SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of May, 2026

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

Table of Content 

1.       Issuer’s business

1.1 – Issuer’s history

Ambev S.A. (“Company” or “Ambev”) was incorporated on July 8, 2005. However, its history began decades ago, as Ambev is the successor of Brahma and Antarctica, two of the oldest brewers in Brazil. Antarctica was founded in 1885 and Brahma 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.

On December 7, 2012, Companhia de Bebidas das Américas – Ambev announced its intention to propose to its shareholders a corporate restructuring aimed at migrating its ownership structure then in force, with two classes of shares (ordinary and preferred), to one with a single type of common shares, aiming to simplify the corporate structure and improve the governance of Companhia de Bebidas das Américas – Ambev, increasing share liquidity and the flexibility of the management of its capital structure.

On March 1, 2013, the Company had its name changed to Ambev S.A. and its corporate purpose was changed, which became, among others: (i) the production and trading of beer, soft drinks and other drinks, as well as food in general; (ii) the production and trading of beverage raw materials; (iii) the production, certification and trading of seeds and grains; (iv) agricultural cultivation and promotion activities; (v) the import and export of products; and (vi) the operation of bars, restaurants and snack bars.

The proposal submitted to shareholders of Companhia de Bebidas das Américas – Ambev, by means of a Material Fact published on May 10, 2013, foresaw that the restructuring would be accomplished through the merger, by the Company, of all of the shares issued by Companhia de Bebidas das Américas – Ambev which were not owned by the surviving company, under the terms of Law No. 6,404/1976 (“Merger of Shares”) in which all of the shares issued and outstanding of Companhia de Bebidas das Américas – Ambev, including shares in the form of American Depositary Receipts (“ADRs”), except shares and ADRs of Companhia de Bebidas das Américas – Ambev held by the Company, should be exchanged for common shares and ADRs issued by the Company. By virtue of the Merger of Shares, each share issued by Companhia de Bebidas das Américas – Ambev, whether common or preferred, or ADR representative of a share, common or preferred, of Companhia de Bebidas das Américas – Ambev, would make its holder entitled to receive five common shares issued by the Company or five ADRs of the Company, as appropriate.

On May 10, 2013, the Board of Directors and the Fiscal Council of Companhia de Bebidas das Américas – Ambev held meetings, and there was a meeting of the Company’s Board of Directors, in which these bodies approved the Merger of Shares proposal, pursuant to the terms of the Merger of Shares Protocol and Justification issued by Companhia de Bebidas das Américas – Ambev by Ambev S.A.

As a preliminary step to the Merger of Shares, on June 17, 2013, the contribution to the capital stock of the Company of all of the shares issued by Companhia de Bebidas das Américas – Ambev owned by Anheuser-Busch InBev S.A./NV (“ABI”), held through InterBrew International GMHB (formerly called InterBrew International B.V.) and AmBrew S.à.r.l (formerly AmBrew S.A.) was made. As a result, the Company became the holder of 1,301,670,110 common shares and 637,049,453 preferred shares issued by Companhia de Bebidas das Américas – Ambev, thus becoming its controlling shareholder. The contribution had no effect for the purposes of the proposed replacement ratio in the Merger of Shares or for the dilution of Companhia de Bebidas das Américas – Ambev shareholders.

On July 30, 2013, the extraordinary general meetings of Companhia de Bebidas das Américas – Ambev and of the Company were held, which approved, among other issues, the Protocol and Justification of the Merger of Shares issued by Companhia de Bebidas das Américas – Ambev by Ambev S.A., the valuation report of the shares and the Merger of Shares, as well as the increase in the Company’s capital subscribed by the management of Companhia de Bebidas das Américas – Ambev and fully paid through the transfer of all shares of Companhia de Bebidas das Américas – Ambev, excluding those held by the Company.

As a result of the Merger of Shares, Companhia de Bebidas das Américas – Ambev became a wholly-owned subsidiary of the Company and the former shareholders of Companhia de Bebidas das Américas – Ambev became holders of the same proportion of shares in the Company that they had previously held in Companhia de Bebidas das Américas – Ambev.

On October 30, 2013, CVM granted the Company’s registration as a category “A” securities issuer, pursuant to CVM Resolution 80, of March 29, 2022. The Company’s shares and ADRs were admitted for trading, respectively, on the Bolsa de Valores, Mercadorias e Futuros – BM&FBOVESPA S.A., currently known as B3 S.A. – Brasil, Bolsa, Balcão (“B3”) Exchange and on the New York Stock Exchange (“NYSE”), on November 11, 2013.

Through the Material Fact published on December 3, 2013, the proposed mergers into the Company, of Companhia de Bebidas das Américas – Ambev, and of Ambev Brasil Bebidas S.A. was disclosed. The mergers aimed at simplifying the group’s corporate structure and at reducing operating costs, so that the Company would continue to engage in the production and trade of beer, concentrates, soft drinks, and other beverages, directly, and no longer only through its wholly owned subsidiaries, as applicable.

On January 2, 2014, the extraordinary general meetings of the Company, of Companhia de Bebidas das Américas – Ambev and of Ambev Brasil Bebidas S.A. were held, through which the above-mentioned mergers were approved. As a result of the mergers, the Company received, for their respective book values, all of the assets, rights, and obligations of Companhia de Bebidas das Américas – Ambev, and of Ambev Brasil Bebidas S.A., which were extinguished, had their shares canceled, and were then succeeded by the Company, under the law.

The merger of Companhia de Bebidas das Américas – Ambev was completed without an increase or decrease in the Company’s equity or capital, since Companhia de Bebidas das Américas – Ambev was a wholly-owned subsidiary of the Company. The merger of Ambev Brasil Bebidas S.A., in turn, resulted in an increase in the Company’s capital in an amount equivalent to the portion of the equity of Ambev Brasil Bebidas S.A. corresponding to the investment of the minority shareholders of Ambev Brazil, i.e., R$156,566.05, with the Company’s capital going on to be R$57,000,946,244.65, considering the capital increases approved and homologated by the Board of Directors at meetings held on October 17, 2013 and December 19, 2013, pursuant to Article 8 of the Company’s Bylaws and Article 168 of Law No. 6,404/1976, due to the exercise of share purchase options by the beneficiaries of the Company’s Stock Option Plan.

The Company and E. León Jimenes, S.A. (“ELJ”), as the shareholders of Tenedora CND, S.A. (“Tenedora”), a holding company headquartered in the Dominican Republic, the owner of almost the entire share capital of Cervecería Nacional Dominicana, S.A., on July 2, 2020, signed the second amendment to the Tenedora’s Shareholders’ Agreement (the “Shareholders’ Agreement”), extending their partnership in the country and postponing the term for the exercise of the put and call options set forth in said Shareholders’ Agreement. In December 2023, ELJ was the owner of 15% of the Tenedora’s shares and its put option was divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable starting in 2026 (or before that date in the event of a change of control of Tenedora or sale of all or substantially all of its assets). The Company, on the other hand, has a call option over the Tranche B shares, exercising starting in 2029.

On January 31, 2024, ELJ exercised the option to sell the entirety of Tranche A to the Company, in accordance with the provisions of the Shareholders' Agreement. Ambev settled the put option of Tranche A through: (i) cash disbursement of approximately R$ 1,704 million, which was paid by the Company to ELJ; and (ii) compensation of the ELJ’s debt held by CND in the amount of R$ 335 million. As a result of this transaction, the Company increased its interest in Tenedora from 85% to 97.11%, with the remaining interest of 2.89% held by ELJ and subject to the Tranche B put option described above.

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 pursuant to which CND agreed to transfer all of its shares held in the holding company SLU Beverages LTD. (“SLU”) to Koscab. SLU is a majority shareholder of Banks Holdings Limited, Saint Vincent Brewery Limited, Antigua Brewery Limited and Dominica Brewery & Beverages Limited, which are part of the Central America and Caribbean Region (“CAC”) reportable segment.

The transfer of the entire interest shall be in consideration for the payment of the minimum amount estimated at US$ 186 million, corresponding to R$1,023 million, deferred by up to five tranches by 2028. The completion of the first two tranches occurred on July 31, 2025 and, as a result, CND transferred to Koscab 61.83% of the interest it held in SLU, for the price of US$ 115 million, corresponding to R$ 633 million. With such completion, the Company recognized the loss of control over SLU, ceasing its consolidation in the audited consolidated financial statements for the period ended September 30, 2025.

1.2 – Description of the main activities developed by the issuer and its subsidiaries

Overview

Ambev is 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 Companhia de Bebidas das Américas – Ambev (“Old Ambev”). Until the stock swap merger of Old Ambev by Ambev S.A., approved in July 2013, 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, Brahma started its international expansion into Latin America, and since then we have been buying assets in different parts of the continent including South America, Central America and the Caribbean.

In the late 1990s, Brahma obtained the exclusive rights to produce, sell and distribute Pepsi 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.

In the early 2000s, we acquired a 40.5% 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 the 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 named Interbrew S.A./N.V. (as ABI was then named) (“Interbrew”) completed a business combination that involved the merger of an indirect holding company of Labatt Brewing Company Limited (“Labatt”) one of the leading brewers in Canada, into us. At the same time, our controlling shareholders 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. (“Inbev”) and, since 2008, to ABI and became our majority shareholder.

Ambev is the largest brewer in Latin America in terms of sales volume and one of the world’s largest brewers, according to the Company estimates. Ambev currently produces, distributes and sells beer, soft drinks, other alcoholic beverages and non-alcoholic and non-carbonated products directly in 11 countries in the Americas.

The Company conducts its operations through four business segments, as described below:

•       Brazil: beer sales division (“Beer Brazil”) and non-alcoholic beverage sales division (“NAB Brazil”);

•       Central America and the Caribbean (“CAC”): Dominican Republic, Cuba, Guatemala and Panama;

•       Latin America South (“LAS”): Argentina, Bolivia, Paraguay, Uruguay and Chile; and

•       Canada: operations of Labatt in Canada.

The following map illustrates the main locations where the Company’s business units operate:

Our Strategies

We aim to create value for our stockholders and communities where we operate. 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; and

·         customer convenience.

People and Culture

We dream big to create a future with more reasons to cheers. We continuously seek new ways to be present in life’s moments, drive our industry, and make a meaningful impact on the world. That is why our people are the foundation of our Company. Our focus is on developing outstanding, engaged teams that create sustainable value, reinforcing mindset and behaviors supporting a high-performance culture. We carefully manage our hiring and training process to develop skills, allocate people to appropriate roles and strengthen our talent pipeline over the long term. Our teams have the skills and expertise necessary to achieve our long-term objectives, supported by continuous development and leadership practices that promote mastery and accountability. We live our culture every day to continue evolving as an organization and retain top talent. We also operate through an organizational design that prioritizes simplicity and clear responsibilities, strengthened by systems that enable effective performance management. In addition, our compensation programs, which combine variable compensation and equity-based compensation, 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 capability.

Digitize and Monetize Our Ecosystem: We aim to unlock value with 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.

Quality of our Products

We brew a wide variety of beers, including ales, lagers, clear and full-bodied beers, amongst others, offering consumers a unique portfolio of high-quality beers designed to satisfy different needs and tastes across different occasions. We also produce several non-alcoholic products, such as soft drinks and energy drinks. The quality of our products is at the front 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 our consumers with products matching the highest possible standards. Our research and development (“R&D”) team is also constantly working to enhance our production process and the quality of our products.

Sustainability

Sustainability has been a core part of the Company's strategy since its organization, guided by a long-term approach with multiple stakeholders, seeking to create value with a positive and transformative socio-environmental impact. Over the years, we have set ambitious sustainability commitments, and worked with discipline to achieve them. In Brazil, the Company met all its sustainability commitments established for 2025 cycle. Throughout this period, we focused on four sustainability goals, the progress of which is reported below:

(i) sustainable agriculture: In 2025, the Company achieved its sustainable agriculture commitment to 100% its direct farmers trained, connected and financially empowered, through local programs and partnerships around the world;

(ii) water management: the Company achieved its commitment to water management, with 100% of the sites located in areas of high water stress showing significant improvement in water availability and quality. The Company's water efficiency indicator measures the hectoliters of water needed to produce a packaged hectoliter of final product. In 2025, the Company achieved a global water use efficiency index of 2.38 hl/hl, representing an improvement of 19.1% since 2017. At high water stress sites, the Company achieved an efficiency index of 2.05 hl/hl, reinforcing the progress in relation to the scope of the water management commitment for 2025;

(iii) circular packaging: in 2025, the Company reached 70.5% of its packaging in returnable formats or made predominantly from recycled content. Brazil achieved 100% of this indicator. On a consolidated basis, we did not achieve 100% due to challenges related to the availability of viable recycled content – strongly dependent on local recycling chains – and the dynamic market conditions, especially in the glass and PET packaging industries; and

(iv) climate action: the Company reduced greenhouse gas (GHG) emissions across Scopes 1, 2 and 3, per hectoliter of production, by 25.8%, achieving the commitment to reduce emissions intensity of 25%. The Company also continued to make improvements in the energy transition, achieving 97.5% of electricity arising from renewable sources across all operations –the difference in relation to the commitment to the 100% target is due to structural and regulatory challenges in one of the countries where we operate.

With regard to Scope 3 emissions, which currently represent the Company’s largest share of emissions, the Company has been working collaboratively with its key suppliers to decarbonize the value chain, mainly through the “Eclipse Program”, which aims to engage suppliers and partners in increasing carbon data transparency, as well as training and strengthening the capabilities of our teams, in order to promote consistent reductions in greenhouse gas (GHG) emissions.

The Company’s main sustainability aspects were established in accordance with a materiality matrix, which includes the topics presented in item 1.9 (e) of this Reference Form.

Productive Inclusion

BORA is the Ambev’s productive inclusion program, which is structured around three pillars: (i) knowledge, (ii) financial support, and (iii) connections. Through BORA, we provide, free of charge, business expansion and improvement tools for micro and small entrepreneurs, as well as knowledge trails focused on entrepreneurship and inclusion in the job market for communities.

Furthermore, focused on productive inclusion, we offer financial solutions with scoring programs and personalized microcredit options, in addition to scholarships. We invest significantly in connecting with partners for networking and referring vacancies and professionals through a virtual platform, contributing to the generation of jobs and income. Additional information is detailed in the Company’s Annual and Sustainability Report, available on the Company’s Investor Relations website (https://ri.ambev.com.br).

Responsible Consumption

We want every experience with our products to be positive. It is our responsibility to promote the proper consumption of our products aiming the consumer safety. We believe that moderation is an important component for moments of celebration to be memorable, without losing balance.

Therefore, we invest in initiatives that include launching awareness and behavior change campaigns at major events and in the media, developing innovative technologies, and expanding our portfolio to offer high-quality, zero-alcohol beer alternatives. Moderation is consistently promoted and integrated into our projects. For more details and information, see item 1.9 of this Reference Form and the Company’s Annual and Sustainability Report available on the Company’s Investor Relations website (https://ri.ambev.com.br).

Permanent Expenses and Cost Efficiency

Cost and expense control is among our employees’ priorities. Each department must observe its respective annual budget for fixed and variable costs and expenses, in line with the guidelines and goals established by the Company. To avoid unnecessary expenses and waste, and promote greater efficiency in resource allocation, we have designed a management control system inspired by the concept of “zero-based budgeting” which requires each manager to build, from scratch, an annual budget for their respective department, justifying their key cost and expense needs.

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.

Customer Convenience - Zé Delivery, TaDa and BEES

In order to increase convenience to our consumers, we seek to develop solutions to deliver on demand cold beverages, at reasonable prices, directly to consumers. We believe that our solutions solved 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, continuing to expand its reach and increasing engagement in 2025, being now present in more than 800 cities across all 27 Brazilian states and reaching almost 70% of the country’s entire population. Zé Delivery delivered more than 66 million orders in 2025, and had more than 27 million annually active users on December 31, 2025. The levels of satisfaction remained strong, supported by a broader range (including premium offerings) and accessibility initiatives, such as returnable packaging, while the platform also served as a relevant source of consumer insights.

In LAS, TaDa, in Argentina, result of the incorporation of the App Bar by the direct deliver to consumer platforms named Siempre en Casa and Craft Society, had a challenging 2025 due to the country's economic situation. The platform is present in 38 cities, with approximately 350 thousand orders, having recorded a 38% decrease in order volume made by 41% of monthly active users in relation to the previous year, as the macroeconomic conditions continue to pressure the consumption in the country.

In CAC, TaDa, in Dominican Republic, continued to expand in 2025, with the number of orders increasing by 5.1% in 2025 compared to 2024 and monthly active users decreasing by 13% in 2025 compared to 2024.

Our B2B marketplace and route-to-market platform, BEES, centralizes different solutions on a single platform 24/7 (24 hours a day, 7 days a week), creating a constant and personalized point of contact with our customers and improving our level of service by: (i) providing product suggestions based on customer profile and product relevance, (ii) providing improvements in order tracking and real-time support through the app, (iii) allowing our business representatives to focus on helping customers improve their sales performance (sell out), and (iv) increasing total interaction time with our customers, directly collaborating with our innovation strategy and greater portfolio complexity. In the BEES marketplace, our customers can also purchase non-Ambev products from different categories, enjoying the convenience provided by our platform.

In Brazil, we continued to implement BEES and, currently, more than 94% of our active customers are purchasing through the platform. As part of our digital strategy plan, almost 90% of our customers currently purchase exclusively through BEES. In the BEES marketplace, we currently offer over 600 stock keeping units (“SKUs”) in different categories, such as food products, non-alcoholic beverages, and spirits. The number of customers purchasing on 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 implementation of BEES. In Argentina, more than 86% of B2B customers are purchasing through BEES and more than 80% of the country’s net revenue comes from the platform. The number of customers purchasing on the marketplace corresponded to more than 32% of BEES customers in the year ended December 31, 2025. In Paraguay, 83% of direct and indirect B2B sales are made through BEES, with fully digital buyers representing 82% of the total number of customers in the year ended December 31, 2025. In Bolivia, 78% of direct and indirect B2B sales are made through BEES, with fully digital buyers representing 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 full digital operation, with 100% of B2B customers already making purchases through the platform, and 100% of the country’s net revenue already coming from BEES in 2025. We are also exploring the BEES marketplace in the country, offering 18 different categories and approximately 320 SKUs to our customers from December 31, 2025. In Panama, we also continued implementing BEES, which reached 100% of the country’s net revenue, in the year ended December 31, 2025, coming from the platform.

In Canada, BEES continues to evolve its scale and offerings. BEES is active in the Provinces of Alberta, British Columbia, Newfoundland and Labrador, Saskatchewan and Quebec. In 2025, orders through BEES accounted for approximately 22% of the business's net revenue in Canada, with Quebec accounting for the majority of the orders placed using BEES. Approximately 8,100 customers made purchases through BEES in Canada in 2025. The BEES' marketplace also continued to evolve in Canada in 2025, offering 75 SKUs unique from 10 third-party partners.

Our Weaknesses, Obstacles and Threats

The weaknesses, obstacles and threats to us, our business and financial condition are related to the realization of one or more adverse scenarios contemplated in our risk factors, occurring together. For more information, see the items “4.1 Risk Factors” and “4.3 Market Risks” of this Reference Form.

1.3 - Information related to the operating segments

(a) Goods and services sold

The Company’s activities are carried out through four operating segments, as disclosed in its financial statements: Brazil, Central America and the Caribbean (CAC), Latin America South (LAS) and Canada. In the last fiscal year, the Company’s revenues were the result mainly of operations involving the production and marketing of beer, soft drinks and other non-carbonated drinks, malt and byproducts.

(b) Income from the segment and its share in the Company’s net income

The table below features a few highlights of the financial information per business segment for the years ended as of December 31, 2025 and 2024:

(1)    Company’s beer and “beyond beer” operation in Brazil.

(2)    Non-alcoholic beverages.

(3)    Beer and soft drinks operation in Central America and the Caribbean.

(c) Profit or loss resulting from the sector and its share in the Company’s net income

(1)    Company’s beer and “beyond beer” operation in Brazil.

(2)    Non-alcoholic beverages.

(3)    Beer and soft drinks operation in Central America and the Caribbean.

1.4 - Production/Marketing/Markets

(a) Characteristics of the Production Process

Beer

The basic manufacturing process for most beers is linear, involving, however, significant knowledge in quality and cost control. The most important stages are mash and fermentation, followed by aging, filtering, and packaging. Although malted barley (malt) is the main ingredient, other grains, such as non-malted barley, maize, 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 to the type of beer.

The first step in the mashing process is the production of the mash, blending the malt with hot water and gradually heating it to about 75° C in mixing tanks to dissolve the starch and transform it into a mixture called “mash,” comprising maltose and other sugars. The grains used are filtered and the liquid, now called “wort,” is boiled. At this point, hops are added, giving the beer its special bitter taste and flavor and helping to preserve it. The wort is boiled for one to two hours to sterilize and concentrate it and to extract the flavor from the hops. The product is then cooled using a heat exchanger. The hopped wort is saturated with air and oxygen, essential for the creation of yeast at the next stage.

Yeast is a microorganism that consumes the sugars contained in the mash, generating alcohol and CO2. This fermentation process takes 5 to 11 days to be completed, after which the wort is finally transformed into beer. Different types of beer are produced using different yeast filtering processes and wort compositions. In some varieties of yeast, the cells reach the top at the end of the fermentation process. Alcoholic beverages and wheat beers are made this way. Pilsen beers are produced using yeast cells that settle to the bottom.

During the maturation process, the liquid is cleared by the precipitation of yeast and other particles. Additional filtering clears beer further. Maturation varies according to the type of beer and may take up to three weeks to be completed. After this period, the beer is ready for bottling in kegs, cans, or bottles.

Soft drinks

Soft drinks are made by mixing water, flavored concentrate, and sugar or sweetener. Water is processed to eliminate the mineral salts and filtered to remove impurities. Purified water is combined with processed sugar or, in the case of diet soft drinks with concentrated sweeteners. Carbon dioxide gas is injected into the mixture to produce carbonation. Immediately after carbonation, the mixture is bottled. In addition to these inputs, distributing the product to consumers requires packaging such as PET or glass bottles, aluminum cans, labels, and plastic or metal caps. The technology used in the soft drink manufacturing process is common to the market, with no need to own unique equipment or technologies to carry it out.

