 12-ounce and the 16-ounce cans. Our main competitor in Guatemala is Cerveceria Centro Americana, the
market leader, which is a private company owned by local investors. According to our estimates, the total annual sales volume of the
Guatemalan beer market was 6,5 million hectoliters in 2025. We sell our beer
brands through The Central America Bottling Corporation (“CBC”) distribution network, jointly with CBC’s CSD portfolio.
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In Panama, we estimate that
we currently lead the beer market. The main packaging presentations are 355-milliliter cans, 285-milliliter bottles, and 355-milliliter
bottles and our main beer brands in Panama are Balboa ICE, Balboa, Atlas Golden Light, Atlas, and Corona. The main competitor
in the Panamanian beer market is Cervecería Barú Panamá. According to our estimates, the total annual sales volume
of the Panamanian beer market was 3.1 million hectoliters in 2025. Our Panamanian business also produces and commercializes soft drinks,
under franchise, being Pepsi, Canada Dry and Squirt the main brands distributed. In Panama, the annual sales volume
of the CSD market was 1.5 million hectoliters in 2025.
The Caribbean Beer Market
In Cuba, our main packaging
presentation is the 355 milliliter cans. We currently sell the Bucanero, Cristal, Mayabe and Cacique local beer brands in
Cuba. According to our estimates, the total annual sales volume of the Cuban beer market was approximately 3.6
million hectoliters in 2025. Our main competitor in Cuba is imported beer (over 100 worldwide brands).
In the Dominican Republic,
the annual sales volume of the beer market was 5.1 million hectoliters in 2025, according to our estimates. The main packaging presentations
in the Dominican beer market consists of the returnable 650-milliliter and 355-milliliter glass bottles, which are predominantly sold
in small convenience stores. We currently lead the beer market in the Dominican Republic after our acquisition of CND, with a leading
portfolio of brands such as Presidente, Presidente Light, Brahma Light, Bohemia, The One, Corona, Modelo
Especial, Stella Artois and Budweiser. Our distribution system in the Dominican Republic is comprised mainly of direct
distribution operations.
The Caribbean CSD Market
According to our estimates,
the annual sales volume of the Dominican CSD market was 4.7 million hectoliters in 2025. The main packaging presentation in the Dominican
CSD market is the 400 mL bottle, in PET format, which is predominantly sold in small retail stores. Industrias San Miguel, which adopts
a low-price strategy has the leadership of the Dominican CSD Market, followed by The Coca-Cola Company, represented by Bepensa. We are
currently the third player in that market in terms of sales volume according to our estimates.
Our main CSD brands in the
Dominican Republic are Red Rock, Pepsi, and Seven Up, all of which are marketed under an exclusive bottling agreement
with PepsiCo. Our distribution system in the Dominican Republic is comprised of direct distribution operations and third-party distributors.
Operations
through Third-Party Distributors
We also sell Budweiser,
Bud Light, Michelob Ultra, Stella Artois, Corona, Modelo Especial, Presidente, Beck’s,
Leffe and Hoegaarden, through third-party distributors in Costa Rica, Venezuela, Aruba, Bahamas, Bermuda, Cayman, Curacao,
French Guyana, Grenada, Guadalupe, Guyana, Jamaica, Martinique, Saint Marteen, St. Kitts, St. Lucia, Suriname, Trinidad & Tobago,
Turks and Caicos, and US Virgin Islands.
Latin America
South
Argentina
Argentina is one of our most
important regions, second only to Brazil in terms of volume.
As of December 31, 2025,
we served more than 300 thousand points of sale throughout Argentina both directly and through our exclusive third-party distributors.
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The Argentine Beer Market
According to our estimates,
the annual sales volume of the Argentine beer market was 15.4 million hectoliters in 2025. With a population of approximately 47 million,
Argentina is Latin America South’s largest and most important beer market.
In Argentina, 30% of our
beer volume was distributed directly by us and 70% was distributed through exclusive third-party distributors in 2025. Our main package
presentation in Argentina is the 1-liter returnable glass bottles, which accounted for 49% of our sales in 2025.
According to our estimate,
the on-premises consumption represented 7% of beer volumes in Argentina in 2025, and off-premise, including supermarkets sales represented
93% of beer volumes. The main channels of volume consumption in Argentina are through kiosks and small grocery stores.
Our most important beer brands
in Argentina are Brahma, Quilmes and Budweiser. According to Scentia, we are the leading beer producers in Argentina, and
our main competitor in Argentina is Compañía Cervecerías Unidas S.A.