Non-Alcoholic and Non-Carbonated Beverages

The non-alcoholic and non-carbonated beverage production process begins with the dissolution of the sugar at the amounts described in the preparation formulation, and of simple syrup in fresh, dechlorinated water in stainless steel tanks, with homogenization.In the case of alcoholic beverages, alcohol is also included in this mixture. The syrup is heated and transferred, via piping, to the plate filter and then cooled by a plate exchanger. Bottling begins with the dissolution, in the product preparation tank, of the citric acid and mineral salts previously dissolved in dechlorinated water. Flavoring is then added at the amount provided for in the formulation. All of these steps take place under homogenization. To ensure the product’s microbiological preservation, it is subjected to flash pasteurization and packaged aseptically to, then, be labeled and boxed. The Company currently uses specific indicators to measure productivity and efficiency, such as extract loss; carbon dioxide balance; water consumption; infusorial earth consumption, and heat energy consumption. The technology used in the non-alcoholic and non-carbonated beverage manufacturing process is common to the market, with no need for unique equipment or technologies to carry it out.

Installed capacity

For illustrative purposes, we report that, in 2025, the Company’s total beer and non-alcoholic beverages production capacity was 233 million hectoliters per year. In 2025, the Company’s beer and non-alcoholic beverages production totaled 171 million hectoliters.

Maintenance

The Company’s equipment maintenance process is carried out at least annually, always in a reverse cycle to production peaks.

Risks inherent to the process

The risks inherent to the production process and distribution that may lead to activity shutdowns, such as fire, explosions, labor strikes, among others, exist, but the impacts of such occurrences are minimized in the Company’s operations. For example, if there is an unexpected shutdown of a plant, we can transfer production to another plant with no loss to supply in most cases. However, in the period of the greatest use of the capacity due to business seasonality, the Company may experience some losses due to the loss of part of the sales volume, but this will have no significant impact on its results. In addition, all of the Company’s plants and distribution centers hire insurance for the event of accidents.

Productivity indicators

There are several productivity, efficiency and quality indicators in the beverage industry, such as water consumption, energy, extract use, among others. The Company establishes internal goals that approach the results of such indicators. In the last 7 years, we have achieved a reduction of more than 19% in water consumption per hectoliter produced, reaching 2.38 hl/hl in 2025. This advance was possible through initiatives such as standardization of processes, recovery and reuse of water, implementation of reuse stations with high technology and export of treated wastewater to other users of the basin. The average efficiency of treatment and removal of impurities in wastewater treatment exceeds 99%. In 2025, the Company saved about 40.285 thousand m³ of water per month on our operations, only with reused water, which is used in industrial processes. In addition, 178.496 thousand m³ of treated wastewater per month in this process were used by communities in some regions where we operate, saving water that would otherwise be taken from the river-basins.

(b) Characteristics of the distribution process

i.       Brazil

Beer distribution is an important feature in this market since the retail channel is fragmented into approximately one million points of sale. On December 31, 2025, the Company’s distribution was structured in two separate ways, depending on the sales channel profile and its geographical location, namely: (i) network of exclusive third-party distributors, involving 207 operations; and (ii) the owned direct distribution system, involving more than 89 distribution centers across most Brazilian regions and using outsourced logistics without their own fleet of trucks. The direct distribution centers, as well as the factories, are owned by the Company or its subsidiaries and have their own teams of salespeople to access various sales channels such as bars, supermarkets, bakeries, restaurants, convenience stores, and grocery stores. The exclusively outsourced distributor networks have no corporate relationships with the Company and have their own sales teams to access the sales channels in different regions through its direct distribution. The sale can also be made directly from the factory to a few larger customers.

In addition, in order to make the shopping experience more practical and convenient for our retail customers and end consumers, we have launched innovative digital platforms to quickly deliver our products at affordable prices (Zé Delivery and BEES), offering these customers a personalized experience. Such platforms, which are the result of continued investments in technology and innovation, have driven our business not only in sales performance, but mainly in the value they create for our ecosystem, especially for our costumers and consumers.

The soft drink and non-alcoholic and non-carbonated beverage segment products are sold through the same distribution system used for beer, as described above.

ii.       Central America and the Caribbean

The distribution system on the Central America and the Caribbean market comprises direct distribution and third-party distributor operations. The owned direct distribution centers, as well as the plants, are owned by the Company or its subsidiaries and have their own teams of salespeople to access various sales channels such as bars, supermarkets, bakeries, restaurants, convenience stores, and grocery stores. The exclusively outsourced distributor networks have no corporate relationships with the Company and have their own sales teams to access the same sales channels that are accessed by the Company’s own direct distribution. Direct distribution is done through outsourced logistics, with the exception of the Dominican Republic, which has its own truck fleet.

According to our estimates, we currently lead the beer market in Panama. In Panama, the distribution systems cover direct and third-party distribution operations. The own direct distribution centers, as well as plants, belong to the Company or to its subsidiaries and count on an own sales team to access several sales channels. The third-party distribution networks do not have a corporate relationship with the Company and have their own sales team. In addition, our sales may be performed directly by the Company for some larger clients. Our Panamanian business also produces and commercializes soft drinks, under franchise, being Pepsi, Canada Dry and Squirt the main brands distributed.

In the Central America operations, including El Salvador, Honduras and Nicaragua, beer is sold predominantly in returnable bottles at small retail stores. The Company markets the Brahva, Brahva Gold, Extra, Budweiser, Bud Light, Stella Artois, Corona, Modelo Especial, Beck’s, Leffe and Hoegaarden brands, which are distributed through the distribution system belonging to The Central America Bottling Corporation, (“CBC”), together with the CBC soft drink portfolio. CBC has its own fleet of trucks.

The Company and CBC, the PepsiCo bottler anchor in Central America, agreed to establish a joint venture in which the Company and CBC are holders of half of the capital of Ambev Central America, whose goal is collaboration in manufacturing, importing, distributing, marketing, and selling of beverages, especially beer, in Central American countries.

Operations through Outsourced Distributors

We also sell Budweiser, Bud Light, Michelob Ultra, Stella Artois, Corona, Modelo Especial, Presidente, Beck’s, Leffe and Hoegaarden, through outsourced distributors in Costa Rica, Venezuela, Aruba, Bahamas, Bermuda, Cayman Islands, Curacao, Guianas, French Guiana, Grenada, Guadeloupe, Jamaica, Martinique, Saint Martin, St. Kitts, St. Lucia, Suriname, Trinidad and Tobago, Turks and Caicos Islands and U.S. Virgin Islands.

iii.       Latin America South

The Company distributes its products in all countries where it operates in Latin America South (Argentina, Bolivia, Chile, Paraguay and Uruguay) through direct distribution and also outsourced distributors. Provided that, in 2025, 100% of our beer volume in Chile were distributed through an exclusive outsourced distributor. The owned direct distribution centers, as well as the plants, are owned by the Company or its subsidiaries and have their own teams of salespeople to access various sales channels such as bars, supermarkets, bakeries, restaurants, convenience stores, and grocery stores. The exclusive outsourced distributor networks have no corporate relationships with the Company and have their own sales teams to access the points of sale, which are determined for each distributor and direct distribution, according to their geographical location. In addition, the sale can be made directly from the factory to a few larger customers.

iv.       Canada

The Company’s distribution system in Canada is structured in different ways across the country, varying according to the specific characteristics of each region.

Distribution in Ontario

In Ontario, the province with the largest beer consumption in Canada, we are, together with a group of other brewers, owners of a retail, recycling and distribution joint venture Brewers Retail Inc., organized in 1927 and operating as The Beer Store (“TBS”). In 2024, the government of the Province of Ontario, TBS, Labatt, MolsonCoors and Sleeman entered into an Early Implementation Agreement (“EIA”), which specifies the TBS’ roles as a retailer and primary distributor and designated recycler of beer following expansion of the retail market for the sale of liquor in Ontario in 2024, and the termination of the Master Framework Agreement, or MFA, on December 31, 2025.

Following the implementation of the EIA in 2024, the channels through which eligible beers of all packaging sizes, wines 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 markets, (iv) eligible convenience stores; and (v) bars and restaurants. The LCBO maintains the unique ability to sell spirits both to consumers and bars and restaurants.

The EIA further stipulates the characteristics of the Ontario expanded liquor market and related distribution and recycling systems, including: (i) TBS will continue to have the right to maintain retail operations until at least January 1, 2033, (ii) TBS will continue to be the primary distributor of malt-based beer and RTDs to the existing channels and new grocery and convenience stores until January 1, 2031, (iii) TBS will have the ability to distribute non-alcoholic beverages, in addition to all types of alcoholic beverages (liquor), to retailers until January 1, 2031, (iv) TBS will continue to provide recycling services, and (v) maintains preexisting regulations in Ontario that prohibit commercial spending, applying them to scaled retail channels.

The nature of Labatts’ and TBS’ activities requires compliance with laws and regulations and supervision by the Alcohol and Gaming Commission of Ontario, or AGCO, and the LCBO. The Liquor Licensing 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.

Distribution in Quebec

Quebec is the Canadian province with the second highest consumption of beer. In this province, there are no exclusive rights for beer sales and sales channels for consumption, both within and outside of consumption establishments are mostly composed of private stores. SAQ, a liquor store controlled by the government, sells a few select beer brands that are not available in the private retail system.

The Company (and its competitors) sells its products in Quebec through a direct sales and distribution system.

Distribution in the Western Provinces and Territories

MolsonCoors and Labatt hold stakes in Brewers Distributor Limited, which operates a distribution network primarily for beer in the four western provinces of British Columbia, Alberta, Manitoba, and Saskatchewan and three territories (Yukon, the Northwest Territories and Nunavut). In Alberta, part of volume is also sold through a third-party wholesaler. In these Western Canadian markets there are both private retail stores (such as Alberta, British Columbia, and Saskatchewan) and government-controlled stores (such as 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) government-controlled distribution and retail networks in the provinces of Nova Scotia, New Brunswick, and Prince Edward Island; and (2) private distributors in Newfoundland.

(c) Characteristics of the markets of operation, in particular:

(i) Share in each of the markets

(ii) Conditions of competition in the markets

i.       Brazil

The beer market in Brazil

In Brazil, the two main packaging presentations are (i) standardized, returnable glass bottles, widely available in 300-milliliter and 600-milliliter formats, sold in bars for on-premises consumption, as well as in supermarkets for off-premises consumption, and (ii) 350-milliliter one-way aluminum cans, which are predominantly sold in supermarkets for off-premises consumption.

According to our estimates, in 2025, we were the market leader in Brazil in terms of beer sale volumes, mainly through our three main families of brands: Skol, Brahma and Antarctica. Our closest competitor is The Heineken Company.

In the non-alcoholic beer segment, we operate mainly through Brahma 0.0%, launched in 2013, Budweiser Zero, launched in 2021, and Corona Cero, launched in 2022, and Skol Zero Zero, launched in 2026.

The Brazilian Beyond Beer market

Some of our products go beyond the typical beer consumption occasions, such as Beats, Brutal Fruit Spritzer and Flying Fish (a flavored beer launched in 2025). Such products were developed for new consumption occasions and consumer profiles, expanding our presence in other segments. Such innovations strengthen our Beyond Beer portfolio, a category we continue to evaluate in different regions and markets in Brazil.

The non-alcoholic beverages (NAB) market in Brazil

The NAB market in Brazil covers various segments, including soft drinks, bottled water, sports and energy drinks, coconut water, powdered and natural juices and iced tea. The soft drink segment is the most significant for our business, representing approximately 94% of the volume of our NAB unit, in 2025, and 49% of the affordable market. The most relevant formats for the category are the non-returnable 1 and 2-liter PET bottles, which are mainly sold in supermarkets, for domestic consumption and the non-returnable 350-ml aluminum can is also an important package for our business, being sold mainly on off-trade channel (for example, supermarkets) and on-trade channel (for example, bars and restaurants).

Our main competitor in this market is The Coca-Cola Company. In addition to The Coca Cola Company, we face competition from regional bottlers that produce what are usually referred to as “B Brands.” B Brands compete mainly in price, usually being sold at a lower price than our products.

According to our estimates, the leading soda flavors in Brazil are: (1) cola (with 58% of the market in 2025), (2) Guaraná (with 19%), (3) orange (with 8%) and (4) lime (with 7%). In the “cola” segment, Pepsi-Cola is the second best-selling brand, which is sold under our exclusive production and bottling agreements with PepsiCo., while, in the “non-cola” segment, we lead the market with Guaraná Antarctica. The sugar-free soda market is growing within the soda market and our main brands in this segment are: H2OH!, Pepsi Black (both sold under license from PepsiCo) and Guaraná Antarctica Zero. Our NAB portfolio also includes brands such as Gatorade, on the sports drinks market, and Lipton IceTea, on the iced tea market, also sold under license from PepsiCo, and, in the segment of energetic drinks, Fusion, a proprietary brand, and Red Bull, which is sold according to an exclusive distribution agreement.

ii.       Central America and the Caribbean

The market in Central America

In Guatemala, the main packages are the 12-oz (approximately 340-ml) cans and 16-oz (approximately 453-ml) cans. Our main competitor in Guatemala is Cerveceria Centro Americana, the market leader. Cerveceria Centro Americana is a private company owned by local investors. According to our estimates, the total annual sales volume of the beer market in Guatemalan was of 6.5 million hectoliters in 2025.

We sell our beer brands, which are distributed through the distribution network of CBC, jointly with the CBC’s soft drink portfolio.

According to our estimates, we are currently the leader in the beer market in Panama. The main packaging is the 285-ml bottles, 355-ml cans and 355-ml bottles, and our main beer brands in Panama are: Balboa ICE, Balboa, Atlas Golden Light, Atlas and Corona.

Our main competitor in Panama’s beer market is Cervecería Baru Panamá. According to our estimates, the total annual sales volume of the beer market in Panama was of 3.1 million hectoliters in 2025. Our operation in Panama also produces and trades soft drinks, under franchise, being Pepsi, Canada Dry and Squirt the main distributed brands. In Panama, the annual sales volume of the soft drink market was 1.5 million hectoliters in 2025.

The beer market in the Caribbean

In Cuba, our primary packaging is the 355-ml can. We also sell Bucanero, Cristal, Mayabe and Cacique, local Cuban brands. According to our estimates, the total annual sales volume on the Cuban beer market was approximately 3.6 million hectoliters in 2025. Our main competitor in Cuba is the imported beer (more than 100 global brands).

In the Dominican Republic, the annual sales volume on the beer market was 5.1 million hectoliters in 2025, according to our estimates. The main packaging on the Dominican beer market is the returnable 650-ml and 355-ml glass bottles, predominantly sold in small retail stores. We currently lead the beer market in the Dominican Republic, after our acquisition of CND, with a portfolio of leading 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 comprises primarily direct distribution operations.

The soft drink market in the Caribbean

According to our estimates, the total annual sales volume on the Dominican soft drink market was approximately 4.7 million hectoliters in 2025. The main packaging on the Dominican soft drink market is the 400 ml bottle, which is predominantly sold in small retail stores. Indústrias San Miguel, which adopts a low-price strategy, has the leadership of the Dominican Republic Soft Drink Market, followed by The Coca-Cola Company, represented by Bepensa. According to our estimates, Ambev currently is the third competitor in that market in terms of sales volume.

Our main soft drink brands in the Dominican Republic are Red Rock, Pepsi and Seven UP, all marketed under an exclusive bottling agreement with PepsiCo. Our distribution system in the Dominican Republic comprises both direct distribution operations and third-party distributors.

iii.       Latin America South

Argentina

Argentina is one of our most important regions, second only to Brazil in terms of volume.

On December 31, 2025, we were present in more than 300 thousand points of sale throughout Argentina, both directly and through our exclusive third-party distributors.

The beer market in Argentina

According to our estimates, the total annual sales volume on the Argentine beer market was approximately 15.4 million hectoliters in 2025. With a population of approximately 47 million people, Argentina is the largest and most important market for beer in Latin America South.

In Argentina, 30% of our beer volume was distributed directly by us, in 2025, and 70% by exclusive third-party distributors. Our main package in Argentina is the returnable 1-liter glass bottle, which accounted for approximately 49% of our sales in 2025.

According to our estimates, consumption in bars and restaurants accounted for 7% of beer volumes in Argentina, in 2025, and the consumption outside establishments, including sales in supermarkets, represented 93% of the beer volume. The main consumer channels in volume in Argentina are kiosks and small stores.

Our main beer brands in Argentina are Brahma, Quilmes Clásica and Budweiser. According to Scentia, we are the leading beer producer in Argentina and our main competitor in Argentina is Compañía Cervecerías Unidas S.A.

The soft drink market in Argentina

According to our estimates, in 2025, the annual sales volume on the Argentine soft drink market was approximately 37.3 million hectoliters. In Argentina, 46% of our soft drink volume was distributed directly by us and 54% was distributed by exclusive third-party distributors, in 2025. Non-returnable bottles accounted for 63% of our soft drink sales in Argentina, in 2025.

We are the exclusive Pepsi bottlers in Argentina, and our most important soft drink brands in that country are Pepsi and Seven-Up. According to Scentia, we were the second player in the Argentine soft drink market, in 2025, only behind The Coca Cola Company.

The beer market in Bolivia

According to our estimates, the total annual sales volume on the Bolivian beer market was approximately 4.62 million hectoliters in 2025. The Bolivian market is strongly influenced by macroeconomic trends and governmental, regulatory, and tax policies.

In Bolivia, in 2025, 58% of our beer volume was distributed directly by us and the remaining 42% was distributed through non-exclusive third-party distributors. Our most important packaging in Bolivia is the returnable 620-ml glass bottle, which became our most important packaging in sales in 2025.

Our most important beer brands in Bolivia are Paceña, Taquiña and Huari and Golden by Skol. According to estimates, we are the beer production leader in Bolivia.

The soft drink market in Bolivia

In March 2009, we acquired 100% of Bebidas y Aguas Gaseosas Occidente S.R.L., from SAB (through Quinsa), becoming the exclusive PepsiCo bottler in Bolivia.

According to our estimates, in 2025, the annual sales volume on the Bolivian soft drink market was approximately 12.2 million hectoliters. From our total volume of soft drinks in Bolivia in 2025, 84% were distributed directly by us and 16% were distributed by third-party distributors, while all our soft drink sales in that country, in 2025, were made in non-returnable bottles. The main soft drink brands commercialized by the Company are Pepsi, Pepsi Black, Seven Up and Guaraná Antartica. According to our estimates, in 2025 we held an 11% market share.

The market in Chile

According to our estimates, the total annual sales volume on the Chilean beer market was approximately 10.5 million hectoliters in 2025. Beer consumption in Chile decreased by the 4th consecutive year. Our most important beer brands in Chile are Corona, Budweiser, Becker, Stella Artois and Cusqueña.

We are the second beer producer in Chile, according to our estimates, and our main competitor and the leader in the country is Compañia Cervecerías Unidas S.A.

The market in Paraguay

According to our estimates, the total annual sales volume on the Paraguayan beer market was 5.1 million hectoliters in 2025, excluding smuggling.

The beer market in Paraguay has traditionally distinguished itself from the Southern Cone countries in some respects, because (1) beer does not face significant competition from wine as an alternative alcoholic beverage; (2) the domestic beer market has been facing strong competition from imported brands, which account for a far higher market share in Paraguay than in neighboring countries; and (3) our products’ seasonality is lower due to warmer weather throughout the year.

In Paraguay, 75.4% of our beer volume was distributed directly by us and 24.6% by third-party distributors in 2025. Our main package in Paraguay is the 940-ml returnable glass bottle, which accounted for approximately 38.8% of our sales in 2025.

Our most important beer brands in Paraguay are Brahma, Ouro Fino, Skol, Bud 66, Michelob Ultra, Corona and Pilsen, with a leading market position in the country in 2025, according to our estimates. The main packaging formats include: 940-ml-returnable glass bottle, with 46% share per package in the industry, and 269 ml, with 30% share per package in the industry, spreading across the country.

The beer market in Uruguay

According to our estimates, the total annual sales volume on the Uruguayan beer market was approximately 1 million hectoliters in 2025.

On June 1^st, 2023, in Uruguay, we implemented the “Route to Market Project”, resulting in 100% of our beer volume being distributed through third-party distributors. Previously, from January to May 2023, 21% of our beer volume was distributed directly by us and 80% was distributed by third-party distributors. Our main package in Uruguay is the returnable 1-liter glass bottle, which accounted for 48% of our sales in 2025.

Our most important beer brands in Uruguay are Pilsen and Patricia, with a leading market position in 2025, according to our estimates.

The soft drink market in Uruguay

According to our estimates, in 2025, the total annual sales volume on the Uruguayan soft drink market was 3 million hectoliters.

In Uruguay, 100% of our soft drink volume was distributed by third-party distributors in 2025. Non-returnable bottles accounted for 1% of our soft drink sales in that country, in 2025. Our most important brand in Uruguay is Pepsi, and our main competitor is The Coca-Cola Company.

iv. Canada

Beer market in Canada

According to our estimates, in 2025 the annual sales volume of the Canadian beer market was 18.4 million hectoliters, a decrease of 2.4% compared to 2024.

Our business segment in Canada is represented by Labatt’s operations, which include the sales of domestic beer brands, and of ABI, a portfolio of ready-to-drink (“RTD”) mixed beverage and cider brands.

According to our estimates, Labatt is the leader in the Canadian beer market. The main packaging presentations in this country are the 355-ml and 473-ml aluminum cans, sold predominantly in retail stores owned by the private and public sector as well as private establishments for on-site consumption. Our main competitor in Canada is MolsonCoors, but we also compete with smaller brewers, such as Sleeman Brewers Ltd. and Moosehead Brewers 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 previously detailed.

Other Canadian Markets

Labatt’s Canada RTD portfolio includes NÜTRL, Mike’s, Cutwater, Okanagan, Palm Bay, American Vintage, Beach Day Every Day and SVNS Hard 7-UP brands.

Other factors that influence the behavior of the Company's operating markets

Tax benefits

The Company has state and federal tax incentives included in certain industrial development programs in the form of subsidies, financing, deferral of tax payments or partial reductions in the amount due. These programs aim to promote the increase of job generation, regional decentralization, in addition to complementing and diversifying the industrial matrix. Grace periods, fruition and reductions vary according to the program and are provided for in the tax legislation in force.

Level of competition

The Company’s operating market is not characterized by the presence of a monopoly, with several market participants. The beverage market is marked by the presence of several brands and products, with high cross-elasticity and low consumer loyalty to specific brands, which results in a high degree of rivalry between companies and competition, mainly through prices, but also a level of differentiation in terms of innovation, advertising and quality of the products and services provided.

Dependence on technology

Our business model is dependent on information technology systems to process, transmit and store large amounts of electronic data. A significant portion of the communication between our people, customers and suppliers depends on information technology. We depend on information technology to be able to operate efficiently and interface with customers, as well as to maintain internal management and controls.

Use of concessions and franchises

The Company has no concessions that are currently relevant to the development of its activities. The Company is a franchiser of the following franchises in the bar and beverage trade segment: Quiosque Chopp Brahma, Chopp Brahma Express and Choperia N° 1.

(d) Possible seasonality

For illustrative purposes, we report that beverage sales in the Company’s markets are seasonal. Overall, sales are higher during the summer and major holidays. Therefore, in the Southern Hemisphere (Brazil and Latin America South), the overall sales volume is higher in the fourth quarter due to early summer and year-end festivities. In Canada, the sales volume is higher in the second and third quarters due to the summer season in the region. The table below demonstrates this, showing the Company’s sales volume per quarter and business unit:

(e) Main inputs and raw materials, informing:

(i)        Description of the relationship with suppliers, including whether they are subject to government control or regulation, with an indication of the agencies and the respective applicable legislation

(ii)        Possible dependence on a few suppliers

(iii) Possible volatility in prices

Beer

The main raw materials used in the Company’s manufacturing process are malt, non-malted cereals, hops, and water.

Malt and Barley

Malt is widely available and our malt needs are 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 and LAS), approximately 70% of our malt needs are supplied by our own malting facilities located in southern Brazil, Argentina and Uruguay, in 2025.

To meet the rest of the malt demand, our main supplier is Cooperativa Agroindustrial Agrária, located in the State of Paraná, Brazil. Malt market prices are volatile and depend on the quality and level of production of the global barley crop, as well as on the intensity of demand.

The barley used in our malting facilities is purchased directly from farmers in South America. Barley prices depend on the local winter harvest markets, the wheat prices on the major world markets and the barley quality during the harvest.

To avoid the impact of short-term volatility in barley and malt prices on our production costs, we have entered into futures contracts or financial instruments.

Hop

There are two types of hops used in beer production: the varieties that give beer its bitter taste, usually imported from the United States, and the hops responsible for the distinctive aroma of beer, usually imported from Europe and part of our local production in Argentina. A few international suppliers concentrate hops industry, such as the Barth-Haas Group and Hopsteiner.

Non-malted Cereals

Non-malted Cereals are purchased from national suppliers, the most relevant being Ingredion, Cargill Agrícola and Arrozeira Pelotas. These cereals are cultivated in different regions of Brazil and are generally widely available.

To avoid the impact of short-term volatility in corn price on our production costs, we have entered into financial instruments.

Water

Water represents a small portion of our raw material costs. We supply our need for water from various sources such as lakes and reservoirs, deep wells located near our brewers, rivers adjoining our factories and utility companies. We monitor the quality, taste, and composition of the water we use, treating it to remove impurities, and we observe our strict quality standards and regulations. Due to technological advances, we have continuously reduced our water consumption per hectoliter produced.

Non-alcoholic beverages

The main raw materials used in our manufacturing process are concentrate (including guaraná extract), sugar, sweetener, fruit juices, water, and carbon dioxide gas. Most of these materials are obtained from local suppliers.

Guaraná Berries

We have 1,070 hectares of land that supplies us with 20 tons of guaraná seeds (roasted beans) per year, or about 6% of our needs, and the remainder is purchased directly from independent farmers in the Amazon region. Our property’s focus is to provide guaraná seeds to local farmers and promote sustainable guaraná in the Amazon region. About 10 thousand seeds are donated each year.

Concentrates

The Company has a concentrate facility in northern Brazil, which produces the concentrates required for it to meet the need to produce its own Guaraná Antarctica brand, among others. Concentrates for Pepsi soft drink products are purchased from PepsiCo.

Sugar

Sugar is widely available and is purchased by our regional procurement entity. We use sugar in soft drinks mainly in Brazil, Argentina, Bolivia, Uruguay and the Caribbean. The Company has derivative instruments to avoid the impact of short-term volatility in sugar prices on our production costs.

Juices

Orange, lemon, grape, apple and other juices used in our soft drinks are purchased in Brazil. We use lemon and grapefruit juice in soft drinks in Argentina and Uruguay. Our main suppliers are Louis Dreyfus Commodities, Cutrale, Citrus Juice, Litoral Citrus and San Miguel.

Packaging

Packaging costs include the cost of the glass and PET bottles, aluminum cans, plastic film (vacuum packaged and stretched), paper labels, plastic closures, metal caps and cardboard, as well as other materials. To mitigate the impact of short-term volatility in aluminum prices and prices of other packaging materials on our production costs, we have entered into derivative instruments. We also have set a fixed price for the period, according to the prevailing macroeconomic conditions for some materials.

In April 2008, we started operating a glass bottle production plant in Rio de Janeiro, which we expanded in November 2015. Such unit has an annual production capacity of approximately 260 thousand tons of glass and, in 2025, such facility met approximately 35% of our glass needs in Brazil.

In 2025, we also opened our first glass plant in Paraná, built to operate with 100% renewable electric power and advanced high-efficiency furnaces. The plant integrates recycled glass with the ability to achieve up to 80% on certain lines, reducing emissions and raw material consumption. This development reinforces Ambev’s circular economy strategy and supports sustainable packaging initiatives. With this new site, the Company consolidates its innovation efforts while mitigating its environmental impact.

We have supply agreements for 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 supplied on a regional basis by global companies, while our glass packages are supplied by several suppliers, both regionally and globally. Also, in September 2020, we opened our can factory in the state of Minas Gerais, which has the capacity to produce 2.5 billion cans a year. Our can factory met approximately 15% of our can needs, in 2025, in Brazil.

We acquired our beer and soft drink labeling mostly from our local suppliers; in Brazil, most of our beer label needs are met by a print shop belonging to FAHZ, which is operated by us under a lease agreement. Plastic closures are purchased mainly regionally, and the PET pre-forms are purchased mainly regionally, both from local and global suppliers. The metal caps in Brazil come mainly from our vertical operation in Manaus, Arosuco Aromas e Sucos Ltda. (“Arosuco”). Such manufacturers also supply some of our other operations in Latin America.

1.5 – Main customers

(a) Total amount of revenues from the client

Not applicable, since the Company did not have any customers who account for more than 10% of its total net revenue in the fiscal year ended on December 31, 2025.

(b) Operating segments affected by revenues from the customer

Not applicable, since the Company did not have any customers who account for more than 10% of its total net revenue in the fiscal year ended on December 31, 2025.

1.6 - Relevant effects of state regulation

(a)       Need for government authorizations to perform the activities and history of relationship with the government administration to obtain such authorizations

The Company's operation depends on obtaining and maintaining certain governmental licenses, authorizations, registrations and permits, especially in the environmental and health spheres, as detailed below.

The Company has skilled and qualified professionals at its disposal, with knowledge of the demands and requirements of regulators, which has enabled it a strong track record in obtaining and/or renewals of the licenses and authorizations required for its activities.

In addition, all the Company operations are subject to regulation and local government supervision, including (i) labor laws; (ii) social security laws; (iii) public health, health surveillance, product regulation; (iv) consumer protection laws; (v) environmental laws; (vi) securities laws; (vii) competition defense laws; and (viii) foreign exchange laws; (ix) international sanctions and embargoes; (x) data protection laws, among others. In addition, there are regulations to (a) ensure health and safety conditions in beverage production, bottling, and distribution, and (b) impose restrictions on beer and soft drink consumption advertising.

Environmental Laws

The environmental laws in the countries where the Company operates include the compliance of the Company’s operating procedures with environmental laws and regulations, especially regarding environmental licensing, emission of gaseous, release of wastewater, environmental licenses, use of water resources, management disposal and environmentally appropriate final destination of solid waste and one-way packaging.

Health Regulation

In Brazil, within the health regulatory level, the activities performed by the Company’s premises, especially the manufacture, transportation and sale of beverages, are subject to the control, inspection and regulation of Brazilian government authorities.

At the federal level, the main government authorities responsible for controlling, inspecting and regulating beverage-related issues are the Ministry of Agriculture, Livestock and Supply (“MAPA”) and the National Health Surveillance Agency (“ANVISA”).

In general, Brazilian legislation on beverages is divided into two segments: (i) rules referring to wine and grape and wine by-products, as provided for in Law No. 7,678/1988; and (ii) rules referring to other beverages, as provided for in Law No. 8,918/1994, both regulated by Decree No. 12,709/2025. In addition, the additives and technology aids authorized in each beverage are defined in specific ANVISA legislation, and supplementary rules published by MAPA must be observed.

Additionally, Law No. 6,839/1980 provides that the performance of certain activities also requires the registration of the Company’s premises in the relevant Professional Council (e.g., Professional Council of Chemistry and Professional Council of Engineering and Agronomy), together with the presence of a legally qualified professional.

At the state, district and/or municipal level, the local health surveillance departments (“Local VISA”) are responsible for supervising health actions, working together with the federal health control, in a decentralized manner.

Therefore, companies that intend to carry out activities with products subject to health control and inspection (i.e., activities related to beverages) must also adhere to the Local VISA regulations where the premises are located.

The performance of such activities contrary to the applicable health regulations may subject the offender to the following penalties, under the terms of Law No. 6,437/1977: (i) warning; (ii) partial or total interdiction of the premises; (iii) cancellation of regulatory licenses; (iv) seizure, disable, interdiction, suspension of sales, suspension of manufacture and/or cancellation of product’s registration; and/or (v) a fine of up to R$1,500,000.00, provided that the amount determined by the government authority will depend on the seriousness of the infraction and may be doubled in case of recidivism.

(b)       Main aspects related to compliance with legal and regulatory obligations connected to environmental and social issues by the issuer

General environmental issues

As mentioned above, the environmental laws in the countries where the Company operates include the compliance of the Company’s operating procedures with environmental laws and regulations, especially regarding environmental licensing, emission of gases, release of wastewater, use of water resources, management, disposal and environmentally appropriate final destination of solid waste and reverse logistics.

The Company has established a target policy that monitors the continuous evolution of its eco-efficiency, the Environmental Management System, in order to have control measures for environmental aspects inherent to the activities and ensure business sustainability. Such a system has been in use for more than 20 years and is present at all plants.

The Company also manages resources use (such as raw materials, packaging, power and water) in the production process in order to ensure the conscious use of natural resources, reduce the organic load for disposal and improve productivity.

The monitoring of validity and compliance with technical conditions of licenses and permits is performed through the management system within the periodic routine at the Company’s manufacturing units and distribution centers, in accordance with standardized procedures for obtaining and renewing said documents, according to the legal requirements.

Environmental Licensing

Environmental Licensing Law No. 6,938/81, which provides for the National Environmental Policy (“PNMA”) establishes, as one of its instruments, environmental licensing, so that the design, construction, installation, expansion and operation of establishments and activities using natural resources and/or which are deemed to be effective or potentially polluting and otherwise capable of causing environmental degradation, depend on prior licensing by the competent environmental authority, without prejudice to other legally enforceable licenses and authorizations, which will establish the conditions, restrictions and inspection measures for the enterprise. Operation of activities without the appropriate environmental license, or in non-compliance with its technical conditions, regardless of whether the activity is causing actual damage to the environment, may constitute an administrative violation and environmental crime, in addition to give rise to an obligation to repair any environmental damage under in a civil liability..

In addition, other penalties may be applied at the administrative level, such as activity suspension, deactivation and demolition. Such penalties may apply if the conditions established in the environmental license are not complied with. However, the application of a fine in the maximum allowed amount or the application of more severe penalties should only occur in cases of severe environmental damage, since the calculation of any penalty must consider the severity of the facts, the prior conduct of the infringing party and its economic situation.

Solid Waste Management and Reverse Logistics

Law No. 12,305/2010, which established the National Solid Waste Policy (“PNRS”), contains important instruments to allow facing the main environmental, social and economic problems arising from the improper handling of solid waste. Said law provides for, among others, the (i) prevention and reduction of waste generation, with a set of instruments to promote increased recycling and reuse of solid waste, environmentally appropriate destination of waste and environmentally appropriate final disposal of residues; (ii) establishment of the Policy’s instruments; and (iii) imposition of the obligation to prepare Solid Waste Management Plans (“PGRS”) for waste generators.

As provided in the PNRS, waste management shall observe the following order of priority: non-generation, reduction, reuse, recycling, solid waste treatment and environmentally appropriate final destination of residues.

Solid waste, due to its nature, may generate several impacts, such as impacts on the atmosphere, soil, groundwater and ecosystem, throughout its life cycle, on the undertaking site or final disposal site and its premises.

Considering that the Company is subject to Federal Law No. 12,305/2010, as well as state and municipal laws that regulate the issue of waste in its operating locations, whenever required by law, the Company adopts, implements and operates the management of its waste in compliance with the PGRS of its units, with the purpose of enabling the separation of recyclable and reusable materials, as well as properly disposing of hazardous and non-reusable or non-recyclable waste.

The PGRS is an integral part of the environmental licensing process, under the terms of article 24 of the PNRS, which indicates and describes, among others, a diagnosis of the solid waste generated or managed, containing the origin, volume and characterization of the waste, including the environmental liabilities related to them, as well as the definition of the operational procedures related to the stages of the solid waste management under the responsibility of the generator, and the goals and procedures related to minimizing the generation of solid waste.

Moreover, the Company constantly seeks to reduce the generation of solid waste in its production process and to promote recovery, reuse, recycling and search for new sustainable alternatives. In 2025, we kept reusing and sustainably disposing more than 97% of the byproducts generated by the beverage production process.

Retention of third parties to execute any of the phases of solid waste management, such as environmentally appropriate final disposal, does not exempt the principal from liability for any environmental damage caused by the contractor. The Company may be held jointly and severally liable with these third parties for the award of the damages caused to the environment or, in the event of impossibility of an award, for the compensation and/or indemnification of these damages, as well as is exposed to possible liability in the administrative and criminal levels, depending on its involvement in the disputed acts. The failure by suppliers and service providers to comply with the environmental rules may also expose the Company to reputational risks.

For this reason, and with the purpose of maintaining sustainable processes, the Company adopts preventive measures by carrying out an environmental and reputational assessment of all partners that purchase or provide services related to solid waste directly to the Company. Therefore, it is essential that joint management of risks is inherent to all those involved in the activity development, in order to minimize the risks that may arise due to possible joint and several liability.

Additionally, through shared liability, established by the PNRS, the tasks and costs involved in the different stages of solid waste generation and disposal are spread throughout the chain, to the extent of the liability of each of the parties involved. Thus, manufacturers, importers, distributors and traders of products, whose packaging is made of plastic, glass, paper, cardboard, steel or aluminum, are responsible, according to the terms of the PNRS, for structuring reverse logistics systems that provide for the return of products after use by the consumer.

According to the PNRS, reverse logistics consists of “an instrument of economic and social development characterized by a set of actions, procedures and means aimed at enabling the collection and return of solid waste to the business sector, for reuse, in its cycle or in other production cycles, or other environmentally appropriate final destination”.

The Law determines that it is incumbent upon the manufacturers, importers, distributors and traders to take all necessary measures to ensure the implementation and operationalization of the reverse logistics system under their responsibility, and may, among other measures: I - implement procedures for the purchase of used products or packaging; II - provide reusable and recyclable waste delivery stations; III - act in partnership with cooperatives or other forms of association of collectors of reusable and recyclable materials.

Use of Water Resources

The Company uses water resources from three sources: surface water, underground water and third-party water. In Brazil, Federal Law No. 9,433/1997, which established the National Water Resources Policy (“PNRH”), provides that the use of water resources is subject to prior granting of right of use by the Government, whether for the capture of a body of water (even from a water well and/or for public consumption) or for the release of wastewater into a body of water, for the purpose of dilution, transport or final disposal.

The Company observes the volumes granted by the Government and the release characteristics as defined by the relevant agencies, considering the limitations to not cause significant adverse impacts on water resources. The release of wastewater is defined according to the legislation of each State and country in which the Company operates, observing the regulations established by the relevant environmental agency. The Company continuously monitors its use of water resources, in addition to monitoring the water quality of the bodies of water where its treated wastewater is released.

It should be noted that all grants will be conditioned to the use priorities established in the Water Resources Plans and shall observe the category in which the body of water is classified. In this regard, the water, an increasingly scarce and material resource, should be used rationally and efficiently, considering the collective interest.

Climate changes

The Company independently monitors and audits the inventory of greenhouse gas emissions, which includes direct (scopes 1 and 2) and indirect (scope 3) emissions. In 2025, the Company maintained its participation in the Brazilian GHG Protocol Program, recognizing the execution and external assurance of its Greenhouse Gas inventory. For more information, see item 1.9 “h” of this Reference Form.

Our analysis evaluates different climate risk scenarios to identify related actions, metrics and goals across multiple time horizons. We assess potential risks and opportunities to our business and reputation that include transitional risks, regulatory changes, new technologies, evolution of consumer sentiment and market conditions, as well as acute and chronic physical risks. Therefore, we carried out an analysis of our entire production chain to assess the possible impacts of climate changes, as well as to identify areas with high production potential, we verified the potential regulatory impact in the countries where we operate, among others. We use a multifaceted approach for our analysis, getting involved with the academy, NGOs, government institutions and industry alliances to understand weather patterns and assess future risks and opportunities.

Social issues

Although the specific regulation on human rights and companies in Brazil is not binding, there is a growing trend towards the proliferation of new normative instruments to provide for obligations to be fulfilled by the companies with regard to the incorporation of respect for human rights throughout the business strategy.

The Resolution of the National Human Rights Council No. 5/2020 offers subsidies for the position to be taken by the companies regarding the treatment of human rights, indicating that the companies are responsible for human rights violations caused directly or indirectly by their activities, which extends throughout their production chains.

The Company has a Human Rights Policy (available at https://api.mziq.com/mzfilemanager/v2/d/c8182463-4b7e-408c-9d0f-42797662435e/bf8f929e-c40e-cce3-f88e-8f19fa71c7d8?origin=2), in addition to adhering to the Global Responsible Sourcing Policy of Anheuser-Busch InBev, its controlling shareholder (available at https://api.mziq.com/mzfilemanager/v2/d/c8182463-4b7e-408c-9d0f-42797662435e/52a52e37-c0d3-4662-d94f-e067c80ea3d5?origin=2), through which it establishes a commitment to comply with local legislation, respect human rights, labor standards, health and safety issues, environmental management and business integrity in its internal environment and throughout its global supply chain.

Furthermore, the Company has a Code of Conduct (https://api.mziq.com/mzfilemanager/v2/d/c8182463-4b7e-408c-9d0f-42797662435e/ab5b5662-f8a5-2b7c-c2b3-24cc810b784d?origin=2) which formalizes the commitment to responsible, ethical, transparent and mutually respectful act among its professionals.

Other regulations on social and environmental issues

Finally, the Company may suffer indirect impacts arising from the regulation of other sectors, such as the recent regulations promoted by the Brazilian Insurance Agency (SUSEP) and by the Central Bank of Brazil (BCB), which determine that insurers, reinsurers, social security entities and financial institutions shall establish mechanisms, criteria and policies that address the management of socio-environmental risks related to their activities and products, also reaching the contractual relationships of these institutions and, consequently, the Company.

(c)       Dependence on relevant patents, trademarks, licenses, concessions, franchises, royalty agreements relevant for the development of activities

As set forth below, we have numerous trademark registrations, domain names, industrial designs and patents that protect our brands and products, and have filed, and expect to continue to file industrial property assets applications before the relevant intellectual property authorities in the variety of markets in which we conduct our business, always seeking to protect newly developed brands and products. In addition, it is noteworthy that we put in place all necessary measures to protect our portfolio of property assets, including, but not limited to, trademarks, patents and domain names.

Trademarks

In Brazil, trademarks are visually noticeable distinctive signals that identify and distinguish products and/or services, not encompassing, therefore, sound, gustatory and/or olfactory signals. Law No. 9,279/1996 (“Industrial Property Law”) provides that ownership of a particular brand can only be acquired through registration granted by the National Institute of Industrial Property (“INPI”), the federal authority responsible for registering trademarks and patents, and other industrial property rights in Brazil.

After the approval of the trademark registration by the INPI, the applicant of the trademark becomes the owner thereof, and the applicant is assured the right of exclusive use, throughout the national territory, for a specific period of ten (10) years, renewable for successive equal periods, upon payment of additional fees to the INPI. During the registration process, the person who applied for the registration of a specific trademark has only an expectation of a property right for the identification of its products or services and the right to ensure the material integrity and/or reputation of the required signal.

The Company owns several registrations and trademark applications, filed with the INPI, in the market segment classes in which it operates, which are relevant to the performance of its activities.

Additionally, the Company has the right to use and market third-party trademarks, through licensing agreements or equivalent instruments, in the ordinary course of its business.

Within its operations, the Company uses and markets, among others, the following trademarks, owned by it or licensed by third parties: Ambev, 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, Beck’s, Bohemia, Brahma 0.0%, Brahma, 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, Magnifica, 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, Wälls, 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, Tônica Antarctica Intense and Zé Delivery.

Patents

The Company has no patents that currently are relevant to the development of its activities.

Domain Name

A domain name is an identification of autonomy, authority or control within the Internet. Domain names follow Domain Name System (“DNS”) rules and procedures, in such a way that any name registered in DNS is a domain name. In Brazil, the person responsible for registering domain names, as well as administering and publishing the DNS for the “.br” domain and distributing website addresses and maintenance services is Registro.br.

The Company owns numerous domain names registered in Brazil, associated with the brands and products relevant to its activities.