The Argentine CSD Market
According to our estimates,
in 2025, annual sales volume of the Argentine CSD market was 37.3 million hectoliters. In Argentina, 46% of our CSD volume was distributed
directly by us and 54% is distributed through exclusive third-party distributors in 2025. Non-returnable bottles represented 63% of our
CSD sales in Argentina in 2025.
We are the exclusive Pepsi
bottlers in Argentina and our most important CSD brands in that country are Pepsi and Seven Up. According to Scentia, we
are the second player in the Argentine CSD market in 2025, only after The Coca-Cola Company.
Bolivia
The Bolivian Beer Market
According to our estimates,
the annual sales volume of the Bolivian beer market was 4.62 million hectoliters in 2025. The Bolivian market is strongly influenced by
macroeconomic trends and governmental regulatory and fiscal policies.
In Bolivia, in 2025, 58%
of our beer volume was directly distributed by us and the remaining 42% was distributed through third-party distributors who are not exclusive.
Our most relevant package presentation in Bolivia is the 620-milliliter returnable glass bottle, which made it our most important package
in sales in 2025.
Our most important beer brands
in Bolivia are Paceña, Huari and Golden. According to estimates, we are the leading beer producer in Bolivia.
The Bolivian CSD Market
In March 2009, we acquired
100% of Bebidas y Aguas Gaseosas Occidente S.R.L., from SAB (through Quinsa) becoming the exclusive bottler of PepsiCo. in Bolivia.
According to our estimates,
in 2025, the annual sales volume of the Bolivian CSD market was 12.2 million hectoliters. Of our total CSD volumes in Bolivia in 2025,
84% was directly distributed by us and 16% was distributed through third-party distributors, while all our CSD sales in that country in
2025 were through non-returnable bottles. CSD main brands are Pepsi/Pepsi Black, Seven Up and Guaraná Antarctica.
According to our estimates, we were not the largest player in the market in 2025.
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Chile
According to our estimates,
the annual sales volume of the Chilean beer market was 10.5 million hectoliters in 2025. Beer consumption in Chile has declined for the
4th consecutive year. Our most important beer brands in Chile are Corona, Budweiser, Becker, Stella Artois
and Cusqueña.
As of December 31, 2025,
we were the second beer producers in Chile, according to our estimates, and our main competitor and the leader in the country is Compañía
Cervecerías Unidas S.A. In Chile 100% of our beer volumes was distributed through an exclusive third-party distributor.
In 2015, we became the exclusive
distributors of the Corona brand in Chile, and since January 2016 we also started to import and distribute Budweiser in
Chile, followed by Cusqueña in 2018.
Paraguay
According to our estimates,
the annual sales volume of the Paraguayan beer market was 5.1 million hectoliters in 2025, excluding smuggling.
The market for beer in Paraguay
has traditionally distinguished itself from those in the southern cone countries in certain respects because (1) beer has not faced significant
competition from wine as an alternative alcoholic beverage; (2) the domestic beer market has faced significant competition from imported
brands, which accounted for a far higher market share in Paraguay than in neighboring countries; and (3) the seasonality of our products
is lower due to warmer conditions throughout the year.
In Paraguay, 75.4% of our
beer volumes was directly distributed by us and 24.6% was distributed through exclusive third-party distributors in 2025. Our main package
presentation in Paraguay is the 940-millimeter returnable glass bottle, which accounted for 38.8% of our sales in 2025.
Our most important beer brands
in Paraguay are Brahma, Ouro Fino, Skol, Bud 66, Pilsen and Corona with a leader market position in the country in 2025, according
to our estimates. Main packaging formats consist of: 940-millimeter returnable glass bottle, with 46% share per pack in the industry,
and 269 millimeter, with 30% share per pack in the industry, distributing to all of the country.
Uruguay
The Uruguayan Beer Market
According to our estimates,
the annual sales volume of the Uruguayan beer market was 1 million hectoliters in 2025. Our Latin America South business unit manages
both the beer and CSD businesses in Uruguay out of a facility based in that country.
In Uruguay, on June 1, 2023,
we implemented a “Route To Market Project,” resulting in 100% of our beer volume distributed through exclusive third-party
distributors. Previously, from January to May 2023, 21% of our beer volumes was directly distributed by us and 80% was distributed through
exclusive third-party distributors. Our main package presentation in Uruguay is the 1-liter returnable glass bottle, which accounted for
48% of our sales in 2025.