Licenses and Royalties Contracts

Pepsi

The Company has had a long-term agreement with PepsiCo under which the Company holds the exclusive right to bottle, sell, and distribute certain brands in PepsiCo’s soft drink portfolio in Brazil, including Pepsi Black, Gatorade, H2OH! and Lipton IceTea. According to new terms approved by CADE in December 2018 and in force since January 1, 2019, the referred agreement will remain in effect until December 31, 2027. In addition, the Company is also, through its subsidiaries, PepsiCo’s bottler in Argentina, Uruguay, Canada, Bolivia, Panama and Dominican Republic. In 2025, the sales volumes of PepsiCo products represented approximately 39% of total sales of the NAB segment in Brazil, around 42% of total NAB sales in the Dominican Republic, 99% of the volume of the NAB segment in Argentina, 93% of the total sales volume of the NAB segment in Bolivia, 98% of total sales volume of the NAB segment in Uruguay, and 23% of total sales volume in the NAB segment in Panama.

Red Bull

The Company has a long-term distribution agreement with Red Bull do Brasil Ltda. (“Red Bull”), whereby it has the exclusive right to sell and distribute certain brands of Red Bull’s portfolio at specific limited points of sale in the on-trade channel in Brazil. The Company has also entered into agreements with Red Bull to distribute its portfolio in some limited channels in Argentina and Dominican Republic.

License Agreements with ABI

The Company and Anheuser-Busch InBev S.A./N.V (“ABI”) adopt general guidelines for defining royalties’ percentages and transfer price applicable to the production, import, distribution, and sale of (a) finished products of ABI and/or its respective subsidiaries by the Company and/or its respective subsidiaries; and (b) finished products of the Company and/or its respective subsidiaries by ABI and/or its respective subsidiaries. With regard to royalties, the applicable percentages are fixed according to each brand positioning in the territories in which they are operated and the duration of the relevant licensing agreement. In 2025, new agreements were entered into, especially on intercompany royalty payment methods, tax rate ramp-ups, and the new structure of licensing agreements. All applicable metrics, prices and methodologies were established under market conditions, based on a study carried out by an external consulting firm, duly approved by the Governance Committee and the Company’s Board of Directors.

In January 2024, Law No. 14,596, dated June 14, 2023, came into effect, introducing changes to the corporate income tax legislation by implementing new transfer pricing rules aligned with OECD standards, which the Company understands it is in compliance with. Additional regulations regarding certain specific sections of said law (such as financial transactions, intangibles, royalties, etc.) may still be issued by the Brazilian Federal Revenue Service, and any potential impacts will be assessed in due course.

Budweiser, Bud Light, Busch and Busch-Light

Labatt entered into long-term licensing agreements with ABI, through which Labatt was granted the exclusive right and license to manufacture, package, sell, distribute, and market a few of ABI’s brands, including the Budweiser, Bud Light, Busch and Bush Light brands in Canada, and the right to use ABI trademarks for these purposes. The agreements remain in force until January 2098 and are renewable by either party for a second term of 100 years. In 2025, Budweiser, Bud Light, Busch and Busch Light represented, in aggregate, approximately 49% of Labatt’s total beer sales volumes. 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.

The Company has a license agreement with ABI, through which it has exclusive production, distribution, and marketing rights for Budweiser in Brazil and in Argentina. The Company also has sales and distribution agreements for these brand products in Paraguay, Guatemala, Dominican Republic, Panama, Puerto Rico, Costa Rica, Nicaragua, and some other countries in the CAC, in addition to Uruguay, Chile and Bolivia.

Stella Artois, Beck’s and Brahma

The Company and ABI have also been parties to a cross-licensing agreement, whereby the Company is authorized to manufacture, bottle up, market, 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 up, market, and distribute beer under the Brahma brands in Europe, Asia, Africa, and the United States, also exclusively. Ambev agreed not to produce, directly or indirectly, bottle, distribute, sell or resell any other European premium beer brand in Latin America, and ABI agreed to have the same restrictions related to any other Latin American premium 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 the brand Brahma in the United States and in various countries, such as United Kingdom, Spain, Switzerland, Finland and Greece.

Corona and Modelo

The Company has a supply agreement with Grupo Modelo, S. de R.L. de C.V. (“Cervecería Modelo” - formerly known as Grupo Modelo S.A.B. de C.V.), an ABI subsidiary, 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 countries in Latin America, as well as to import and produce nationally some of such products, including Modelo Special in Canada.

We also have a licensing agreement with Cervecería Modelo to produce, distribute and sell Modelo Especial and Corona Extra in Guatemala, and to produce, distribute and sell Modelo Especial in Dominican Republic.

Spaten

We also have a licensing agreement with Spaten-Franziskaner-Bräu GmbH, a subsidiary of ABI, to produce, promote, advertise and sell Spaten in Brazil and in Canada. We also have certain agreements to sell and distribute Spaten products in Uruguay.

Michelob Ultra and Goose Island

We also have some other agreements that allow us to sell and distribute Michelob Ultra, and Goose Island in Brazil, Argentina, Chile, Uruguay, Paraguay, Guatemala, Dominican Republic, Panama, Costa Rica, and some other countries in the CAC, as well as in Canada.

Cutwater and Nutrl

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 Nutrl in the United States.

(d) Financial contributions, indicating the respective amounts, made directly or through third parties:

(i) In favor of holders or candidates for political offices

The Company, its managers and controlling shareholder did not make any financial contributions in favor of holders or candidates for political offices for the benefit of the Company.

(ii) In favor of political parties

The Company, its managers and controlling shareholder did not make any financial contributions in favor of political parties for the benefit of the Company.

(iii) To fund the exercise of activity of influence in public policy decisions, particularly in the content of enactments

The Company, its managers and controlling shareholder did not make any financial contributions aiming such purpose.

1.7 - Relevant revenues in the issuer’s home country and abroad

(a) Revenue from clients allocated to the issuer’s country of origin and its share in the issuer’s total net revenue

Net revenues from clients attributed to the country where the Company’s headquarters are located totaled R$ 49,030.8 million for the fiscal year ended December 31, 2025, representing 55.6% of its consolidated total net revenue.

(b) Revenue from clients allocated to each foreign country and its share in the issuer’s total net revenue

For the fiscal year ended December 31, 2025, net revenue from the countries that integrate Latin America South (except Brazil) totaled R$ 17,988.3 million, representing 20.4% of the Company’s total net revenue. Net revenues from Canada totaled R$ 10,259.5 million, representing 11.6% of the Company’s total net revenue. The net revenue from the countries that make up the CAC (Central American and Caribbean) totaled R$ 10,963.9 million, representing 12.4% of the Company’s total net revenue.

1.8 - Effects of Foreign Regulation

Below is the information on the material impacts arising from the foreign regulation on the Company’s business.

Government restrictions on beer consumption on the markets where the Company operates vary from one country to another and, in some cases, from a local region to another. The most relevant restrictions are:

Many governments also impose restrictions on beer advertising, which may affect, among other things, (i) the media channels used, (ii) the content of advertising campaigns, and (iii) the time and places where beer can be advertised.

1.9 - Environmental, Social and Corporate Governance (ESG) Information

(a) If the issuer discloses ESG information in an annual report or other specific document for this purpose

The Company publishes its “Annual and Sustainability Report”, in which it discloses the integration of its strategy, aligned to environmental, social and governance aspects, on its World Wide Web website.

(b) The methodology or standard followed in the preparation of this report or document

The Company’s “Annual and Sustainability Report” follows the updated and internationally recognized guidelines of SASB - Sustainability Accounting Standards Board.

(c) If this report or document is audited or reviewed by an independent entity, identifying such entity, if applicable

The “Annual and Sustainability Report” for the year 2025 was audited by an independent entity, which is PricewaterhouseCoopers Auditores Independentes Ltda., regarding the compliance with the SASB standards, indicated in item (b) above.

(d) The page on the World Wide Web where the report or document can be found

The socio-environmental information disclosed by the Company can be found on: https://api.mziq.com/mzfilemanager/v2/d/c8182463-4b7e-408c-9d0f-42797662435e/d84a4750-03d4-3cef-9cd9-efb8f6c9486b?origin=2.

(e) If the report or document prepared considers the disclosure of a materiality matrix and key ESG performance indicators, and the material indicators for the issuer

The ‘Annual and Sustainability Report’ for the year 2025 disclosed the materiality matrix of the Company and its parent company, ABI, which conducted a double materiality assessment in accordance with the requirements of the ESRS - European Sustainability Reporting Standards. The development of the materiality matrix took into account the analysis of global, sectoral, and thematic documents on various sustainability aspects and their respective management; an opinion survey involving key stakeholders (employees, third parties, suppliers, shareholders, ecosystem participants, representatives from the third sector, journalists, influencers, and customers); as well as in-depth interviews with senior leadership. Ambev adopts the same material topics identified by ABI.

Based on the evaluation of all collected information, 11 material topics were defined, which have a significant impact on the Company’s operations and its stakeholders. These topics were validated by the Company’s Sustainability Committee and shared with the Governance Committee, which advises the Board of Directors. The following topics are considered material: (i) Water; (ii) Product Quality; (iii) Our People; (iv) Circular Economy; (v) Business Conduct; (vi) Agriculture and Natural Ecosystems; (vii) Responsible Sourcing; (viii) Climate; (ix) Responsible Consumption and Moderation; (x) Human Rights and Fair Labor Practices; and (xi) Local Economic Development. All these topics are classified under both impact and financial materiality for the Company.

Furthermore, since 2024, in line with national and international regulatory developments and new corporate reporting disclosure requirements, the Company has been working to standardize its internal processes and incorporate financial perspectives into its materiality assessment.

(f) If the report or document considers the Sustainable Development Goals (SDGs) established by the United Nations and what are the material SDGs for the issuer’s business

The information regarding sustainability aspects covered in the annual reports takes into account the UN Sustainable Development Goals (“SDGs”). The Company's sustainability strategy is focused on the following pillars: water security, decarbonization, sustainable agriculture, productive inclusion, and responsible consumption. These are connected to several SDGs, especially: SDG 2 (Zero Hunger and Sustainable Agriculture), SDG 3 (Good Health and Well-Being), SDG 4 (Quality Education), SDG 5 (Gender Equality), SDG 6 (Clean Water and Sanitation), SDG 7 (Affordable and Clean Energy), SDG 8 (Decent Work and Economic Growth), SDG 9 (Industry, Innovation and Infrastructure), SDG 12 (Responsible Consumption and Production), SDG 13 (Climate Action), and SDG 17 (Partnerships for the Goals).

(g)       If the report or document considers the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) or financial disclosure recommendations from other well-known entities that are related to climate issues

The “Annual and Sustainability Report” for the year 2025 considers the TCFD's recommendations in the disclosure of risks and opportunities related to climate change, aiming at greater transparency in the Company's actions.

(h)       If the issuer carries out inventories of greenhouse gas emissions, indicating, if applicable, the scope of inventoried emissions and the page on the World Wide Web where additional information can be found

The Company monitors greenhouse gases and adopts an inventory that includes direct (scopes 1 and 2) and indirect (scope 3) emissions, encompassing all its production units, including all brewers and soft drink plants, verticalized plants (glass, stopper, labeling, extract and syrup), malting plants and distribution Centers in all countries where it operates and its value chain.

To support decision-making related to climate issues, the Company prepares an inventory of greenhouse gas emissions in accordance with the principles and guidelines provided by the GHG Protocol Corporate Accounting and Reporting Standard. The assessment methodology considers industry-specific standards – Beverage Industry Sector Guidance for Greenhouse Gas Reporting (BIER, 2013). Other guidelines used to measure emissions are the rules of the environmental footprint category of the product for beer from the European Commission (2016), the product lifecycle accounting and reporting standard of the GHG Protocol (2011) and PAS 2050:2011 (BSI, 2011) for the assessment of GHG emissions from the lifecycle of goods and services.

In 2025, the Company’s Annual and Sustainability Report was assured, covering the GHG emissions indicators disclosed in the report. The Company’s inventory is available in the Public Registry of Emissions on the Brazilian GHG Protocol Program website https://registropublicodeemissoes.fgv.br/. Information related to the GHG emission inventory can also be found in the Company’s Annual and Sustainability Report available at https://ri.ambev.com.br/.

(i)       Explanation of the issuer on the following conduct, if applicable:

(i)       Failure to disclose ESG information

Not applicable, as the Company discloses information on environmental, social and governance aspects.

(ii)       Failure to adopt a materiality matrix

Not applicable, as the Company adopts and discloses its materiality matrix.

(iii)       Failure to adopt ESG key performance indicators

Not applicable, as the Company adopts key performance indicators focusing on environmental, social and governance issues.

(iv)       Failure to audit or review disclosed ESG information

Not applicable, as the Company discloses audited information on environmental, social and governance issues.

(v)       Failure to consider the SDGs or failure to adopt recommendations related to climate issues, issued by the TCFD or other well-known entities, in the disclosed ESG information

Not applicable, as the socio-environmental information addressed in the annual reports considers the UN SDGs and the recommendations for climate disclosures issued by the Task Force on Climate-Related Financial Disclosures (TCFD).

(vi)       Failure to carry out inventories of greenhouse gas emissions

Not applicable, as the Company carries out a GHG emission inventory, encompassing scopes 1, 2 and 3.

1.10 - Mix-controlled company information

Not applicable, considering that the Company is not a mixed-controlled company.

1.11 - Acquisition or disposal of relevant asset

Not applicable, as there was no acquisition or disposition of assets that does not fall within the normal operation of the Company and that has not been mentioned in item 1.12 of this Reference Form in the last fiscal year.

1.12 – Corporate operations/Capital increase or reduction

There was no merger, spin-off, consolidation, material stock merger or capital decrease operations involving the Company in the last fiscal year.

The Company’s capital increase operations in the last fiscal year are indicated below. More detailed information on such capital increases can be found in the following documents, available on the Company’s Investor Relations page at ri.ambev.com.br:

1.13 - Shareholders’ Agreement

The Company has a Shareholders’ Agreement filed at its principal place of business, in force since July 2, 2019 (“2019 Shareholders’ Agreement”). The full 2019 Shareholders’ Agreement can be found on the Company’s investor relations page at ri.ambev.com.br.

1.14 - Significant changes in the conduct of business

Not applicable, as there were no significant changes in the way the Company’s business is conducted in the last fiscal year.

1.15 - Relevant agreements entered into by the issuer and its subsidiaries

No material agreement was entered into by the Company or its subsidiaries that was not directly related to its/their operating activities in the last fiscal year.

1.16 - Other relevant information

Sustainability Governance

The Company has a Human Rights Policy, which expresses its commitment to respect human rights in its global operations and in the value chain and are in line with the principles of the United Nations Global Compact.

The Company also adopts the ABI’s Global Responsible Sourcing Policy, which outlines the approach and commitment to respect human rights, labor rules, health and safety issues, environmental management and business integrity throughout the global supply chain.

Finally, the Company also has a Code of Conduct, applicable to all its employees, which shall serve as the basis for all decisions taken by the Company. In this regard, the Code of Conduct sets forth principles that should be rigorously complied with by its employees, such as commitment to a high standard of environmental performance, occupational health and safety, as well as business practices that do not violate human rights and that align with international standards of responsible business conduct.

In 2021, the Company established its Sustainability Committee, a non-statutory decision-making body to advise the Statutory Executive Board of Officers and not associated to the Board of Directors, with the authority to address material sustainability and governance topics to the Company. The Company also has, in its governance structure, a Governance Committee that advises the Board of Directors on topics such as climate governance. For more information on the Company's governance structure and committee attributions, see item 7 of this Reference Form.

As further described in item 8.1 of this Reference Form, the Company's entire Statutory Board of Officers has variable compensation directly impacted by indicators related to sustainability, focusing on the following pillars: (a) environment (including climate change, renewable energy, water consumption reduction, and regenerative agriculture); (b) reputation (responsible consumption); and (c) governance, social aspects (including the generation of income and employment opportunities, social-economic inclusion, consumer satisfaction, service level, and employee engagement).

For more information on diversity, equity and inclusion, within the management board and employees, see items 7. (d) and 10.1 (a) of this Reference Form.

In addition to the foregoing, there is no other material information regarding this item 1.

2.       Comments from the Officers

Introduction

The financial information included in this section, except if otherwise expressly set forth, refer to our consolidated accounting statements related to fiscal year that ended December 31, 2025 and December 31, 2024. Our consolidated audited accounting statements were prepared in accordance with the International Financial Reporting Standards (“IFRSs”), issued by the International Accounting Standards Board (“IASB”), including the interpretations issued by the IFRS® Interpretations Committee, in force, and in accordance with the accounting practices adopted in Brazil, that comprehend the accounting practices set forth in Law No. 6404/76 and the pronouncements, guidance and interpretations issued by the Accounting Pronouncement Committee (Comitê de Pronunciamentos Contábeis – CPC) and approved by the Brazilian Securities Exchange Commission - CVM.

The terms “Vertical Analysis” and “Variation” or “Horizontal Analysis” in the columns of certain tables below mean, respectively, (i) the percentage or line item in relation to the net income for the periods applicable to the results of our operations, or in relation to the total assets on the dates applicable to the statement of our balance sheet, and (ii) the comparison of ratios or line items in our combined accounting statements over a period of time.

The information under this item 2 must be read and analyzed together with our consolidated accounting statements as of December 31, 2025, available at our website (ri.ambev.com.br) and at the CVM’s website (www.gov.br/cvm).

2.1       The Management should comment on:

(a)        General equity and financial conditions

The Officers understand that the Company presents sufficient equity and financial conditions to implement its business plan and perform its obligations of short and medium term.

As of December 31, 2025, the Company had, in its current assets, a total of R$ 43,875.6 million compared to R$ 54,155.8 million as of December 31, 2024, representing a decrease of R$ 10,280.2 million or 19.0%. This decrease is mainly due to a lower position of cash, cash equivalents and financial investments, which showed a decrease of 31.9% or R$ 9,517.7 million compared to December 2024. Of the total amount of R$ 43,875.6 million in its current assets as of December 31, 2025, R$ 20,319.9 million were in cash, cash equivalents and financial investments of the Company.

The current liabilities, as of December 31, 2025, amounted to R$ 45,599.3 million compared to R$ 49,388.7 million as of December 31, 2024, representing a decrease of R$ 3,789.4 million or 7.7%. This decrease is mainly due to a decrease in the dividends and interest on net equity payable account, which decreased 41.9% or R$ 3,559.5 million compared to December 31, 2024.

The current liquidity ratio, as of December 31, 2025, used to assess the Company’s capacity of payment of the short-term obligations, was 0.96x compared to 1.10x as of December 31, 2024. The positions of cash, cash equivalents and current financial investments net of bank overdraft and cash, cash equivalents and current financial investments net of debt¹, as of December 31, 2025, were R$ 20,319.9 million and R$ 16,933.0 million, respectively. The indebtedness indicator of net debt/EBITDA², as of December 31, 2025, was -0.57 compared to -0.91 as of December 31, 2024. The Officers understand that the Company presents sufficient equity and financial conditions to implement its business plan and perform its obligations of short and medium term.

(b) Capital structure

Company’s Officers believe that its capital structure is adequate to meet the needs of its operations and to continue executing its growth plan.

¹ The Cash Net of Bank Overdrafts position is represented by the balances of cash, cash equivalents and current financial investments being deducted the balance of bank overdraft. The net debt/(cash) position is represented by the cash net of bank overdrafts position added by balances of current financial investments and being deducted the balances of loans and financings. Both the cash net of bank overdrafts position and the net debt/(cash) position are performance indicators used by the Company, and they are not measured according to the Accounting Practices Adopted in Brazil or according to IFRS.

² The Company calculates the net debt as the balances of loans and financings being deducted the balances of current financial investments and cash net of bank overdrafts. The net debt/EBITDA is a performance indicator used by the Company, and it is not a measure according to the Accounting Practices Adopted in Brazil or according to IFRS.

⁽¹⁾ The Company’s third-party financing is represented by the totality of the current and non-current liabilities.

⁽²⁾ The Company’s equity is represented by the total consolidated owner’s equity.

(c) Payment capacity in relation to financial commitments undertaken

Considering the Company’s debt profile, as described in item 2.1(f) below, as of December 31, 2025, the Company had a total debt of R$ 3,386.9 million compared to R$ 3,452.7 million in December 31, 2024, a reduction of R$ 65.8 million or 1.9%, mainly due to a reduction of R$ 109.1 million in the local currency short-term debt, which was partially offset by an increase in the foreign currency debt. Of this total amount of indebtedness, R$ 1,167.3 million were related to the short-term debt.

Pursuant to the cash flow and the liquidity position of the Company, as of December 31, 2025, evidenced by total current assets (i.e., R$ 43,875.6 million), cash, cash equivalents and current financial investments (i.e., R$ 20,319.9 million), current liquidity ratio (i.e., 0.96x) and net debt/(cash) (i.e., R$ 16,933.0 million), as indicated in 2.1 (a) above, the Officers believe that the Company has sufficient liquidity and capital resources to cover the investments, costs, expenses, debts and other amounts payable over the next few years, although they cannot guarantee that this situation will remain unchanged.

Specifically regarding the current liquidity ratio, which was less than 1.0x as of December 31, 2025, we clarify that this variation resulted primarily from the reduction in current assets, particularly the cash and cash equivalents position, in an amount greater than the reduction in current liabilities during the period. Such decrease in cash did not reflect an operational deterioration or a material mismatch in the Company’s liquidity profile, but rather the execution of its capital allocation strategy throughout 2025. During the year, the Company returned a significant amount of capital to shareholders through the payment of dividends and interest on equity, as well as through the implementation of a share repurchase program, which consumed a substantial portion of cash in the period. Accordingly, the ratio below 1.0x should be analyzed in light of this extraordinary capital allocation activity, and not as a standalone indication of insufficient liquidity to meet the Company’s obligations.

(d) Sources of financing for working capital and investments in non-current assets used

The Company’s working capital cycle has substantially evolved every year. In the fiscal year ended December 31, 2025, in the opinion of the Company’s Officers, there was no need to raise new loans to finance working capital.

With regard to investments in non-current assets, the Company’s cash position as of December 31, 2025, and the expected cash flow generation are sufficient to cover these investments. In any case, the Company’s Officers understand that it has wide access to funding sources should there be an occasional need for supplemental cash funding for such investments.