Our most important beer brands
in Uruguay are Patricia and Pilsen, with a leading market position in 2025, according to our estimates.
The Uruguayan CSD Market
According to our estimates,
in 2025, the annual sales volume of the Uruguayan CSD market was 3 million hectoliters.
In Uruguay, 100% of our CSD
volume was distributed through exclusive third-party distributors in 2025. Non-returnable bottles accounted for 1% of our sales in that
country in 2025. Our most important brand in Uruguay is Pepsi, with The Coca-Cola Company being our main competitor.
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Canada
The Canadian Beer Market
According to our estimates,
in 2025, the annual sales volume of the Canadian Beer market was 18.4 million hectoliters, declining 2.5% versus 2024.
Our Canada business segment
is represented by the Labatt operations, which sells domestic and ABI beer brands, and a portfolio of ready to drink (“RTD”)
and cider brands.
According to our estimates,
Labatt is the market leader in the Canadian beer market. The main packaging presentations in that country are the 355-milliliter and the
473-milliliter aluminum cans, which are predominantly sold in privately owned and government-owned retail stores in addition to privately
owned on-trade establishments. Our main competitor in Canada is MolsonCoors, but we also compete with smaller brewers, such as Sleeman
Breweries Ltd. and Moosehead Breweries Ltd.
Our main beer brands in Canada
are Budweiser, Bud Light, Busch, Corona, Michelob Ultra and Stella Artois (brewed and sold under licenses
from subsidiaries of ABI), along with Labatt Blue, Kokanee, Lucky Lager, Alexander Keith’s, and several other
beer brands. Our distribution system in Canada is structured in different ways across the country, as further explained below.
Other Canadian Markets
According to our estimates,
in 2025, the annual sales volume of the Canadian RTD market was 4.4 million hectoliters, growing 6.9% versus 2024, after low single-digit
declines in the prior two years. Labatt’s RTD portfolio in Canada includes the NÜTRL,
Mike’s, Cutwater, Okanagan, Palm Bay, American Vintage, Beach Day Every Day and SVNS Hard 7-UP brands.
Distribution in Ontario
In Ontario, the province
with the largest beer consumption in Canada, we are part owners, together with a collection of other brewers, of a distribution, retail
and recycling joint venture named Brewers Retail Inc., incorporated in 1927 and operating as The Beer Store (“TBS”). In 2024,
the government of the Province of Ontario, TBS, Labatt, MolsonCoors and Sleeman signed the Early Implementation Agreement (“EIA”),
which specifies TBS’s role as the primary distributor, designated recycler, and a retailer of beer following the expansion of the
retail marketplace for beverage alcohol sales in Ontario in 2024, and termination of the Master Framework Agreement on December 31, 2025.
Following the implementation
of the EIA in 2024, the channels through which eligible beer of all pack sizes, wine and RTDs can be sold in Ontario include: (i) TBS,
(ii) the Liquor Control Board of Ontario (“LCBO”), a chain of liquor stores owned by the government of the Province of Ontario,
(iii) all eligible grocery stores, (iv) eligible convenience stores, and (v) bars and restaurants. The LCBO maintains the exclusive
ability to sell spirits, both to consumers and to bars and restaurants.
The EIA further stipulates
features of the Ontario beverage alcohol marketplace and related distribution and recycling systems, including: (i) TBS retaining the
right to maintain retail operations through at least January 1, 2033, (ii) TBS continuing to be the primary distributor of beer and malt-based
RTDs to existing channels and new grocery and convenience stores through January 1, 2031, (iii) TBS having the ability to distribute non-alcoholic
beverages, in addition to all beverage alcohol types, through January 1, 2031, (iv) TBS continuing to provide recycling services, and
(v) maintaining pre-existing regulations in Ontario prohibiting trade spend and applying them to the expanded retail channels.
The nature of Labatt’s
and TBS’s businesses requires compliance with laws, regulations and oversight by the Alcohol and Gaming Commission of Ontario (“AGCO”)
and Liquor Control Board of Ontario (“LCBO”). The Liquor License and Control Act and its regulations
are administered by the AGCO, which is an Ontario provincial regulatory agency reporting to the Ministry of the Attorney General and
affiliated with the Ministry of Finance. The Province of Ontario and its agents, the AGCO and LCBO, oversee all aspects of the beverage
alcohol sector.
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Distribution in Quebec
Quebec is the province in
Canada with the second largest beer consumption. In this province there are no exclusive rights for the sales of beer, and both the on-premise
and off-premise sales channels are mostly comprised of privately owned stores. The SAQ, a government-operated liquor store, sells a select
few beer brands that are not available in the private retail system.