(e) Sources of financing for working capital and for investments in non-current assets that it intends to use to cover liquidity shortfalls

The Company has access to credit facilities extended by leading Brazilian and foreign banks and has already raised funds in domestic and international capital markets. The Company’s current investment grade rating issued by key international rating agencies facilitates its access to additional financing arrangements that could be used to compensate any potential liquidity shortcomings. On December 31, 2025, the Company had a Baa2 risk credit by Moody`s and BBB+ by S&P, with no review as of the date of this Reference Form.

(f) Levels of indebtedness and characteristics of debts, even describing:

(i) Relevant financing and loan agreements

Please, find below additional information related to fiscal year that ended December 31, 2025: The Company's debt was structured in a manner to avoid significant concentration of maturities in each year and is tied to different interest rates. The most significant rates are: (i) Fixed Rate in Local Currency Leasing agreements in Brazil; (ii) Interbank Deposit Certificate (“CDI”) for loans in Brazil; (iii) Reference Interest Rate (“TR”) for the CRI 2030 operation; and (iv) fixed rate for international loans.

As of December 31, 2025 and December 31, 2024, the Company was in compliance with its contractual obligations for its loans and financings and with any applicable borrowing limits.

Debt Profile – December 31, 2025

Change in Indebtedness Balances in 2025 and 2024

⁽¹⁾ Considers the aggregate of the balances for the period from 2027.

⁽²⁾ Considers the aggregate of the balances for the period from 2026.

(ii) Other long-term relations with financial institutions

The Company has other long-term relations with financial institutions, such as payroll agreements, derivative operations, and guarantee agreements, which are not individually considered relevant.

(iii) Subordination degree among the debts

In years ended December 31, 2025 and December 31, 2024, the Company's loans had equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with BNDES, in which collateral is provided on assets acquired with the credit granted which serve as collateral. Other loans and financing contracted by the Company provide only personal guarantees as collateral or did not have any guarantees.

(iv) Any restrictions imposed to the issuer, especially concerning the limit of indebtedness, and contracting of new debts, the distribution of dividends, the sale of assets, the issue of new securities and the sale of the corporate control, as well as if those restrictions are being complied with by the issuer

Most of the Company's financial contracts currently in force contain financial covenants including:

(i) financial covenants, including restrictions on new borrowing.

(ii) going-concern.

(iii) maintenance, in use or in good condition for the business, of the Company's assets.

(iv) restrictions on acquisitions, mergers, sale or disposal of its assets.

(v) prohibition related to new real guarantees for loans contracted, except if (a) expressly authorized under the agreement or (b) new loans contracted from financial institutions linked to the Brazilian government - including the BNDES or foreign governments, multilateral financial institutions (e.g., World Bank) or located in jurisdictions in which the Company operates.

The Company did not sign any relevant loan or financing agreement with cross default clause (cross-default or cross acceleration).

As of December 31, 2025 and December 31, 2024, the Company was in compliance with its material (financial or not) contractual obligations for its loans and financings.

(g) Borrowing limits contracted and percentages utilized

As of December 31, 2025, the Company had loans with BNDES, FINEP, leasing agreements and loans with private banks in the amount of R$ 3,386.9 million compared to R$ 3,452.7 million in 2024. Of this total, 100% were used on the date of this Reference Form.

(h) Significant changes to items of the income and cash flow statements

INCOME STATEMENT

Comparative analysis of Operational Results as of December 31, 2025 and December 31, 2024

The consolidated results of the Company are presented as follows:

Highlights of Consolidated Financial Information

(in million Reais, except for amounts related to volume and percentages)

* Any discrepancies in the sums of the amounts are due to rounding.

Highlights of the Financial Information per Business Segment

The table below contains some of the financial information per business segment regarding years ended December 31, 2025 and 2024:

(1) It includes the Company’s direct operations in Central America and the Caribbean (“CAC”): Dominican Republic, Cuba, Guatemala and Panama.

(2) It includes the Company’s operations in South Latin America (“LAS”): Argentina, Bolivia, Chile, Paraguay and Uruguay.

Net revenue

For more information about the sales net revenue, see item 2.2(b).

Cost of sales

The total cost of products sold decreased 1.7% in year ended December 31, 2025, reaching R$ 42,864.1 million, compared to R$ 43,615.1 million in the same period in 2024. As a percentage of the Company’s net revenue, the total cost of products sold decreased to 48.6%, in 2025, in relation to 48.8%, in 2024.

Other net financial results

The amount related to other net financial results increased 153.3% for the year ended December 31, 2025, to negative R$1,807.7 million, compared to negative R$713.617 million in the same period of 2024. This variation resulted primarily from greater foreign exchange impacts during the period, higher costs related to the purchase of U.S. dollars in Bolivia, and higher costs of carrying hedge positions, particularly in Brazil.

Profit sharing of jointly controlled ventures

The profit sharing of jointly controlled ventures increased 2,612.8% for the year ended December 31, 2025, to R$105.8 million, compared to R$3.9 million in the same period of 2024. This variation is explained primarily by the improvement in the results achieved by the jointly controlled ventures throughout 2025, at a level significantly higher than that observed in the prior fiscal year.

Cost of products sold per hectoliter

(1) It includes beer and “beyond beer” operations of the Company in Brazil.

(2) It includes non-alcoholic beverages operations of the Company in Brazil.

The total cost of products sold of the Company’s Brazilian operations increased 1.9% in year ended December 31, 2025, reaching R$ 24,254.9 million in relation to R$ 23,809.3 million in the same period in 2024. The cost of the products sold in the Company’s Brazilian operations, per hectoliter, increased 6.3% in 2025, reaching R$ 197.2/hl in relation to R$ 185.5/hl in 2024.

The cost of products sold in the beer operation in Brazil increased 0.5%, totaling R$ 19,380.5 million in year ended December 31, 2025. The cost of products sold, per hectoliter, increased 5.3%, to R$ 216.8/hl, mainly explained by exchange rate impacts and higher commodity prices, especially packaging inputs such as aluminum, as well as an unfavorable brand mix and higher unit costs due to lower volumes. These effects were partially offset by cost management efficiency initiatives and our hedging strategy and timing.

The cost of products sold in the NAB operation in Brazil increased 7.7%, totaling R$ 4,874.4 million for the year ending December 31, 2025. The cost of products sold per hectoliter increased 11.1% in 2025, to R$ 145.0/hl, mainly explained by exchange rate impacts and higher costs of packaging and inputs, including PET, in addition to higher costs associated with the mix of single serve packages and lower dilution of fixed costs due to lower volumes. These effects were partially offset by productivity and efficiency initiatives.

The cost of products sold in CAC operation decreased 1.1% in year ended December 31, 2025, totaling R$ 5,022.2 million compared to R$ 5,076.2 million in the same period in 2024. The cost of products sold per hectoliter increased 2.0% in 2025, to R$ 417.3/hl in relation to R$ 409.1/hl in 2024, mainly explained by inflationary pressures on input costs across the region, partially offset by operational efficiencies that helped mitigate these cost pressures.

The cost of products sold in LAS operation decreased 11.4% in year ended December 31, 2025, to R$ 9,263.8 million in relation to R$ 10,460.4 million in the same period in 2024. The cost of products sold, per hectoliter, decreased 10.7% in 2025, to R$ 288.0/hl in relation to R$ 322.4/hl in 2024. The reported change mainly reflected

currency translation effects, in addition to lower volumes for the period, partially offset by inflationary cost pressures in local currencies.

The cost of products sold in our operation in Canada increased 1.3% in year ended December 31, 2025, to R$ 4,323.3 million compared to R$ 4,269.2 million in the same period in 2024. The cost of products sold, per hectoliter, increased 2.7% in 2025, to R$ 501.4/hl in relation to R$ 488.2/hl in 2024. The change in COGS per hectoliter mainly reflected commodity pressures and exchange rate effects, as well as cost inflation, partially offset by productivity and operational efficiency initiatives.

Gross Profit

The gross profit decreased 1.0% in year ended December 31, 2025, reaching R$ 45,378.3 million compared to R$ 45,837.6 million in the same period in 2024. The table below shows the contribution of each business unit to the consolidated gross profit of the Company.

Sales and Marketing, Distribution and Administrative Expenses

The sales and marketing, distribution and administrative expenses of the Company amounted to R$ 25,139.9 million in year ended December 31, 2025, compared to R$ 26,392.4 million in the same period in 2024, representing a decrease of 4.7% year on year. The analysis of the sales and marketing, distribution and administrative expenses for each of the business units is as follows.

The sales and marketing, distribution and administrative expenses of the Company’s operations in Brazil amounted to R$ 14,661.7 million in year ended December 31, 2025, compared to R$ 15,160.4 million in the same period in 2024, representing a decrease of 3.3% year on year.

The sales and marketing, distribution and administrative expenses of the beer operations in Brazil amounted to R$ 12,427.4 million in year ended December 31, 2025, compared to R$ 12,849.6 million in the same period in 2024, representing a decrease of 3.3% year on year, primarily due to lower distribution expenses (mainly explained by lower volumes and higher weight of third-party distributors) and lower administrative expenses (mainly due to lower variable compensation provisions), partially offset by continued commercial investments.

The sales and marketing, distribution and administrative expenses of the NAB operations in Brazil amounted to R$ 2,234.4 million in year ended December 31, 2025, compared to R$ 2,310.8 million in the same period in 2024, representing a decrease of 3.3% year on year, primarily due to lower distribution expenses (driven by lower volumes) and lower administrative expenses (mainly due to lower variable compensation provisions).

The sales and marketing, distribution and administrative expenses of the Company’s operations in CAC amounted to R$ 2,070.2 million in year ended December 31, 2025, compared to R$ 2,209.9 million in the same period in 2024, representing a decrease of 6.3% year on year. This decrease mainly reflected lower distribution expenses (reflecting lower volumes) and lower administrative expenses due to lower variable compensation provisions.

The sales and marketing, distribution and administrative expenses of the Company’s operations in LAS amounted to R$ 4,772.9 million in year ended December 31, 2025, compared to R$ 5,416.0 million in the same period in 2024, representing a decrease of 11.9% year on year, mainly reflecting the impact of Argentina's macroeconomic dynamics on our reported numbers (exchange rate effects), partially offset by continued investments in sales and marketing.

The sales and marketing, distribution and administrative expenses of the Company’s operations in Canada amounted to R$ 3,635.1 million in year ended December 31, 2025, compared to R$ 3,606.2 million in the same period in 2024, representing an increase of 0.8% year on year, driven by higher investments in sales and marketing, partially offset by efficiencies in the distribution network and administrative savings.

Other Operational Income/(Expenses)

Other operating income decreased by 0.9% in year ended December 31, 2025, from R$ 2,457.3 million in the same period in 2024 to R$ 2,435.9 million. This result is mainly explained by lower sales volumes.

Exceptional items

The exceptional items, for year ended December 31, 2025, went from an expense of R$ 100.8 million in the same period in 2024 to a revenue of R$ 643.3 million. The exceptional items for 2025 are mainly composed of restructuring expenses related to organizational improvements, resizing initiatives and digitalization efforts in the Company, as well as the results of the sale of a subsidiary in CAC, while, in 2024, our exceptional expenses were mainly due to restructuring expenses related mainly to organizational alignments due to operational improvements, resizing and digitization efforts. In this sense, this variation is explained especially by the sale of a subsidiary in CAC.

Operating Income

As a result of the above, the operating income increased by 7.0% in year ended December 31, 2025, amounting R$ 23,317.6 million in relation to R$ 21,801.7 million in the same period in 2024.

Net Financial Result

The net financial result of the Company increased by 72.6% in year ended December 31, 2025, reaching R$ 4,001.7 million from R$ 2,318.2 million in the same period in 2024. This result is mainly explained by (i) higher losses on non-derivative instruments, mainly related to exchange rate variation and foreign currency acquisition expenses in Bolivia, (ii) higher losses on derivative instruments mainly due to a higher cost of maintaining foreign exchange hedge positions in Brazil and (iii) lower financial income, mainly due to the reduction of the basic interest rate in Argentina and the exchange rate devaluation of the Argentine peso.

The total debt of the Company, including current (interest-bearing loans) and non-current debt, decreased to R$ 65.8 million in year ended December 31, 2025, while our amount of cash, cash equivalents and current financial investments, net of bank overdraft, decreased to R$ 9,517.7 million in the period.

Income tax and social contribution

The consolidated income tax and social contribution expenses of the Company totaled R$ 3,433.2 million in year ended December 31, 2025, compared to R$ 4,640.4 million in 2024. The effective income tax and social contribution rate in 2025 was 17.7%, compared to an effective tax rate of 23.8% in 2024. This reduction in the effective tax rate in 2025 was mainly due to non-recurring effects in the period, including the tax impact related to the sale of a subsidiary in the CAC region, the partial reversal of tax liabilities associated with the 2017 Brazilian tax amnesty program (PERT 2017) and the recognition of certain income tax incentives/credits.

Net Income for the Year

As a result of the above, the net income for the year obtained by the Company in year ended December 31, 2025 was R$ 15,988.4 million, representing an increase of 7.7%, if compared to R$ 14,847.0 million earned in the same period in 2024.

CASH FLOW

Cash Flow for Year Ended December 31, 2025 compared with Year Ended December 31, 2024
(in millions of reais, excluding amounts related to volume and percentages)

Operating Activities

The cash flow from the Company’s operating activities decreased by 6.3%, reaching R$ 24,450.3 million in year ended December 31, 2025, compared to R$ 26,099.0 million in the same period in 2024, mainly as a result of losses in working capital. Cash flow generated in our operating activities before changes in working capital and provisions increased by 2.7% in 2025 as compared to 2024, bringing additional R$ 779.1 million, and the less efficient net working capital management brought a reduction of R$ 1,451.1 million compared with last year, mostly driven by lower accounts payable and higher accounts receivable.

Investing Activities

The cash flow from the Company’s investing activities decreased by 9.4%, reaching R$ 4,950.2 million in year ended December 31, 2025, compared to R$ 5,463.5 million in the same period in 2024, mainly explained by lower net acquisition of debt securities (less R$ 459.9 million when compared to 2024). In 2025, our investments in CAPEX (acquisition of fixed assets and intangible assets) totaled R$4,590.5 million, compared to R$4,749.1 million in 2024.

Financing Activities

The cash flow from the Company’s financing activities were increased by 158.6%, to R$ 26,771.5 million in year ended December 31, 2025, compared to R$ 10,352.0 million in the same period in 2024, mainly driven by higher dividend payments to subsidiaries and affiliates (more R$16,407.1 million when compared to 2024).

2.2 – The Management should comment on:

(a)       Results of the issuer’s operations, in particular:

(i) Description of any material income components

In fiscal year ended December 31, 2025, the revenues of the Company and its subsidiaries primarily consisted of the sale of beers, RTDs (ready-to-drink beverages) and non-alcoholic beverages through the operations described in Item 2.1 above. To a lesser extent, the Company also generates revenues from the sale of malt and by-products deriving from its operations, as well as the sale of non-Ambev products on the BEES Marketplace in some regions.

The demand for its products is primarily related to consumer disposable income, price and weather conditions in the countries where the Company and its subsidiaries operate.

(ii) Factors that materially affect operating income

Focused on improving the operational and financial performance of our business, we have evolved every year, delivering continuous and consistent improvements in our results through the execution of our strategy of (i) leading and expanding the category; (ii) digitalizing and monetizing our ecosystem; and (iii) optimizing our business.

The year 2025 illustrates this dynamic well: (i) the beer industry in Brazil had a smoother performance, mainly impacted by situational factors (weather and pressures on available income), and we continued to lead the category, strengthening our portfolio and advancing in the fastest growing segments, such as premium, balanced choices and non-alcoholic beers, in addition to continuing to elevate our core and core plus segments through investments in brands and innovation; (ii) our digital platforms continued to expand and deepen the use of data and insights in trade execution; and (iii) we maintained cost and expense discipline, with productivity gains and efficient allocation of resources, partially mitigating foreign exchange and commodity headwinds. As a result, we delivered organic growth in consolidated adjusted EBITDA of 5.6%, with expansion of gross margins and adjusted EBITDA, 80bp and 50bp, respectively.

In Brazil, premium and super premium brands delivered growth of around 10% high (16.7% to 19.9%) for the year, led by Stella Artois, Original and Corona, and we ended 2025 with leadership in the premium segment. In addition, the portfolio of balanced choices grew by 60% and non-alcoholic beers grew by around 30%, reinforcing our momentum in the fastest growing pockets of the category. We understand that the headwinds of 2025 were predominantly cyclical and associated with consumption occasions, and not a structural change in the fundamentals of the category.

We continued to expand the use of our B2B (Business-to-Business) platform, BEES, in our core operations and improve convenience for our consumers through Zé Delivery, our DTC (Direct to Consumer) platform in Brazil. In 2025, we interacted with more than 1.3 million purchasers on BEES, in Brazil, and maintained high penetration, with more than 90% of customers and volumes transacting through the platform. On BEES Marketplace, GMV more than doubled in 2025, with improved profitability and increased reach, with approximately 80% of customers in Brazil purchasing on the Marketplace for the year.

Ahead of DTC, Zé Delivery continued to play a strategic role in deepening our direct relationship with consumers and expanding the reach of the category. In 2025, GMV grew by 13%, with 27 million annual active users (an increase of 11% vs. 2024), and the platform remained present in more than 800 cities, with a high level of service. Zé Delivery has also established itself as a relevant engine of insights and engagement, having received more than 6 million survey responses for the year, in addition to maintaining a strong connection with younger consumers (Generation Z over 18 years old and millennials representing about 80% of purchasers).

In the non-alcoholic beverage business, our volume decreased 3.1% for the year, reflecting the contraction of soft drinks under the same cyclical factors that impacted beer. Even so, the industry grew a low-single digit in 2025 according to our estimates, and we preserved the resilience of revenue per hectolitre, with emphasis on the advance of sugar-free, which grew around 255, with performances of Pepsi Black and Guaraná Antarctica Zero.

In our international operations, we continue to face challenges, although we have improved, in relation to 2024, in most of the business units. In LAS, volume decreased 0.9% for the year, with Argentina registering a decrease in volume in a still challenging consumption environment; market share declined slightly due to price relativity dynamics, while brand health indicators improved, supported by Corona and Quilmes.

In Central America and the Caribbean, the Dominican Republic showed an improvement in the consumption environment throughout the year. Beer gained share within alcoholic beverages, our market share remained stable, and the health of the brands evolved, sustaining EBITDA growth and margin expansion in the region.

Finally, in Canada, we delivered EBITDA growth of 4.7% with margin expansion of 110 bps, despite a 1.3% volume decrease, outperforming a smoother beer industry and gaining share in beer and RTDs, led by Michelob Ultra and Busch.

(b) Relevant income variations ascribed to the introduction of new products and services, and changes in volumes, prices, foreign exchange rates and inflation.

Net Revenue – Year ended December 31, 2025 compared to 2024

Net revenue decreased 1.4% for year ended December 31, 2025, to R$ 88,242.5 million in relation to R$ 89,452.7 million in the same period in 2024, as a consequence of a decrease of 3.3% in sales volume, partially offset by an increase of 7.5% in net revenue per hectoliter, with increases in five of our six business units, according to the tables below.

The total net revenue generated from the Company’s operations in Brazil increased 0.9% in year ended December 31, 2025, amounting R$ 49,030.8 million compared to R$ 48,605.3 million in the same period in 2024. This variation is mainly due to volume reduction of 4.1% offset by an increase in net revenue per hectoliter of 5.2%.

The net revenue generated from the Company’s beer operations in Brazil remained stable (0.0%) in year ended December 31, 2025, accumulating R$ 40,230.6 million compared to R$ 40,220.2 million in the same period in 2024. This variation is mainly due to a 4.8% increase in net revenue per hectoliter in 2025, reflecting the implementation of revenue management initiatives combined with improved brand mix, offset by a decrease of 4.5% in sales volume. We continued to consistently execute our commercial strategy in 2025, which led to strong sales growth for our premium and super premium brands led by Corona, Spaten and Original.

The net revenue generated from the Company’s NAB operations in Brazil increased 4.9% in year ended December 31, 2025, reaching R$ 8,800.1 million compared to R$ 8,385.2 million in the same period in 2024. This variation is a consequence of a 3.1% decrease in sales volume, coupled with a 8.3% increase in net revenue per hectoliter in 2025. The performance reflects revenue management initiatives and a more favorable mix, with the continued expansion of the sugar-free beverage portfolio, including Guarana Antarctica Zero and Pepsi Black.

The net revenue generated from the Company’s CAC operations decreased 0.5% in year ended December 31, 2025, accumulating R$ 10,963.9 million compared to R$ 11,023.7 million in the same period in 2024. This variation is a consequence of the growth in net revenue per hectoliter of 2.5% combined with a 3.0% reduction in sales volume. The change in net revenue in our CAC operations in 2025 was impacted by lower volumes, partially offset by revenue management initiatives and improved product mix.

The net revenue generated from the Company’s LAS operations decreased 9.3% in year ended December 31, 2025, amounting R$ 17,988.3 million compared to R$ 19,829.7 million in the same period in 2024. This variation is a consequence of a 0.9% decrease in sales volume, impacted by the consumer environment in Argentina, and also by a 8.5% reduction in net revenue per hectoliter in 2025, mainly due to exchange rate impacts resulting from the currency devaluation of the Argentine peso.

The net revenue generated from the Company’s operations in Canada increased 2.7% in year ended December 31, 2025, reaching R$ 10,259.5 million compared to R$ 9,993.9 million in the same period in 2024. This variation is a consequence of an 4.1% increase in net revenue per hectoliter, supported by strategic revenue management initiatives, partially offset by a 1.4% decrease in volume sold, due to a weaker beer industry.

(c) Relevant impacts of inflation, price variations of main inputs and products, foreign exchange and interest rates on the issuer’s operating and financial income.

In 2025, our cost of product sold was impaired by the prices of some commodities, mainly aluminum that was hedged in US dollars at values higher than those of the previous year, impacting the cost of products sold of our operations both in the Brazil and abroad, and by unfavorable foreign exchange rate in Brazil considering the hedges made during 2024 for the 2025 year with a higher average US$/R$ rate than the previous year. In our international operations, in general, the cost conversion into Real has resulted in a negative impact, due to the depreciation of Real against the local currencies in each operation. In LAS, the inflationary pressures have reduced compared to the 2024 scenario.