We (as well as our competitors)
sell our products in Quebec through a direct sales and distribution system.
Distribution in the Western Provinces
and Territories
MolsonCoors and Labatt are
each a shareholder in Brewers Distributor Limited, which operates a distribution network primarily for beer in the four western provinces
of British Columbia, Alberta, Manitoba and Saskatchewan, as well as three territories (Yukon, the Northwest Territories and Nunavut).
In Alberta, a part of the volume is also sold through a third-party wholesaler. In these Western Canadian markets, there are both privately
controlled retail stores (such as in Alberta, British Columbia and Saskatchewan) and government-controlled retail stores (such as in British
Columbia and Manitoba).
Distribution in the Atlantic
Provinces
We distribute and sell our
products in the Atlantic Provinces (including New Brunswick, Newfoundland, Nova Scotia and Prince Edward Island) through (1) distribution
and retail networks controlled by the government in the provinces of Nova Scotia, New Brunswick and Prince Edward Island; and (2) private
distributors in Newfoundland.
Beer, CSD and
RTD Production Process
The basic brewing process
for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing
and fermentation, followed by maturation, filtering and packaging. Although malted barley (malt) is the primary ingredient, other grains
such as unmalted barley, corn, rice or wheat are sometimes added to produce different beer flavors. The proportion and choice of other
raw materials vary according to regional taste preferences and the type of beer.
The first step in the brewing
process is making wort by mixing malt with warm water and then gradually heating it to approximately 75°C in large mash turns to dissolve
the starch and transform it into a mixture, called “mash,” of maltose and other sugars. The spent grains are filtered out
and the liquid, now called “wort”, is boiled. Hops are added at this point to give a special bitter taste and aroma to the
beer and help preserve it. The wort is boiled for one to two hours to sterilize and concentrate it and extract the flavor from the hops.
Cooling follows, using a heat exchanger. The hopped wort is saturated with air or oxygen, essential for the growth of the yeast in the
next stage.
Yeast is a micro-organism
that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes 5 to 11 days, after which the wort
finally becomes beer. Different types of beer are made using different strains of yeast and wort compositions. In some yeast varieties,
the cells rise to the top at the end of fermentation. Ales and wheat beers are brewed in this way. Pilsen beers are made using yeast cells
that settle to the bottom.
During the maturation process
the liquid clarifies as yeast and other particles settle. Further filtering gives the beer more clarity. Maturation varies by type of
beer and can take as long as three weeks. Then the beer is ready for packaging in kegs, cans or bottles.
CSDs and RTDs are produced
by mixing water, flavored concentrate and sugar or sweetener. In the case of RTDs, alcohol is also included in this blend. Water is processed
to eliminate mineral salts and filtered to eliminate impurities. Purified water is combined with processed sugar or, in the case of diet
CSDs, with artificial sweeteners and concentrate. For CSDs and carbonated RTDs, carbon dioxide gas is injected into the mixture to produce
carbonation. Immediately following carbonation, the mixture is packaged. In addition to these inputs, delivery of the product to consumers
requires packaging materials such as PET bottles, aluminum cans, labels and plastic closures.
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For information on our production
facilities, see “Item 4. Information on the Company—D. Property, Plant and Equipment.”
Sources and Availability
of Raw Materials
Beer
The main raw materials used
in our production are malt, non-malted cereals, hops and water.
Barley and Malt
Malt is widely available,
and our malt requirement is met by domestic and international suppliers as well as our own six malting facilities. In the case of our
beer operations in South America (Brazil & LAS), approximately 70% of our malt needs were supplied by our own malting facilities located
in the south of Brazil, Argentina and Uruguay in 2025.
For the remaining malt demand,
our main supplier is Cooperativa Agroindustrial Agraria, located in the State of Paraná in Brazil. Market prices for malt
are volatile and depend on the quality and the level of production of the barley crop across the world, as well as on the intensity of
demand.
The barley used in our malting
facilities is bought directly from South America farmers. Barley prices depend on local winter crop markets, wheat market prices on the
main boards of trade across the world and on the barley quality during the harvest.
To avoid the impact of short-term
volatility in barley and malt prices on our production costs, we enter into future contracts or financials instruments. See “Item
11. Quantitative and Qualitative Disclosures about Market Risk.”
Hops
There are two types of hops
used in our beer production: hops used to give beer its distinctive bitter flavor, which we generally import from the United States, and
hops used to give beer its distinctive aroma, which we generally import from Europe and part from our local production in Argentina. Hops
industry is concentrated in a few international suppliers, such as Barth-Haas Group and Hopsteiner.