2.3 – The Management should comment on:

(a)       Changes in accounting practices that have resulted in significant effects on the information provided for in items 2.1 and 2.2

No changes in the Company’s accounting practices, which have resulted in significant effects on the information provided for in items 2.1 and 2.2 in the last fiscal year, were recorded.

(b)       Modified opinions and emphases present in the auditor’s report

The independent auditors’ report on the Company’s financial statements for the last fiscal year was issued without modified opinions and emphasis.

2.4 – The Management should comment on the relevant effects that the events below have caused or are expected to cause on the issuer’s financial statements and on its results:

(a) Introduction or divestment of operating segment

There was no introduction or divestment of any operating segment of the Company that is characterized as a divestment or introduction of a cash-generating unit in fiscal year ended December 31, 2025.

(b) Organization, acquisition or disposal of equity interest

Sale of a Subsidiary - SLU Beverages LTD

The Company's subsidiary, CND, and Koscab entered into a Share Purchase Agreement ("Agreement") on December 26, 2024, whereby CND agreed to transfer all its shares in the holding company SLU to Koscab. SLU is a majority shareholder of Banks Holdings Limited, Saint Vincent Brewery Limited, Antigua Brewery Limited and Dominica Brewery & Beverages Limited, which are part of the CAC reportable segment.

The transfer of full interest will take place in consideration for the payment of the minimum amount estimated at US$186 million, corresponding to R$1,023 million, deferred in up to five tranches until 2028. The conclusion of the first two tranches took place on July 31, 2025, and, therefore, CND transferred to Koscab 61.83% of the interest it held in SLU, for the price of US$115 million, corresponding to R$633 million. With this conclusion, the Group recognized the loss of control over SLU, ceasing its consolidation in the financial statements for the period ended September 30, 2025. The remaining portion of the investment was maintained under the line item of assets held for sale, in accordance with IFRS 5/CPC 31 - Non-Current Assets Held for Sale and Discontinued Operation.

As of December 31, 2025, the gain related to the transaction totaled R$862 million, which was recorded under the line of exceptional items. The calculated gain includes the full reclassification of the accumulated amount of exchange rate variations related to the SLU, previously recognized in other comprehensive income in shareholders' equity, for the result of the year, in line with IAS 21/CPC 02 - Effects of Changes in Exchange Rates and Translation of Financial Statements.

(c) Exceptional events or transactions

There was no exceptional event or operation with a relevant effect on the individual and consolidated financial statements other than those described below in fiscal year ended December 31, 2025.

Share buyback program

i) October 2025

The Board of Directors, in a meeting held on October 29, 2025, approved a new share buyback program of shares issued by the Company itself up to the limit of 208,000,000 common shares, with the primary purpose of cancelling such shares, and any remaining shares may be held in treasury, sold and/or delivered under the Company's share-based compensation plans. The Program will end by April 29, 2027, as detailed in the Notice to the Market disclosed on that date.

As of December 31, 2025, the Company had not yet acquired common shares.

2.5 - If the issuer has disclosed, during the last fiscal year, or wishes to disclose non-accounting measurements on this form, such as EBITDA (earnings before interest, taxes, depreciation and amortization) or EBIT (earnings before interest and income tax), the issuer must:

(a)       Inform the value of non-accounting measurements

The Company uses performance indicators such as adjusted income of the consolidated operation before financial results and income taxes (Adjusted Operating Income) and adjusted income of the consolidated operation before financial results, income taxes and depreciation and amortization expenses (Adjusted EBITDA) and Adjusted Net income.

Operating Income, adjusted Operating Income and adjusted Operating Income Margin

Operating Income is calculated by excluding from the net income for the year the following effects: (i) non-controlling interest, (ii) income tax expenses, (iii) profit sharing of affiliates and subsidiaries, and (iv) net financial results.

The adjusted Operating Income is an accounting measurement that corresponds to Operating Income minus exceptional items and participation in joint ventures results. The exceptional items may be mainly composed of: (a) restructuring activities; (b) amnesties and similar tax transactions; (c) acquisition of subsidiaries; and (d) impairment and gains or losses on the disposal of assets and investments(“Exceptional Items”).

The adjusted Operating Income Margin, in turn, is calculated by dividing the adjusted Operating Income by the net revenue.

Operating Income and adjusted Operating Income are not measures of income in accordance with the accounting practices adopted in Brazil and do not represent cash flows for the periods presented, and, therefore, are not alternative measures to results or cash flows. Operating Income and adjusted Operating Income represent performance measures for management purposes and for comparison with similar companies and correspond to EBITDA and Adjusted EBITDA (see below), including depreciation, amortization and depletion. The Company cannot guarantee that other companies, including closely-held companies, will adopt the same meaning for such measurements.

Net Income and Adjusted Net Income

Adjusted Net Income is a non-accounting measure that corresponds to Net Income deducted from exceptional items above EBITDA and exceptional items after EBITDA. Exceptional items above EBITDA may be primarily comprised of: (a) restructuring activities; (b) amnesties and similar tax transactions; (c) acquisition and sale of subsidiaries; and (d) loss on the recovery amount and gains or losses on the sale of assets and investments. ("Exceptional Items"). On the other hand, the exceptional items after EBITDA correspond to the exceptional items that impact the net financial result and income tax and social contribution.

EBITDA, adjusted EBITDA and adjusted EBITDA Margin

EBITDA is a non-accounting measurement calculated by excluding from the net income for the year the following effects: (i) non-controlling interest, (ii) income tax expenses, (iii) profit sharing of affiliates and subsidiaries, (iv) net financial results, and (v) depreciation and amortization expenses. That is, it is the Operating Income, excluding the effects of depreciation and amortization expenses.

Adjusted EBITDA, on the other hand, corresponds to EBITDA minus exceptional items and participation in the results of joint ventures.

Adjusted EBITDA Margin, in turn, is calculated by dividing the adjusted EBITDA by the net revenue.

EBITDA, adjusted EBITDA and adjusted EBITDA Margin are not measures of income in accordance with the accounting practices adopted in Brazil and do not represent cash flows for the periods presented, and, therefore, are not alternative measures to results or cash flows. The Company uses Adjusted EBITDA as a performance measure for management purposes and for comparison with similar companies.

Although EBITDA may have a standard meaning, according to article 3, item I, of CVM Resolution No. 156, of June 23, 2022, the Company cannot guarantee that other companies, including closely-held companies, will adopt this standard meaning and/or that they will adopt the Company’s standard. Accordingly, the Adjusted EBITDA disclosed by the Company may not be comparable to the EBITDA disclosed by other companies.

We classified EBITDA as adjusted, considering that accounting standards do not cover certain exclusions promoted by the Company, for a better understanding and reflection of the Company’s operating cash generation, considering its operation market. The Company understands that adjusted EBITDA offers a better perception of the operating results and a clearer view of the Company for investors and third parties.

(b)       Make reconciliations between the amounts disclosed and the amounts in the audited financial statements

Reconciliation of Operating Income, adjusted Operating Income and adjusted Operating Income Margin

Conciliation of Net Income and Adjusted Net Income

EBITDA Reconciliation, adjusted EBITDA and adjusted EBITDA Margin

⁽¹⁾ considering investments write-off

Exceptional Items

(1) Restructuring expenses relate primarily to centralization and sizing projects in Brazil, LAS, CAC and Canada.

(c)       Explain the reason why it is understood that such measurement is more appropriate for the correct understanding of the financial condition and results of the Company’s operations

The Company’s Management uses performance indicators, such as adjusted income of the consolidated operation before financial results and income taxes (Operating Income) and adjusted income of the consolidated operation before financial results, income taxes and depreciation and amortization expenses (adjusted EBITDA), as segment performance metrics to make decisions about fund allocation and performance analysis of the consolidated operation.

The Company understands that Adjusted Net Income is an appropriate accounting measure for the correct understanding of the results of its operations, since, in its calculation, exceptional items above EBITDA and exceptional items after EBITDA are deducted.

Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income are not measures in accordance with the Brazilian Accounting Principles, US GAAP or IFRS and do not represent cash flows for the periods presented, nor should they be considered as substitutes for loss or net income as an indicator of our operating performance or as a substitute for cash flow as an indicator of liquidity. Adjusted EBITDA and adjusted Operating Income have limitations that may impair their use as a measure of profitability, as they do not consider certain costs arising from our business that could significantly affect our profits, such as financial expenses, taxes, depreciation, capital expenditures and other related charges.

It should also be noted that adjusted EBITDA is used as a performance measure by the Management, which is why the Company understands that its inclusion in this Item 2 is important. The Company’s Management believes that adjusted EBITDA is a practical measure to assess its operating performance and allow comparison with other companies in the same segment, even though other companies may calculate it differently.

The Company understands that EBITDA is a supplementary indicator in the evaluation of its operating performance. In addition, the Company believes that EBITDA gives investors a better understanding of its ability to perform its obligations and its ability to obtain new financing for its investments and working capital.

Finally, it is emphasized that the adjusted measures are additional measures used by the Management and should not replace measures calculated in accordance with IFRS as an indicator of the Company’s performance.

2.6 - Identify and comment on any events subsequent to the last financial statements for the closing of the fiscal year that change them substantially

Resolution on the date of payment for the first installment of Interest on Capital

In a meeting held on February 11, 2026, the Board of Directors approved the payment of the 1st installment of interest on capital ("IOC"), the distribution of which was approved at the Board of Directors meeting held on December 9, 2025. The payment will be made on April 6, 2026, in the gross amount of R$0.075 per share, corresponding to the net amount of R$0.063 per share of the Company, after deduction of income tax in accordance with the applicable legislation, and the base dates considered at the time of the distribution resolution remaining unchanged.

Disallowance of Tax Credits Paid Abroad

In February 18, 2026, the Company received new tax assessments related to the 2018 calendar year, involving the disallowance of income tax credits paid abroad by its subsidiaries, totaling approximately R$ 1.0 billion. The Company understands that such charges are illegal and will present the respective defenses before the administrative level of first instance within the legal period. Such charges are similar to the disallowances already disputed by the Company. Based on the guidance of its external legal advisors, the Company expects that the outcome of these new cases will be consistent with that of the periods already assessed.

2.7 – The Management should comment on the allocation of social results, indicating:

⁽¹⁾ Percentages are based on the adjusted net income, including values relating to (i) the reversion of effects of the revaluation of fixed assets in the amount of R$ 11,823,167.53; (ii) the effect of application of IAS 29/CPC 42 (hyperinflation) in the amount of R$ 2,377,265,000.00; (iii) the prescribed dividends in the amount of R$ 82,351,675.75; and (iv) the effect relating to the sale of a subsidiary, in the amount of R$ 11,487,026.25.

2.8 – The Management should describe the material items not reflected in the issuer’s financial statements, indicating:

(a) The assets and liabilities directly or indirectly held by the issuer and not reflected in its balance sheet (off-balance sheet items), such as:

(i)                 Written-off receivables portfolios on which the entity has not substantially retained or transferred the risks and benefits of ownership of the transferred asset, indicating related liabilities

(ii)       Agreements for future purchase and sale of products or services

(iii)       Unfinished construction agreements

(iv)       Agreements for future financing receipts

Not applicable, since there is no material item not reflected in Company’s accounting statements for fiscal year ended December 31, 2025.

(b) Other items not reflected in the financial statements

Not applicable, since there is no material item not reflected in Company’s accounting statements for fiscal year ended December 31, 2025.

2.9. In relation to each of the items not reflected in the financial statements indicated in item 2.8, the management should comment on:

(a) How do those items change or may change the revenues, expenses, operating income, financial expenses and other items in the financial statements of the issuer

As mentioned in item 2.8 above, there are no items that were not reflected in the accounting statements for fiscal year ended December 31, 2025.

(b) Nature and purpose of the transaction

As mentioned in item 2.8 above, there are no items that have not been reflected in the accounting statements for fiscal year ended December 31, 2025.

(c) Nature and amount of the obligations assumed and rights generated to the benefit of the Company as a result of the transaction

As mentioned in item 2.8 above, there are no items that have not been reflected in the accounting statements for fiscal year ended December 31, 2025.

2.10 – The Management should indicate and comment on the main elements of the issuer’s business plan, specifically exploring the following topics:

(a)       Investments, including:

(i) quantitative and qualitative description of existing and anticipated investments

In 2025, the investment in consolidated property, plant and equipment and intangible assets amounted to R$ 4,590 million, consisting in R$ 3,045 million for our business segment in Brazil, R$604 million for our business segment in CAC, R$651 million related to investments in our operations in LAS and R$290 million related to investments in Canada.

These investments included, mainly, the expansion of the productive capacity, quality control, automation, modernization and replacement of the packaging lines, storage for direct distribution, coolers, and investment for the replacement of bottles and crates, market assets of former players as well as continued investment in information technology.

In 2026, we plan to invest with the purpose of increasing value generation through greater return on our invested capital, keep focusing on supporting the operations for continuous improvement of our level of service.

(ii) sources of financing for investments

The Company has resources from its operating cash flow generation and credit facilities extended by financial institutions in Brazil and other countries as sources of financing for its investments.

(iii) relevant divestments in progress and anticipated

There are no significant divestments foreseen on the date of this Reference Form.

(b)       Provided that it has already been disclosed, indicate the acquisition of plants, equipment, patents and other assets that should significantly affect the production capacity of the issuer

There has been no disclosure of acquisition of plants, equipment, patents or other assets, other than those already described in item 2.10 (a) above that may significantly affect the production capacity of the Company.

(c)       New products and services, indicating:

(i) description of the research in progress already disclosed,

(ii) total amounts spent by the issuer on research for the development of new products or services,

(iii) projects under development already disclosed, and

(iv) total amounts spent by the issuer on the development of new products or services.

Innovation became one of the main pillars of our business and of our commercial strategy frontline; despite of a detailed review of our discretionary expenses in order to assure our liquidity, research and development are and continue to be seen as fundamental to enable continuous innovation to our consumers.

We maintain an innovation, research, and development center, in the city of Rio de Janeiro, State of Rio de Janeiro, at Universidade Federal do Rio de Janeiro (UFRJ). This center (ZITEC – Centro de Tecnologia e Inovação) started its operations in the last months of 2017. One of the main characteristics of the development center is the prototypes lab, which enables the creation of complete prototypes, assisting in the creation process of new products. Another goal of the development center is to perform perception and behavioral consumer’s studies so to capture future trends. ZITEC enabled Ambev to reduce its innovation launch period from eight to four months.

In 2021, we continued to expand our diversity with the launch, in Brazil, of Michelob Ultra and Spaten, a pure malt beer, Munich Helles style. In 2022, one of our main innovations were Budweiser Zero, recognized as the best non-alcohol beer in the Brazilian market by O Estado de São Paulo newspaper, and Caipi Beats, new member of the Beats family, with a “caipirinha” flavor (a very popular Brazilian drink) made with cachaça. Regarding packaging innovation, we developed an exclusive technology named KEG 5L, which was awarded as “The Best Packaging Technology” in 2022 by ABRE (Brazilian Packaging Association), reinforcing our sustainability commitment.

In 2024, we launched a new version within our Beats line, the Beats Tropical, which has demonstrated strong results since its launch and continued as a popular choice during the 2024 Carnival holiday in Brazil. In the non-alcoholic category, we reformulated Guaraná Antártica Zero and launched the first non-alcoholic beer with added vitamin D in the world, Corona Sunbrew. We also introduced, in 2024, Stella Pure Gold, our low-calorie gluten-free beer, which performed strongly. Our investment in innovation, research and development contributed to our brands winning 140 medals in various beer competitions around the world, including gold medals for Brahma Duplo Malt at the World Beer Awards and Antarctica Original at the Brussels Beer Challenge competition.

In 2025, we launched Baré Zero, Beats Green Mix, Beats Tomorrowland, Flying Fish, Guaraná Antarctica Zero with Fiber, and Sukita Zero, as well as fully revamped versions of some existing products (for example, Brahma 0.0%). We also increased the diversity of SKUs for our existing beverages and expanded the production of our premium beverages.

The investment made in the development center in the last three years was of approximately R$ 130 million, including R$ 44.8 million in 2023, R$ 43.4 million in 2024 and R$ 40.5 million in 2025.

In 2025, in addition to new products and packaging, we continued to provide convenience and innovation to our clients and consumers through BEES, Zé Delivery and Ta Da, which are one of our main digital platforms. In Brazil, more than 94% of our active clients purchased through BEES. As part of our total digital strategy plan, almost 90% of our clients are currently purchasing exclusively through BEES. At BEES Marketplace we currently offer more than 6,000 SKUs in different categories such as food products, nonalcoholic beverages and hard liquor. The number of clients purchasing in the marketplace was equal to almost 86% of BEES’ clients as of year ended December 31, 2025. In Brazil, our direct-to-consumer delivery platform, Zé Delivery, continued to expand its reach and deepen engagement in 2025, being present in over 800 cities and in all 27 Brazilian states, reaching almost 70% of the country’s population. Zé Delivery placed more than 66 million orders in 2025 and had more than 27 million annually active users on December 31, 2025. Engagement and satisfaction remained strong, supported by a broader assortment (including premium offerings) and accessibility initiatives such as returnable packaging, in addition to the platform acting as a relevant source of consumer insights to support innovation. At LAS, our digital journey continues to evolve with BEES. In Argentina, more than 86% of the B2B buyers are purchasing through BEES and more than 80% of the net revenue of the country comes from the platform. The number of clients purchasing in the marketplace corresponded to more than 32% of the BEES clients as of year ended December 31, 2025. In Paraguay, 83% of the direct and indirect B2B sales are made through BEES, with total digital buyers representing 82% of the total number of clients as of year ended December 31, 2025. In Bolivia, 78% of the direct and indirect B2B sales are made through BEES, with total digital buyers representing 94% of the total number of clients in year ended December 31, 2025. At LAS, TaDa in Argentina, result of the merger of App Bar with and into others Direct-to-Consumer platforms called Siempre en Casa and Craft Society, had a challenging 2025 due to the country's economic situation. The Platform is present in 38 cities, and registered 350 thousand orders, and showed a 38% decrease in the number of orders and a 41% decrease in monthly active users in 2025 compared to 2024.

At CAC, the Dominican Republic continues leading the BEES platform expansion, actively sharing know-how and best practices with other operations. The country reached a full digital operation status, with 100% of the B2B purchasers shopping through the platform and more than 100% of the net revenue of the country coming from BEES in 2025. We are also exploring the BEES Marketplace in the country, with 18 different categories and more than 320 SKUs available for the clients as of year ended December 31, 2025. In Panama, we also continue to implement BEES, with 100% of the country’s net revenue in 2025 deriving from the platform.

At CAC, TaDa in Dominican Republic continued to expand in 2025, with the number of orders increasing 5.1% in 2025 compared to 2024 and monthly active users decreasing 13% in 2025 compared to 2024.

In Canada, BEES continues to expand 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. The BEES marketplace also continued to evolve in Canada in 2025, offering 75 unique SKUs from ten third-party partners.

(d)       Opportunities included in the issuer’s business plan related to ESG issues

Since the creation of Ambev, sustainability has been part of our business strategy.

As business opportunities related to sustainability issues we have:

2.11 – Comment on other factors that significantly influenced operating performance and that have not been identified or commented on in the other items of this section

There are no other factors that significantly influenced operating performance and that have not been identified or commented on in the other items of this section.

3.       Projections

3.1 – Released projections and assumptions

(a) Subject of the projection

In the material fact, dated February 11, 2026, the Company informed that Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for its beer business in Brazil is expected to increase between 4.5% and 7.5% in 2026 (excluding the sale of non-Ambev products in the marketplace, and assuming the current commodity prices and exchange rates), primarily driven by commodity-related costs, especially aluminum, as well as portfolio mix.

(b) Projected period and the projection validity term

The projected period for the Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization (excluding the sale of non-Ambev products in the marketplace) for the beer business in Brazil is the year 2026, and is valid until December 31, 2026.

(c) Assumptions of the projection, with an indication of which may be influenced by the issuer’s management and which are beyond its control

The projection with respect to the Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for the beer business in Brazil (excluding the sale of non-Ambev products in the marketplace) considers the Brazilian and global macroeconomic scenario at the time of release on February 11, 2026, and also takes as premises the Company’s ability to maintain its efficiency in cost control and to be aware in advance of the impact of exchange rate and part of the commodities variations exposed on the Cash COGS for the current sales planning for the year, as a result of our hedge policy. However, the Company is unable to hedge all commodities to which it is exposed. The Company’s management may influence internal factors, such as efficiency and business management. External factors, such as the deterioration of the macroeconomic scenario and international commodity prices, are beyond the control of the Company, which may affect the projection in question. The projections are based on reasonable beliefs and assumptions of the Company's management, as well as on information to which the Company currently has access. Therefore, we clarify that the projections are hypothetical data that do not constitute a promise of performance, being subject to risks and uncertainties associated with the economic, regulatory and competitive conditions of the countries in which the Company operates, as well as the assertiveness of its strategic and operational decisions.

(d) Values of the indicators that are the subject of the projection

As indicated in the material fact and in the results disclosure, the Company estimates that Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for its beer business in Brazil, is expected to increase between 4.5% and 7.5% in the year 2026 (excluding the sale of non-Ambev products in the marketplace, and assuming current commodity costs and foreign exchange rates). The Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization (excluding the sale of non-Ambev products in the marketplace), for the beer business in Brazil was R$ 184.4 in 2025, showing a variation in relation to the previous year (R$ 173.8 in 2024) of +6.1%.

3.2 – Monitoring of projections

(a) State which are being replaced by new projections included in the form and which are being repeated in the form

Not applicable, since the Company made the first disclosure of the projection regarding Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization (excluding the sale of non-Ambev products in the marketplace), for the Brazilian beer business for the year to be ended December 31, 2026 in this Reference Form, so that there are no changes.

The Company has been disclosing projections for the growth of Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization (excluding the sale of non-Ambev products in the marketplace), for the beer business in Brazil in the last three years, which amounts are reported in item (b) below.

(b) For projections related to past periods, compare data projected with actual performance of indicators, clearly showing the reasons for differences in projections

2025

The Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for the beer business in Brazil was projected by the Company for the year 2025, as released on February 26, 2025, when a growth of between 5.5% and 8.5% was estimated (excluding the sale of non-Ambev products in the marketplace and assuming the commodity prices and exchange rates on such date). On December 31, 2025, the Company confirmed that Cash COGS increased by 6.1%, in line with the projection contained in such disclosure.