Non-malted Cereals
Non-malted cereals are purchased
from domestic suppliers, the most relevant of which are Ingredion, Cargill Agrícola and Arrozeira Pelotas.
Those cereals grow in several regions in Brazil and are generally widely available.
To avoid the impact of short-term
volatility in corn prices on our production costs, we enter into financials instruments. See “Item 11. Quantitative and Qualitative
Disclosures about Market Risk.”
Water
Water represents a small
portion of our raw material costs. We obtain our water requirements from several sources, such as lakes and reservoirs, deep wells located
near our breweries, rivers adjoining our plants and public utility companies. We monitor the quality, taste and composition of the water
we use, and treat it to remove impurities and to comply with our high-quality standards and applicable regulations. As a result of advances
in technology, we have continuously reduced our water consumption per hectoliter produced. See “Item 4. Information on the Company—B.
Business Overview—Business Strategy—Sustainability”.
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Non-alcoholic
Beverages
The main raw materials used
in our production are concentrate (including guaraná extract), sugar, sweetener, juices, water and carbon dioxide gas. Most of these
materials are obtained from local suppliers.
Guaraná Berries
We have a 1,070-hectare
farm that provides us with 20-tons of guaraná seeds (roasted grains) per year, or about 6% of our needs, with the balance
currently being purchased directly from farmers and their organizations in Maués, with the remainder purchased directly from independent
farmers in the Amazon region. The focus of our own farm is to supply guaraná seedlings to local producers and to promote
the sustainable cultivation of guaraná in the Amazon Region. About 10 thousand seedlings are donated each year.
Concentrates
We have a concentrate facility
in the north of Brazil which produces the concentrates to meet our requirements to produce of our proprietary brand Guaraná
Antarctica among others. The concentrate for Pepsi CSD products is purchased from PepsiCo.
Sugar
Sugar is widely available
and is purchased by our regional sourcing entity. We use sugar in our CSD products mainly in Brazil, Argentina, Bolivia, Uruguay, and
the Caribbean. To avoid the impact of short-term volatility in sugar prices on our production costs, we enter into derivative instruments.
See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”
Juices
Orange, lemon, grape, apple,
and other juices used in our CSD are purchased in Brazil. We also use lemon and grapefruit juices in our CSD products in Argentina and
Uruguay. Our main suppliers are Louis Dreyfus Commodities, Cutrale, Citrus Juice, Litoral Citrus and San
Miguel.
Packaging
Packaging costs are comprised
of the cost of glass and PET bottles, aluminum cans, plastic film (shrink and stretch), paper labels, plastic closures, metal crowns and
paperboard, and other materials. To mitigate the risks of short-term volatility in aluminum and some other packaging materials prices
on our production costs, we enter into derivative instruments; for further information on this matter see “Item 11. Quantitative
and Qualitative Disclosures about Market Risk.” We also set a fixed price for the period in accordance with the prevailing macroeconomic
conditions for some materials.
In April 2008, we started
operating a glass bottle producing facility in Rio de Janeiro, which we expanded in November 2015. This unit’s capacity is of approximately
260 thousand tons of glass and in 2025 such unit attended approximately 35% of our glass needs in Brazil.
In 2025, we also inaugurated
the first glass factory in Paraná, built to operate with 100% renewable electricity and advanced high-efficiency furnaces. The
plant integrates recycled glass, with the capability to reach up to 80% in certain lines, reducing raw material use and emissions. This
development reinforces Ambev’s circular economy strategy and supports sustainable packaging initiatives. With this opening, the
company consolidates innovation efforts while mitigating its environmental impact.
We have supply contracts
with respect to most packaging materials. The choice of packaging materials varies by cost and availability in different regions, as well
as consumer preferences and the image of each brand.
Our aluminum cans are mainly
sourced regionally by global companies, while our glass containers are sourced by a variety of suppliers, both regionally and globally.
Also, in September 2020, we opened our can plant facility in the state of Minas Gerais, which has a production capacity of 2.5 billion
cans per year. Our can plant served approximately 15% of our can needs in 2025 in Brazil.
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We obtain the labels for
our beer and CSD primarily from local suppliers; in Brazil, the majority of our beer label requirements are met by a printing house that
belongs to FAHZ and is operated by us pursuant to a lease agreement. Plastic closures are principally purchased regionally, and PET pre-forms
are principally purchased regionally by both local and global companies. Crown caps in Brazil are mainly sourced from our vertical operation
in Manaus, Arosuco Aromas e Sucos Ltda. (“Arosuco”). These producers also supply some of our other Latin American operations.
Regulation
All our operations are subject
to local governmental regulation and supervision, including (1) labor laws; (2) social security laws; (3) public health, consumer protection
and environmental laws; (4) securities laws; (5) antitrust laws; (6) foreign exchange laws; and (7) international sanctions and embargoes.
In addition, we may also be subject to regulations aimed at (i) ensuring healthy and safe conditions in facilities for the production,
bottling, and distribution of beverages and (ii) placing restrictions on beer and CSD consumption.
Environmental laws in the
countries where we operate are mostly related to (a) the conformity of our operating procedures with environmental regulation and standards
regarding, among other issues, the use of water resources, the emission of gas and liquid effluents, environmental permits and (b) the
management and disposal of one-way packaging and other solid waste.
Governmental restrictions
on beer consumption in the markets where we operate vary from one country to another, and in some instances, from one local region to
another. The most relevant restrictions are:
• each country or province has a minimum legal drinking age that is established by the government; the beer legal drinking age varies from 18 to 21 years.
• some local and federal governments require that retail stores own special licenses for the sale of alcohol; this is the case in some regions of Argentina, Bolivia, Chile, Panama and Canada.
• some local and federal governments (including Bolivia, Argentina, Uruguay and Canada) prohibit the sale of alcoholic beverages within a certain distance from schools, hospitals and other designated areas, as well as place certain restrictions on the time of sale and consumption of these products in public places and private clubs.
• some local governments in Canada establish a minimum price for beer sales, which is named Social Reference Price (“SRP”). There is a specific SRP for each different packaging presentation. The SRP may vary from one province to another.
• in some provinces in Canada the off-trade is restricted to government-owned or licensed stores. See “Item 4. Information on the Company—B. Business Overview—Description of the Markets Where We Operate—Canada”.
• beer sales in the off-premise channel in Canada in the Province of Ontario are restricted to four retail channels. One of them is the LCBO, which is government-owned. The second retail channel is TBS, which is jointly owned by Labatt and several other brewers. The third retail channel is eligible groceries. The fourth retail channel is eligible convenience stores. The AGCO regulates the alcohol industry.
Many governments also impose
restrictions on beer advertising, which may affect, among other issues, (1) the media channels used, (2) the contents of advertising campaigns,
which may also include restrictions to influencer marketing campaigns, and (3) the time and places where beer can be advertised.
Marketing
Our marketing initiatives
are concentrated on off-trade and on-trade initiatives. Off-trade initiatives comprise mass media vehicles, such as television, radio,
magazines, internet websites, social media and influencers. On-trade initiatives include banners, and all types of enhancements to the
point of sale, such as branded coolers and decorated furniture.
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Licenses
Pepsi
We
have a long-term agreement with PepsiCo whereby we have been granted the exclusive right to bottle, sell and distribute certain brands
of PepsiCo’s portfolio of CSDs in Brazil, including Pepsi, Pepsi Black, Gatorade,
H2OH!, and Lipton Iced Tea. We are also, through our subsidiaries,
PepsiCo’s bottler for Argentina, Canada, Uruguay, Bolivia, Panama and Dominican Republic. In 2025, sales volumes of PepsiCo products
represented approximately 39% of our total NAB sales volumes in Brazil, 42% of our total NAB sales volumes in the Dominican Republic and
99% of our NAB sales volumes in Argentina, 93% of our NAB sales volumes in Bolivia, 98% of our NAB sales volumes in Uruguay and 23% of
our NAB sales volumes in Panama.
Red Bull
We have a long-term distribution
agreement with Red Bull, providing for the exclusive right to sell and distribute certain brands of Red Bull’s portfolio in specific
limited points of sale of the on-trade channel in Brazil. We also have agreements with Red Bull to distribute their portfolio in a few
limited channels in Argentina and the Dominican Republic.
Licensing Agreements
with ABI
Budweiser, Bud Light,
Busch and Busch-Light
We also have a licensing
agreement with ABI which allows us to exclusively produce, distribute and market Budweiser in Brazil and Argentina. We also have
certain arrangements to sell and distribute Budweiser products in Guatemala, Dominican Republic, Panama, Puerto Rico, Costa Rica,
Nicaragua, and certain other countries in CAC, Uruguay, Chile, Bolivia and Paraguay.