2024

The Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for the beer business in Brazil was projected by the Company for the year 2024, as released on February 29, 2024, when a decrease of between 0.5% and 3.0% was estimated (excluding the sale of non-Ambev products in the marketplace and assuming the commodity prices on such date). On December 31, 2024, the Company confirmed that Cash COGS (as qualified above) decreased by 2.5%, in line with the projection contained in such disclosure.

2023

The growth of Cash COGS (cost of goods sold) per hectoliter, excluding depreciation and amortization, for the beer business in Brazil was projected by the Company for the year 2023, as disclosed on March 2, 2023 and subsequently updated on August 3, 2023, when growth between 2.5% and 5.5% was estimated (excluding the sale of non-Ambev products in the marketplace and assuming the commodity prices on that date). On December 31, 2023, the Company confirmed that Cash COGS (as qualified above) grew by 3.2%, in line with the projection contained in the disclosure of August 3, 2023.

(c) In relation to projections for currently ongoing periods, state whether they remain valid on the date of submitting the form and, if applicable, explain why they were dropped or replaced

The projection for 2026 remains valid on the date of delivery of this Reference Form.

4.       Risk Factors

The investment in securities issued by the Company involves significant risks. The Company’s current and potential investors must carefully consider all information contained in this Reference Form, including the risks described in this section, the financial statements, and their accompanying notes, before deciding to maintain or increase their investment in the Company’s securities. The Company’s business, financial condition and operational results could be significantly affected by the risks listed below. The market price of shares may fall due to the occurrence of any of the risks listed below; thus, investors may lose a portion or all the investment made in the Company’s shares. Risks that are currently unknown to us, or that we usually consider as irrelevant, may also have a material adverse effect on the Company’s business, financial condition, operational results and the trading price of its shares.

For purposes of this section “4., Risk Factors”, except when otherwise stated in this Reference Form, and where the context so requires, mentioning the fact that a risk, uncertainty or problem may cause or have “adverse” or “negative” effects on us, or similar expressions, means that such risk, uncertainty or problem may have significant adverse effects on the business, financial condition, operational results, cash flow, liquidity and/or future business of the Company and/or its subsidiaries, as well as on the price of the securities issued by the Company. Similar expressions included in this section “4. Risk Factors”, must be understood within this context. Notwithstanding the subdivision of this section “4. Risk Factors”, certain risk factors included in one item may also be applicable to other items.

4.1- Description of the Risk Factors

(a) Issuer

The Company faces operational risks that can result in the partial or temporary shutdown of the Company’s operations, which may adversely affect its financial condition and results of operations.

The Company faces operational risks that may result in partial or temporary suspension of the Company’s 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 cyber-attacks), accidents, fires, strikes, weather, exposure to natural disasters, regional water crisis, electricity power outages and chemical product spills, accidents involving water reservoirs, the ability of 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 the Company’s property, assets and reputation, a decrease in production or an increase in production costs, any of which may adversely affect its financial condition and results of operations.

During the normal course of the Company’s business, it depends 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 the Company’s control, such as social movements, natural disasters, electricity shortages and labor strikes. Any interruption in the supply of inputs for the operation of the Company’s industrial units or in the delivery of the Company’s products to clients could have a material adverse impact on its results of operations.

Moreover, the transportation and infrastructure system in Brazil and other countries in which the Company operates is under development and needs improvements so that it can work efficiently and serve better the Company’s business. Any significant interruptions or reductions in the use of transport infrastructure or in its operations in the cities where the Company’s distribution centers are located, may delay or impair the Company’s ability to distribute goods and cause its sales to drop, which may negatively impact its financial and operating results.

The Company’s results of operations are affected by fluctuations in exchange rates, and devaluation of the real or other currencies with which the Company operates relative to other currencies, including the U.S. dollar, which may adversely affect its financial performance.

Most of the Company’s sales are in reais; however, a portion of its debt is denominated in foreign currencies, including U.S. dollars. In addition, a significant portion of costs of production, in particular those associated with packaging materials such as aluminum cans and PET bottles, as well as essential ingredients such as sugar, hops and malt, is denominated in or indexed to the U.S. dollar. Accordingly, the recent volatility of the US dollar/real exchange rate has had a notable impact on the Company’s cost structure in recent years. Therefore, any devaluation of the real or other currencies with which the Company operates, when compared to those foreign currencies, may increase the Company’s financial expenses and operating costs, and could affect the Company’s ability to meet its foreign currency obligations. The Company cannot guarantee that such hedging will be possible, accurate or available at reasonable costs at all times in the future.

In addition, the Company has historically reported its consolidated results in reais. In 2025, the Company derived 44.4% of its 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 the Company’s operating companies’ functional currencies and the real will affect its consolidated income statement and balance sheet. Decreases in the value of the Company’s operating companies’ functional currencies against the real will tend to reduce those operating companies’ contributions in terms of its financial condition and results of operations.

The Company also incurs currency transaction risks whenever one of its 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 the Company’s has hedging policies in place to manage commodity prices 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 regularly, 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, which were also due to market fluctuations. There also have been significant fluctuations in the exchange rates between Brazilian currency and the U.S. dollar and other currencies.

As of December 31, 2025, the Brazilian real/U.S. dollar selling exchange rate was R$ 5.50 per U.S. dollar, reflecting an 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 exchange rate was R$ 5.23 per US$ 1.00, reflecting a 4.9% appreciation against the U.S. dollar as compared to the exchange rate as of December 31, 2025.

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 implemented by the Brazilian government aimed at stabilizing the real is uncertain. In addition, a substantial increase in inflation may weaken investor confidence in Brazil, impacting the Company’s ability to finance its operations through the international capital markets.

Other exchange rate devaluations or political decisions related to exchange rates may have an impact on the Company’s 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 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, impacting its international transactions.

Information technology failures, including failures to implement upgrades and new technologies effectively or those that affect the privacy and security of sensitive customer and business information, could disrupt the Company’s operations.

The Company relies on information technology systems to process, transmit and store large amounts of electronic data, including personal data and information. A significant portion of the communication between its personnel, customers and suppliers depend on information technology. The Company’s information systems may be vulnerable to a variety of interruptions due to events beyond its control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers’ attacks or other security issues.

The Company depends on information technology to enable it 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 the Company employees, partners and customers, including personal and payment data.

For example, the Company relies on digital platforms and information technology systems to support its key business and operational processes, including the BEES platform, Zé Delivery, in addition to other systems that support the distribution centers and logistics network. The Company also collects and stores non-public personal information provided by customers when purchasing products and services. Any replacement or upgrades to its system and related processes to implement it may cause occasional system disruptions or delays in running its business operations, including efficiently fulfilling orders and providing services to its customers, subjecting us to inherent costs and risks. The Company cannot guarantee that its choices of technologies will be correct, or that its initiatives will succeed and bring sufficient growth in revenue to offset the costs.

The Company may experience occasional system interruptions and delays that make its websites, in-house controls and services unavailable or slow to run its business operations, including responding and preventing it from efficiently accepting or fulfilling orders, or providing services to its customers.

Also, the concentration of processes in shared services centers means that any disruption in technology could impact a large portion of its business within the operating regions the Company serves. Any implementation of new technology or transition of processes in shared services centers (or related thereto), as well as other transformational projects, could lead to business disruptions. If the Company does not allocate, and effectively manage, the resources necessary to build and sustain the proper technology infrastructure, it could be subject to transaction errors, processing inefficiencies, 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 its IT platforms, operations or supply chain disruptions, alteration, corruption or loss of financial or other data on which the Company relies for financial reporting and other purposes, which could cause errors or delays in its financial reporting and loss of or damage to intellectual property through a security breach. The Company’s system could also be penetrated by outside parties with the purpose of extracting information, corrupting information, or disrupting business processes.

Third-party security breaches, burglaries, cyberattacks, errors by the Company’s employees or employees of third-party vendors, of contractors, misappropriation of data by employees, vendors or unaffiliated third parties, or other irregularities may result in persons obtaining unauthorized access to company data or otherwise disrupting the Company’s 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 the Company’s reputation or its 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 its net operating revenues. More generally, these and other similar disruptions can have a material adverse effect on its business, results of operations, cash flows or financial condition.

The Company is routinely subject to cyber-threats, and its investments in new technology-monitoring and cyberattack prevention systems are subject to failures since 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.

The Company is subject to risks associated with noncompliance with digital data protection laws and regulations in the countries in which it operates and can be adversely affected by penalties or other sanctions.

The Company's operations, especially through digital platforms operated under the direct-to-consumer, marketplace and route-to-market models, expose the Company to a complex and evolving regulatory environment. Such activities involve the use of digital interfaces and interactions with consumers, merchants, and third-party partners, requiring compliance with a wide range of legal and regulatory obligations related to data protection and privacy, cybersecurity, consumer protection, digital advertising, platform accountability, and other digital rights. Any non-compliance with applicable requirements, or its evolving interpretation and application, may subject the Company to regulatory investigations, administrative penalties, civil liability, operational restrictions, increased compliance costs and reputational damage, and may adversely affect the Company's business, financial condition and operating results.

In the ordinary course of business, the Company processes large volumes of personal data related to employees, dealers, customers, and consumers. As a result, the Company is subject to wide evolving set of laws and regulations for protection of personal data in several jurisdictions. In Brazil, this include Law No. 13,709/2018, Lei Geral de Proteção de Dados Pessoais (Brazilian General Data Protection Law) (“LGPD”) which was enacted in 2018 and came into effect as of 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 the processing of personal data; (c) a broad set of rights for data subjects; (d) specific requirements for security measures that must be implemented by data controllers and processors for the protection of such data; (e) notice obligations applicable in cases of security incidents involving personal data that may result in a material risk or harm 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, the Company is also subject to the data protection laws of other Latin American jurisdictions in which it operates or may operate in the future, including data protection regimes in Chile and Argentina, as well as the comprehensive data protection law recently passed in Paraguay. Such laws share common principles with the LGPD, such as limitation of purpose, data minimization, transparency, security obligations, and accountability, while introducing jurisdiction-specific requirements, enforcement mechanisms and sanctioning powers.

Regulators have increasingly issued ancillary regulations and guidance, which can extend compliance obligations and exposure to enforcement. For example, Brazil’s National Data Protection Agency (“ANPD”), which oversees the application and enforcement of the LGPD, has issued several resolutions further regulating key aspects of data protection, including international data transfers, the role and responsibilities of the Chief Data Protection Officer, and procedures for reporting security incidents. Similar regulatory developments and supervisory actions may occur in other jurisdictions where the Company operates.

If the Company fails to comply with the LGPD, ANPD regulations or the other personal data protection laws applicable in other jurisdictions, the Company may be subject to administrative sanctions – individually or cumulatively, civil liability, including individual or class actions for damages, as well as the imposition of sanctions under related laws, such as the Consumer Protection Code and Marco Civil da Internet (Brazilian Internet Act).

In particular, the adoption of remote and hybrid work arrangements for certain positions may increase the Company's exposure to cybersecurity and information security risks. Employees use the Company-provided devices, which are subject to internal security policies, and the home or personal networks on which they depend may not offer the same level of protection as the Company’s controlled corporate environment. This may increase the risk of unauthorized access, data leakage or other security incidents, possibly affecting the Company’s ability to protect confidential information and ensure the continuity of business operations.

Facilities, data repositories, and systems can be vulnerable to security breaches, cyberattacks, acts of vandalism, computer viruses, lost or misplaced data, system failures, programming failures, or human errors. Malicious persons may attempt to gain unauthorized access to the Company’s database to misappropriate information for potentially fraudulent or other illegal purposes. The Company’s security controls may not be sufficient to prevent, detect or mitigate all such incidents, and any successful breach may result in a negative impact on the Company’s reputation, financial condition and market value. In addition, if the Company is unable to prove that its systems and processes are properly designed to prevent, detect and respond to cybersecurity incidents, or if the response to an incident is deemed inappropriate or inopportune, it may be subject to material penalties, enforcement actions, civil liability and loss of existing or future business relationships, as well as possible claims by customers, dealers or employees whose personal data may have been compromised.

The Company is subject to risks related to pending legal and administrative proceedings, and unfavorable decisions of such proceedings may adversely affect the results of operations, cash flows and financial condition of the Company.

The Company is now, and in the future may be, part of legal proceedings and claims (including labor, environmental and climate, tax claims and those related to the alcohol industry), and significant indemnities may be claimed against the Company. In view of the uncertainty inherent to litigation proceedings, it is possible that the Company may incur liabilities as a result of the lawsuits and claims filed against the Company, including those that the Company does not currently believe represent a reasonably possible chance of loss. Any changes in the risk assessments or possibilities of success of the Company's proceedings may adversely harm the Company's liquidity, financial condition and business. The Company's management may also be subject to sanctions arising from proceedings against its members involved in the Company's own operations or their involvement in other business. For more information on the Company's judicial and administrative contingencies, see items 4.4 to 4.7 of this Reference Form.

In Brazil, the Company’s tax contingency has grown in recent years, and it is expected to continue to grow in the coming years, mainly (1) because its principal amount is adjusted monthly according to the SELIC rate, the average interest rate in overnight transactions backed by Brazilian federal government bonds, or other equivalent interest rate, and (2) due to the highly litigious environment in Brazil in relation to tax disputes. In addition, the highly complex tax legislation in Brazil reduces certainty of taxpayer interpretation. Such environment affects the economic industry in general. The Attorney General’s Office of the National Treasury (“PGFN”) reported that, in 2025, R$5.42 trillion in tax credits were being challenged. According to the 2025 “Justiça em Números” report disclosed by the Brazilian National Council of Justice, tax enforcement represented 29% of all legal proceedings pending resolution in the judicial sphere and 57% of all enforcement in progress in 2025, which proves the highly litigious environment in tax matters in Brazil.

As the administrative phase of the Company’s tax proceedings ends and legal proceedings begin, the Company may be required to provide a guarantee for the amounts under discussion, through performance bond, bank guarantees, bank deposits or other types of assets or rights subject to attachment by law.

On September 20, 2023, Law No. 14,689 (“Law No. 14,689/2023”) was enacted in Brazil, providing for the exclusion of fines imposed in administrative-tax proceedings decided in favor of the Brazilian Federal Government, after a tiebreaker vote in the federal administrative level. Law No. 14,689/2023 also exempts taxpayers, which challenge federal administrative decisions under tie of votes, the obligation to provide performance bonds or similar guarantees, provided that certain requirements are met.

Additionally, on February 8, 2023, the Federal Supreme Court (“STF”) tried two paradigm cases (Special Appeals No. 949,297 and 955,227) and determined that any STF collegiate decision that recognizes the constitutionality or unconstitutionality of taxes charged on an ongoing basis shall cease the effects of res judicata of previous judgment that is contrary to the STF’s position, even if that previous judgment has passed into res judicata in the past. Such decision of the STF created a legal insecurity for Brazilian companies, which relied on final court decisions to conduct their tax proceedings, and which now face such binding STF decision that allows for the reversal of previous decisions passed into res judicata, which could substantially affect their business and results. In April 2024, the STF denied the motions for clarification filed in connection with those two paradigm cases, under which there was requested that the effects of such decisions be applicable only as from February 2023, not affecting the previous transactions/decisions. Similarly, in August 2025, the STF denied a second round of motions for clarification filed in relation to those two main cases, and the STF’s decision on the matter in October 2025 was passed into res judicata. Although such decision has not a material effect on any tax credits already recognized by the Company and its subsidiaries, it may affect future tax credits if the STF changes its binding view on the res judicata in force for the Company. Following such developments, Supplementary Law No. 225, recently published on January 8, 2026, introduced relevant changes to the Brazilian tax compliance structure. Among its provisions, the law authorizes tax authorities to classify companies as “persistent debtor”, if certain circumstances are met, such as accrued tax liabilities exceeding legal limits, and unreasonable recurring non-compliance in specific periods. Once classified, companies may face severe consequences, including suspension of taxpayer registration (“CNPJ”), prohibition from participating in government tenders or contracts, loss of access to tax incentives, and restrictions on judicial recovery proceedings. Such measures may substantially affect the ability to operate, access public markets and maintain the financial stability, exposing the Company to significant operational and reputational risks. Currently, the Company is not classified as a persistent debtor; therefore, the risks described above are not applicable to date.

In addition, companies in the spirits and soft drinks industry are, from time to time, exposed to class actions or other litigation relating to alcohol advertising, alcohol abuse issues, or health consequences of excessive consumption of beer, other spirits, and soft drinks. As an example, a certain beer and other alcoholic beverage producers in Brazil were involved in class actions and other claims for indemnification.

Additionally, there has been an increase in lawsuits against large companies involving sustainability issues, including claims related to climate justice, net-zero goals and targets, greenwashing, climate-washing (use of unreasonable or misleading claims or selective disclosure about climate or climate performance), supply chain business relationships, and diversity and sustainability disclosure practices. As a result, the Company may also be subject to class actions or other lawsuits, including administrative proceedings, regarding the Company’s sustainability practices, as such issues have increasingly attracted the attention of investors and civil society on a global scale.

If any such litigation results in fines, damage or reputational damage to the Company or its brands, this could have a material adverse effect on the Company’s business, operating results, cash flows and financial condition.

The Company depends on the reputation of its products and brands, and any damage to their reputation may have an adverse effect on the Company's results.

The success of the Company also depends on its ability to maintain and enhance the image and reputation of its brands, including the brands that are produced, sold and distributed under licensing agreements, whether preserving the reputation of existing products in the Company's portfolio or building a favorable reputation for new products. Any deterioration in the image of the Company's brands, whether due to actual or perceived concerns about the quality of the products, may materially and adversely affect the Company's business, financial condition and competitive position. A material event or series of events that may jeopardize the reputation of one or more of the Company’s brands may reduce their value and related revenues, and the restoration of the image and reputation of its products may be costly or even impossible.

The Company regularly invests in marketing campaigns, sponsorships, promotional initiatives and proprietary events to support its brands and strengthen consumer engagement. Such activities involve significant costs and execution risks, and there is no guarantee that they will achieve their intended purposes or generate the expected business or reputational benefits. Any failure, dispute, inappropriate conduct, security incident or negative public perception associated with such activities may harm the image of the Company's brands, attract negative media coverage or regulatory scrutiny and adversely affect the Company's business.

In addition, the Company’s marketing activities are subject to restrictions on advertising, media and messaging style. Additional restrictions, or the introduction of similar rules into new markets, may limit the Company’s ability to build brand value and negatively impact such brand value and related revenues.

If any of the Company’s products are defective or found to contain contaminants, the Company may be subject to product recalls, individual or class actions and/or other liabilities.

In the event that any failure to comply with the regulatory and safety standards required (such as contamination or a defect) does occur regarding any of the Company’s products in the future may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on the Company’s business, reputation, prospects, financial condition, and results of operations.

In addition, in 2025, Brazil faced a beverage poisoning crisis (the “methanol poisoning crisis”), which resulted in several cases of methanol poisoning and fatalities due to illegally adulterated alcoholic beverages. Such incident led to the submission of several bills before the Brazilian Congress aimed at strengthening regulations on the traceability of alcoholic beverages. Most of such bills are still in the initial stage of the legislative procedures; therefore, regulatory changes are expected in the short time. However, in the medium to long term, if such proposals move forward, new laws and regulations may be enacted, imposing additional compliance obligations that could affect the business.

Additionally, although the Company maintains insurance policies against certain product liability (but not product recall) risks, it may not be able to enforce its rights in respect of these policies, and, in the event that a contamination or defect occurs, any amounts that the Company recovers may not be sufficient to offset any damage it may suffer, which could adversely impact its business, results of operations and financial condition.

If the Company is unable to obtain and maintain the required licenses in the countries in which it operates, it may be subject to fines, penalties or other regulatory sanctions, which may adversely affect its business and cause it to incur additional costs.

The Company's operations depend on obtaining and maintaining the required licenses and regulatory approvals issued by the proper authorities in the countries where it operates. The Company may not guarantee that such licenses or regulatory approvals will be granted, renewed or extended, which may be revoked or be subject to restrictive or costly conditions. The lack of such authorizations may lead to the suspension of activities in specific plants or distribution centers, adversely affecting the Company's results.

In connection with the granting or renewal of licenses and regulatory approvals, authorities may require operational or facility changes, which may result in additional costs. The Company may also be subject to the supervision of other public authorities in addition to those currently deemed as competent, which will require additional licenses, permits or authorizations. Finally, legislative and regulatory changes may require the Company to make changes to the plants in order to meet the new requirements imposed by the proper authorities.

If the Company fails to obtain, maintain or renew in a timely manner the required licenses and permits for its activities, the Company may incur additional costs for the payment of any charges or even compromise its regular operation.

Any of such factors that may affect the non-obtainment or non-renewal of licenses and permits may incur additional costs and obligate the Company to reverse resources to comply with legal requirements, or compromise the regular operation of its activities. In addition, the conduct of activities without the proper licenses or in disagreement with the licenses and their technical requirements may have negative consequences, such as: (i) assessment notices; (ii) imposition of successive fines; (iii) prohibition from opening and operation sites, even temporarily; (iv) interdiction or closure of sites, even temporarily; (v) exposure to additional risk or loss of insurance coverage, in the event of a security accident or similar event; (vi) compromise of a facility while a license is pending; and (vii) exposure of the Company, as well as its representatives, to other civil, administrative and criminal sanctions. The Company may be harmed if any of its establishments closes, even temporarily.

The Company may not be able to protect its intellectual property rights, which may adversely affect its results and operations.

The Company’s success depends significantly on its ability to protect its current and future brands and products, as well as defend its intellectual property rights, including trademarks, patents, domain names, industrial design, trade secrets, software and know-how. The Company has been granted several trademark and patent applications covering trademarks and products, and has filed and expects to continue to file patent and trademark applications before the competent intellectual property authorities in a number of markets in which its business is conducted, always seeking to protect the most recently developed trademarks and products. The Company may not guarantee that such trademark and patent applications will be issued in connection with any of its applications. Therefore, events, such as a final denial of applications for the Company's trademarks by the authorities, unauthorized use or other misappropriation of the Company's trademarks may decrease their value and reputation, so that the Company may suffer an adverse impact on its operating results.