Effective January 1998, Labatt
entered into long-term licensing agreements with ABI whereby Labatt was granted the exclusive right and license to manufacture, bottle,
sell, distribute and market some of ABI’s brands, including the Budweiser, Bud Light, Busch and Busch Light brands,
in Canada, including the right to use ABI’s trademarks for those purposes. The agreements expire in January 2098 and are renewable
by either party for a second term of 100 years. According to our estimates, the Budweiser brand is currently the largest selling
brand, while Bud Light is the third largest selling brand, in Canada in terms of volume. In 2025, Budweiser, Bud Light, Busch
and Busch Light represented, in aggregate, approximately 49% of Labatt’s total beer sales volumes
Stella Artois, Beck’s
and Brahma
We have a cross-licensing
agreement with ABI through which we are allowed to produce, bottle, sell and distribute beer under the Stella Artois and Beck’s
brands in Latin America and Canada on an exclusive basis, and ABI is allowed to produce, bottle, sell and distribute beer under the brand
Brahma in Europe, Asia, Africa and the United States on an exclusive basis. Ambev has agreed not to produce directly or indirectly,
bottle, distribute, sell or resell (or have an interest in any of these), any other European premium branded beer in Latin America, and
ABI has agreed to be bound by the same restrictions relating to any other Latin American premium branded beer in Europe, Asia, Africa
and the United States. As a result, in June 2005 we launched Stella Artois in Brazil and, since March 2005, ABI has been distributing
Brahma beer in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece.
Corona and Modelo
We have supply agreements
with Grupo Modelo, S. de R.L. de C.V. (“Cervecería Modelo” - formerly Grupo Modelo, S.A.B. de C.V.), a subsidiary of
ABI, to produce, import, and resell Corona products (Corona Extra, Corona Light, Coronita, Corona Cero, Modelo Especial, Pacifico
and Negra Modelo) in Brazil, Argentina, Chile and other Latin America countries as well as to import and domestically produce certain
of these products, including Modelo Especial, in Canada.
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We also have a licensing
agreement with Grupo Modelo to produce, distribute and market Modelo Especial and Corona Extra in Guatemala, to produce,
distribute and market Modelo Especial in Dominican Republic, and to import, promote and resell Modelo Especial in Canada.
Spaten
We have a licensing agreement
with Spaten-Franziskaner-Bräu GmbH, a subsidiary of ABI, to produce, promote, advertise and sell Spaten in Brazil and Canada.
We also have certain arrangements to sell and distribute Spaten products in Uruguay.
Michelob and Goose
Island
We also have certain other
agreements which allows us to sell and distribute Michelob Ultra, Michelob, and Goose Island in Brazil, Argentina,
Chile, Uruguay, Paraguay, Guatemala, Dominican Republic, Panama, Costa Rica, and certain other countries in CAC, as well as in Canada.
Cutwater and NÜTRL
We also have licensing agreements
that allow us to produce, promote, advertise and sell Cutwater in Canada, and that allow ABI to produce, promote, advertise and
sell NÜTRL in the United States.
Can supply
We have ABI’s subsidiary,
Metal Container Corporation, as one of our main can suppliers.
Taxation
Changes to Brazilian
Taxes on Beverages
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%), with effects from early 2025 on. In 2025, the State of Alagoas increased their ICMS Value-Added
Tax rate to soft drinks (increases of 1.5%), with effects from early 2026 on.
The
Brazilian consumption tax reform was approved in December 2023, and, consequently, potentially relevant changes will likely arise in relation
to the Brazilian taxation applicable on beverages in the coming years, including, the imposition of an excise tax (IS) on alcoholic beverages
and sugary drinks in addition to the dual-VAT (IBS and CBS). The tax reform also eliminates all indirect tax incentives currently applicable,
preserving only certain specific benefits as the Manaus Free Trade Zone. Considering the reform is still pending a series of definitions,
especially tax rates definition, we cannot anticipate the impact on our operations with any precision as of the date of this annual report
on Form 20-F. However, changes may be significant and could have negative consequences on our results of operations.
C. Organizational Structure
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 FAHZ held in aggregate approximately 72.6% of our total and voting capital stock (excluding treasury
shares) as of December 31, 2025.
ABI has a majority control
over Ambev, even though (1) ABI is subject to the Shareholders’ Agreement and (2) ABI is controlled by Stichting that represents
an important part of interests of BRC and the 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.”
We conduct the bulk of our
operations in Brazil directly. We also indirectly control Labatt and the operations conducted by our CAC and Latin America South units.
The following chart illustrates the ownership structure of our principal subsidiaries as of December 31, 2025, based on total share capital
owned.
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C. Organizational Structure
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D. Property, Plant and
Equipment
Our properties consist primarily
of brewing, soft drink production, malting, bottling, distribution and office facilities in the countries where we operate.
As of December 31, 2025,
our aggregate beer and non-alcoholic beverages production capacity was 233 million hectoliters per year. In 2025, the total production
at the facilities set forth below was equal to 171 million hectoliters.
The following is a list of
our main production facilities as of December 31, 2025:
Brazil
Plant Type of Plant
Almirante Tamandaré, Paraná Soft Drinks
Anápolis, Goiás Mixed
Aquiraz, Ceará Mixed
Camaçari, Bahia Mixed
Cuiabá, Mato Grosso Mixed
Estância, Sergipe Mixed
Guarulhos, São Paulo Beer
Itapissuma, Pernambuco Mixed
Jacareí, São Paulo Beer
Jaguariúna, São Paulo Mixed
Juatuba, Minas Gerais Mixed
Jundiai, São Paulo Soft Drinks
Lages, Santa Catarina Beer
Cachoeiras de Macacu, Rio de Janeiro Mixed
Manaus, Amazonas Mixed
Pirai, Rio de Janeiro Mixed
Ponta Grossa, Paraná Beer
Rio de Janeiro, Rio de Janeiro Mixed
São Luís, Maranhão Beer
Sapucaia do Sul, Rio Grande do Sul Soft Drinks
Sete Lagoas, Minas Gerais Mixed
Teresina, Piauí Mixed
Uberlândia, Minas Gerais Beer
Viamão, Rio Grande do Sul Mixed
Crown Manaus, Amazonas Crown Cap
Glass Rio, Rio de Janeiro Glass Bottles
Label São Paulo, São Paulo Labels
Malt. Navegantes, Rio Grande do Sul Malt
Malt. Passo Fundo, Rio Grande do Sul Malt
Cans Minas, Minas Gerais Cans
SAZ Zitec Research Pilot Brewery, Rio de Janeiro Research Plant
Colorado, São Paulo Beer
Bohemia, Rio de Janeiro Beer
SD Aromas, Manaus Soft Drinks Kits
Agudos, São Paulo Beer
Carambeí, Paraná Glass Bottles Glass Bottles
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CAC
Plant Type of Plant
Ambev Centroamerica, Guatemala Beer
Santo Domingo, Dominican Republic Mixed
Hato Nuevo, Dominican Republic Mixed
Cuba Mixed
Panama Mixed
Latin America South
Plant Type of Plant
Acheral, Argentina Beer
Cordoba, Argentina Soft Drinks
Corrientes, Argentina Mixed
Manantial, Argentina Soft Drinks
Mendoza, Argentina Mixed
Pompeya, Argentina Soft Drinks
Quilmes, Argentina Beer
Zárate, Argentina Beer
Cerveceria Argentina, Argentina Beer
Cochabamba, Bolivia Beer
El Alto, Bolivia Soft Drinks
Huari, Bolivia Beer
La Paz, Bolivia Beer
Sacaba, Bolivia Soft Drinks
Santa Cruz, Bolivia Beer
Santiago, Chile Beer
Ypane, Paraguay Beer
Minas, Uruguay Beer
Montevideo, Uruguay Mixed
Malt. Pampa, Argentina Malt
Crown Coroplas, Argentina Crown Cap
Malt Tres Arroyos, Argentina Malt
Can Oruro, Bolivia Cans
Glass Ypane, Paraguay Glass Bottles
Malt Nueva Palmira, Uruguay Malt
Malt Paysandu, Uruguay Malt
Hop Fernandez Oro, Argentina Hops Pellets
Zarate Research Pilot Brewery, Argentina Research Plant
Patagonia, Argentina Beer
Dante Robino, Argentina Wine
Tarija, Bolivia Beer
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Canada
Plant Type of Plant
St. John’s Beer
Halifax Beer
Montreal Beer/RTD
London Beer/RTD
Edmonton Beer/RTD
Creston Beer
Mill Street Beer/Spirits
Turning Point Beer/RTD/Cider
Archibald Beer
Alexander Keith’s Beer
Banded Peak Beer
Stanley Park Beer
Lacroix Cider
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