In addition, if the teams responsible for the operation of plants do not follow the correct instructions regarding confidentiality protocols to protect the Company's trade secrets, it may lose the exclusivity of its product formulas. The Company is also subject to the risk of, by omission, failing to renew a trademark, domain names, industrial design or patent in a timely manner, or that its competitors may challenge, invalidate or circumvent any existing or future trademarks and patents issued in its favor or requested or licensed by the Company. In the event of legal challenges to any trademarks, the court decision may impair their use and prohibit their continued exploitation.

The Company may not guarantee that the measures taken will be sufficient or that third parties will not infringe its reserved property rights or misuse them. If the Company is unable to protect its reserved property rights from infringement or misuse, such fact may have a material negative effect on the Company’s business, operating results, cash flows or financial condition and, in particular, on its ability to develop its business. In addition, any dispute or action related to intellectual property assets may be costly and time-consuming due to the uncertainty of discussions regarding the matter.

The Company’s insurance coverage may be insufficient to repair certain losses that the Company may suffer in the future.

The cost of some of the Company’s insurance policies may increase in the future. Furthermore, some kinds of losses, such as those arising from wars, acts of terrorism or natural disasters, are generally excluded from coverage because they are not insured or economically feasible to insure. Insurers have become increasingly reluctant to offer coverage for such events. If the Company incurs a material uninsured loss or a loss that exceeds the limits insured by the Company, its business, financial condition and operating results may be impaired.

The Company’s failure to obtain or renew surety bonds and letters of credit necessary in certain lawsuits on appropriate terms or at all may adversely affect its liquidity, financial condition, and business.

Certain agreements to which the Company is a party and certain legal proceeding in which the Company is involved require it 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. The Company 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, the Company may be required to use a substantial portion of its cash to secure such agreements and legal proceedings, which may materially and adversely affect its liquidity, financial condition, and results of operations.

The relative volatility and illiquidity of securities of Brazilian companies may affect investor’s ability to sell the Company securities 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, provided that those investments are generally considered speculative in nature.

Brazilian investments, such as investments in Company’s securities, are subject to economic and political risks, involving, among other factors:

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 investors’ ability to sell theirs securities at the price and time you desire.

The Company’s shareholders may not receive any dividends or interest on capital.

According to the Company’s Bylaws, the Company generally should pay its shareholders a mandatory minimum dividend of 40% of its annual adjusted net income, calculated according to Brazilian Law No. 6,404/1976, as amended (“Brazilian Corporations Law”), in accordance with the mechanisms described in its Bylaws and as presented in its consolidated financial statements prepared under the International Financial Reporting Standards (IFRS). The main sources for these dividends are cash flows from its operations and dividends from its operating subsidiaries. Therefore, net income may not be available to be paid out to its shareholders as dividends in certain years.

Moreover, the Company might not pay dividends to its shareholders in any particular fiscal year upon the determination of the Board of Directors that any distribution would be inadvisable in view of its financial condition. While the law does not establish the circumstances rendering the payment of dividends inadvisable, it is generally agreed that a company need not pay dividends if such payment threatens its existence as a going concern or harms its normal course of operations, including the deterioration of its financial condition resulting from external factors.

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 the Company’s Bylaws or in the Brazilian Corporations Law. It is possible, therefore, that the Company’s shareholders will not receive dividends in certain fiscal years.

In addition, Law No. 15,270/2025, recently approved by the Brazilian National Congress and in force as of January 1, 2026, establishes that payments, credits or deliveries of profits and dividends by the same legal entity to the same natural person residing in Brazil, in an amount greater than R$50,000.00, in the same month, will be subject to withholding income tax at the rate of 10% on the total amount, with multiple aggregated payments for this purpose. In addition, profits or dividends paid, credited, delivered, employed or sent abroad are subject to withholding income tax at the rate of 10% on the total amount, regardless of the amount. As a result, shareholders who own the Company's shares, as applicable, may have their dividends subject to taxation, which may reduce the net value of payments received and affect the return on their investments.

Future stock issues may reduce the interest of current shareholders and could materially affect the future market price of the shares issued by the Company.

The Company may need to raise additional capital in the future, also by means of the issue of shares or debt securities convertible into shares. Any additional capital obtained from the issue of shares may reduce the proportional interest held by the investors in the Company’s capital and reduce the earnings per share and the net equity value per share; thus, any issue made by the Company or its major shareholders may have adverse effects on the future market price of the Company’s shares.

Contractual and legal restrictions to which the Company and its subsidiaries are potentially or allegedly subject may be triggered upon the consummation of certain transactions involving the Company’s indirect controlling shareholder, ABI, resulting in adverse impacts on the Company’s operations.

The Company its subsidiaries are parties to certain joint ventures, distribution and other agreements, guarantees and instruments that may contain restrictive provisions that its contractual counterparties may try to interpret as being triggered upon the consummation of certain transactions by ABI. Some of those agreements may be material and, to the extent they may contain any such restrictive provisions, the Company’s counterparties may seek to enforce them, in order to curtail material contractual rights and benefits that we have thereunder, under the argument that ABI’s consummation of certain transactions has triggered the referred restrictive provisions. Similarly, certain 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 volume of business we conduct in each of those countries.

(b) The Company’s shareholders, in particular, the controlling shareholders

The Company’s current controlling shareholder may determine the direction of its most significant corporate initiatives.

The Company’s controlling shareholder, ABI, together with Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“FAHZ”), held approximately 72.6% of its total and voting capital stock, as of December 31, 2025.

ABI indirectly held shares issued by us representing 62.3% of the Company’s total and voting capital stock (excluding treasury shares), as of December 31, 2025. Thus, ABI has control over the Company, even though (i) ABI is subject to its shareholders’ agreement (“Shareholders’ Agreement”) entered into by and between Interbrew International GMHB, AmBrew S.à.r.l. and the minority shareholder, FAHZ, dated April 16, 2013 and effective as of July 2, 2019; and (ii) 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, represented by EPS S.A, and the interests of the Brazilian families which were previously the Company’s controlling shareholders (“Interbrew Family Founders”) (represented by BRC S.à.R.L.). For further information on the Company’s shareholders’ agreement, please see item 1.13 of this Reference Form.

The Company’s controlling shareholder can elect the majority of the members of the Company’s 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, the Company’s controlling shareholder may have interests that differ from those of the Company and may vote in a way that is adverse to the interests of the Company’s other shareholders. In addition, any reputational issues associated with the (direct or indirect) shareholders may adversely affect the trading price of the shares issued by the Company.

Under the Brazilian Corporations Law, the protections afforded to minority shareholders may differ from, or be less comprehensive than, the corresponding protections and fiduciary duties of directors applicable in the U.S. or other jurisdictions.

(c) Subsidiaries and affiliates

The ability of the Company’s foreign subsidiaries to distribute cash upstream may be subject to various conditions and limitations.

The Company’s foreign subsidiaries’ ability to receive cash from foreign subsidiaries through dividends, advances between related parties, management fees or other payments is, to a large extent, dependent on the availability of cash flows at the level of such foreign subsidiaries and may be restricted by applicable laws and accounting principles. For example, cash balances held by the Company's subsidiary organized in Cuba may not be transferred to the Company due to currency control regulations, while those held by the Bolivian subsidiary are subject to restrictions mainly due to the unavailability of foreign currency, although in both cases they remain available for use in local operations. In particular, 44.4% (R$39.2 billion) of the Company’s total net revenues of R$ 88.2 billion in the year ended December 31, 2025, came from its foreign subsidiaries. Some of the Company’s subsidiaries are subject to laws restricting their ability to pay dividends or the value of dividends they may pay.

If the Company is not able to obtain sufficient cash flow from its foreign subsidiaries, the Company may face liquidity restrictions that may impair its ability to allocate capital efficiently, including with respect to payment of interest on equity, dividends and execution of share repurchase programs, negatively affecting the Company’s business, results of operations and financial condition.

(d) Its managers

The Company may not be able to recruit or retain key personnel.

The Company's ability to develop, support and market its products depends on the hiring and maintenance of qualified employees with specialized knowledge. Failure to recruit or retain key personnel, or the unexpected loss of senior employees, including those of merged companies, may compromise the execution of the Company’s strategic plans. The Company faces several challenges inherent in the management of a large workforce in diverse regions and social contexts. Key employees may leave for reasons outside the Company’s control, and the impact of such departures depends on factors such as the Company’s ability to recruit equally qualified persons at a comparable cost, and maintain a safe and non-discriminatory work environment. There is no guarantee that the Company will successfully attract or retain key employees, which may impair its operations and substantially and adversely affect its business, financial situation and competitive position.

(e) Its suppliers

The Company relies on external suppliers, including certain major suppliers, for its production and distribution, and the termination or modification of the arrangements with such third parties, or non-compliance with the Company’s sustainability guidelines or any laws and regulations by them could, in certain events, negatively affect its business.

The Company relies on external suppliers for a range of raw materials necessary for its beer and non-beer products, and for packaging material, including aluminum cans, glass, kegs and PET bottles. The Company seeks to limit its exposure to market fluctuations in the supply of these raw materials by entering into medium- and long-term fixed-price arrangements. The Company has 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 the Company operates has reduced local supply alternatives and increased the risk of disruption of these supplies. The termination 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 the Company’s contractual obligations or otherwise deliver materials consistent with current usage would or may require it to make purchases from alternative suppliers, in each case at potentially higher prices than those agreed with this supplier. Additionally, the Company may be subject to potential reputational damage if one of its suppliers violates applicable laws or regulations. These factors could have a material adverse effect on Company’s business, results of operations, cash flow and/or financial condition.

The Company has also entered into contracts with third parties to provide transportation and logistics services. The early termination of these contracts or the Company’s inability to renew them or negotiate new contracts with other service providers with similar conditions could adversely affect its operating and financial condition. In addition, the majority of its suppliers of transportation operate under concessions granted by the Brazilian government and the loss or non-renewal of such concessions may also adversely affect Company’s results of operations and financial condition.

Moreover, if any of the Company’s suppliers and/or service providers fails to comply with laws or regulations, or applicable corporate policies and/or specific contractual clauses determined by the Company, such as binding sustainability and sustainability topics, including social, environmental, climate, integrity, and labor laws, the Company may be subject to fines, administrative and legal proceedings, or other measures with an adverse impact on its business, results of operations and reputation. For further information, please see item 4.4 et seq. of this Reference Form.

Additionally, the Company has licenses to bottle and/or distribute brands held by companies over which it does not have control. If the Company is unable to maintain such arrangements on favorable terms, this could have a material adverse effect on its business, results of operations, cash flows and financial condition.

(f) Its clients

Demand for the Company’s products may be adversely affected by changes in consumer preferences and tastes.

The Company depends on its ability to foresee and respond to the evolving consumer preferences and tastes. Consumer demand can change in unpredictable ways due to a variety of factors, including changes in demographics, health concerns (including obesity), perception of product attributes and ingredients, changes in travel, vacation or leisure activity patterns, consumption occasions, weather, consumer concerns regarding environmental impact caused by the products and their manufacturing procedures, negative publicity or reputational damages, including as a result of regulatory actions or processes involving the Company and its peers, and adverse economic conditions that reduce discretionary spending. Consumers may also migrate to competitor offerings or reduce overall consumption in the Company’s categories. If the Company does not anticipate or respond effectively to such changes, its business, operating results, cash flows and financial condition may be impaired.

(g) Sectors of the economy in which the issuer operates

Volatility in commodities prices may adversely affect the Company’s financial performance.

A significant portion of the Company’s cost of production is directly associated with commodities such as aluminum, sugar, corn, wheat and PET bottles, the prices of which fluctuated significantly in 2025. An increase in commodities prices directly affects the Company’s operating costs. Although the Company’s current policy is to mitigate its exposure risks regarding changes in commodity prices, the Company cannot be sure that such hedging mechanisms will be always possible or available at reasonable costs in the future.

The table below shows the price volatility, in 2025, of the main commodities acquired by the Company:

Sources: Aluminum LME, Sugar ICE, Corn CBOT, Wheat CBOT e PET IHS (old CMAI).

Furthermore, on January 20, 2025, Donald Trump took office for a second non-consecutive term as the 47^th President of the United States. Since returning to office, President Trump’s government has reinforced economic policies in favor of the United States, including the expansion of tariffs on a number of goods from key business partners such as China, the European Union, Canada and Brazil. Regarding Brazil, for example, the United States government announced the imposition of a 50% tariff on certain Brazilian imports, including industrial goods, commodities and agricultural products, which became effective, subject to certain exceptions, on August 6, 2025, mentioning concerns related to alleged restrictions on freedom of expression and alleged political persecution of former President Jair Bolsonaro. President Trump also publicly threatened the adoption of new trade measures against Brazil and other BRICS countries, due to their association with Russia and their efforts to reduce the dependence on the US dollar in international trade. Such measures have contributed to rising geopolitical tensions, increased market volatility and increasing uncertainty about the future of international trade and capital flows. With respect to Canada, in February 2025 President Trump imposed of tariffs of 25% on imports from Canada, and in August 2025 signed an executive order raising tariffs on Canadian products to 35% for all goods not covered by the U.S.-Mexico-Canada trade agreement. On February 20, 2026, the United States Supreme Court ruled that several tariffs implemented by the Trump government were unconstitutional. In response to such decision, President Trump announced the immediate implementation of a 15% general tariff, based on Section 122 of the Tariff Act. Such tariffs are expected to expire after 150 days, unless extended by the Congress.

Negative publicity focusing on the Company or on the way the Company conducts its operations may harm its business.

Media coverage and publicity generally can exert significant influence on consumer behavior and actions. If the social acceptability of beer or soft drinks were to decline significantly, sales of the Company’s 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 problems related to (i) alcoholism, including drunk driving; (ii) underage drinking; and (iii) health consequences resulting from the misuse of alcohol and soft drinks (for example, alcoholism and obesity). Factors such as negative publicity regarding the consumption of alcohol or soft drinks, or changes in consumer perceptions in relation to alcohol or soft drinks in general could adversely affect the sale and consumption of the Company’s products and harm its business, results of operations, cash flows or financial condition to the extent consumers and customers change their consumption patterns.

Key brand names are used by the Company, its subsidiaries, associates, and joint ventures, and licensed to third-party brewers. To the extent that the Company or one of its 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 the Company’s business, results of operations, cash flows or financial condition. The Company is subject to the risk of exposure to negative publicity, misinformation or fake information, including through social media and other channels, in relation to its businesses, adverse environmental impacts, taxes, labor rights, corporate transparency, local work conditions, among others. Negative publicity or fake news that materially damages the Company’s reputation or of one or more of its brands could have an adverse effect on the Company or on the value of that brand and subsequent revenues from that brand, which could adversely impact its business, results of operations, cash flows and financial condition.

Competition may generate a reduction in margins, increase costs and decrease the profitability of the Company.

The Company competes both with other brewers and other beverage companies. Globally, brewers, as well as other competitors in the beverage industry, compete primarily on brand image, price, quality, distribution networks and consumer service. The consolidation has significantly increased the capital base and geographic scope of competitors in some of the markets in which the Company operates.

Furthermore, the beverage market is expanding and becoming more fragmented, complex and sophisticated due to consumer preferences and tastes, and changes in their preferences and tastes. Competition may divert consumers and customers from the Company’s products. Competition in the several markets in which the Company operates may cause the Company to reduce prices, increase capital expenditure, marketing and other expenses, without being able, in contrast, to increase prices to recover higher costs, thus leading to reduction of margins and loss of market share by the Company. Any of the facts mentioned above may produce a material adverse effect on the Company's business, financial situation and operating results. Furthermore, innovation faces inherent risks, and the new products the Company may introduce may not succeed with consumers and clients, while competitors may be able to respond more quickly than the Company to new trends.

Consumer purchasing decisions are affected by factors, including brand recognition, product quality and performance, price, and subjective preferences. Some of the Company’s competitors may have marketing investments substantially greater than the Company’s. If the Company's promotion, advertising and marketing strategies are unsuccessful, and if the Company is unable to offer new products to meet market demands, its market share and results may be impaired. If it is not possible to launch new products in a timely manner, or if the Company's end consumers believe that its competitors’ products are more attractive, the Company's sales, profitability and operating results may be impaired.

Additionally, the absence of equal competitive conditions, tax policies, unfair or unlawful practices, tax evasion and corruption may distort the competitive environment, generating material harmful effects on the Company's profitability and ability to operate.

If the Company does not successfully comply with the applicable anti-corruption laws, export control regulations and trade restrictions, it could be subjected to fines, penalties or other regulatory sanctions, as well as adverse press coverage, which could have an impact on its reputation, operations and sales.

The Company is subject to the risk that its management, employees or other representatives may take actions that violate the applicable anti-corruption laws and regulations, such as the Brazilian Federal Law No. 12,846/2013 (“Brazilian Anti-Corruption Law”) and the U.S. Foreign Corrupt Practices Act (“FCPA”).

The Brazilian Anti-Corruption Law imposes strict liability on companies for certain acts against the national or foreign public administration, including acts involving public officials. Under the Brazilian Anti-Corruption Law, 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 Brazilian Anti-Corruption Law, Brazilian authorities may consider whether a company has implemented an effective anticorruption compliance program.

Notwithstanding the Brazilian Anti-Corruption Law and related enforcement efforts, Brazil, as well as other countries in which the Company operates, still has a perceived elevated risk of public corruption. To a certain degree, that may leave the Company exposed to potential violations of the Brazilian Anti-Corruption Law, FCPA or other applicable anti-corruption laws and regulations.

As a global brewery, the Company also conducts the business and sells 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.

The Company’s integrity program (anti-corruption compliance) may not be successful in detecting, preventing and remediating violations of applicable anti-corruption laws, and the Company remains exposed to the risk that improper conduct could occur, thereby exposing us to potential liability and the costs associated with investigating and remediating such potential misconduct. The Company existing internal controls and compliance procedures may not be sufficient to prevent or detect all inappropriate conduct, fraud, or violations of applicable law by its management, employees or other representatives (agents or other business partners).

If the Company is not in compliance with anti-corruption and other similar laws, such as the Brazilian Anti-Corruption Law and FCPA, it may be subject to administrative, civil, and criminal penalties, and other remedial measures, which could harm its brand and reputation, and have a material adverse impact on its business, financial condition, results of operations and prospects. Adverse press coverage also may result from having the Company’s name or brands associated with any misconduct and could damage its reputation, brands, and sales. Therefore, if the Company becomes involved in any investigations, notices, or other proceedings under the FCPA, the Brazilian Anti-Corruption Law or other applicable anti-corruption laws, in Brazil or in other countries where it operates, the Company’s business could be adversely affected.

(h) Regulation of the sectors in which the issuer operates

Increases in taxes levied on beverage products in the countries in which the Company operates and unfair competition arising from tax evasion may adversely affect its results and profitability.

Increases in levels of taxation in the countries in which the Company operates could adversely affect its 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 the Company’s costs are fixed and thus do not vary significantly based on the level of production. The Company cannot guarantee that the countries’ governments will not increase current tax levels and that this will not have an impact on its business.

Since 2018, the Brazilian federal government has implemented a series of changes to the Tax on Industrialized Products (“IPI”), applicable to transactions with a concentrate unit, which resulted in reductions in the IPI rates and, consequently, in the amount of the presumed IPI credits associated with the acquisitions of concentrate units acquired from companies located in the Manaus Free Zone. Such changes occurred through the issue of successive decrees that established different rates over time, including temporary rates. Since 2022, the IPI 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 tax rate on the ICMS Value Added applicable to soft drinks (increases of up to 4%), to be effective as from the beginning of 2025. In 2025, the State of Alagoas increased its ICMS Valued Added rate for soft drinks (increases of up to 1.5%), to be effective as from the beginning of 2026.

In addition, certain tax laws may be subject to controversial interpretations by tax authorities, and the Company may be adversely affected, including being required to pay the full amount 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 substantially reformulates the consumption tax system in Brazil. One of the main purposes of this tax reform is to simplify the consumption tax framework by replacing the current indirect taxes (namely, IPI, ICMS, ISS, PIS and COFINS) with a value-added tax (“Value-Added Tax” or “Dual-VAT”), composed of a Contribution on Goods and Services (“CBS”) and a Sub-National Goods and Services Tax (“IBS”). In addition, it adds a new Excise Tax (“IS”) applicable to goods and services considered harmful to health or the environment, such as alcoholic beverages and sugary drinks. The CBS will replace the PIS and COFINS, whereas the IBS will replace the ICMS and ISS. In short, the Dual-VAT was created as a comprehensive, complete and non-cumulative tax, to be charged in the destination, and with a limited number of tax rates and exceptions.

As from 2026, tax reform will enter a testing phase. After such year of testing, a phase-out transition period will begin. In 2027, PIS and COFINS will be replaced definitively by CBS. In the same year, IPI will be reduced to zero, except for certain products industrialized in the Manaus Free Trade Zone, and IS will come into effect. From 2029 to 2032, the IBS will be increased progressively year by year, while the ICMS and ISS, together with tax incentives, will be gradually reduced. In 2033, the IBS will be fully implemented, and the ICMS and ISS will be abolished.

Additional regulations governing IBS, CBS and IS were enacted on January 16, 2025 through Supplementary Law No. 214; however, such tax rates have not yet been defined. In addition, on January 14, 2026, Supplementary Law No. 227/2026 was enacted, as a result of Bill No. 108/2024, and establishes the IBS Management Committee – CG-IBS, as well as the administrative procedures applicable to IBS, defines the rules for distribution of IBS revenues among the federative entities, and also regulates ITCMD, while amending several provisions of Supplementary Law No. 214/2025. The Brazilian President vetoed some provisions of Bill No. 108/2024 by enacting Supplementary Law No. 227/2026 – such as the reduction of IBS and CBS rates for dairy beverages (such as chocolate milk and yogurt) and natural liquid foods made of vegetables, cereals, fruits, legumes, oilseeds and tubers granting of authority to the Board of Directors of Suframa to handling verification incidents by tax authorities related to the basic production process in the Free Trade Zone of Manaus; and definition of the concept of simulation for tax purposes – which vetoes will be subject to review by the National Congress.

In December 2023, 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: Except for the tax incentives specific 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 restricted tax credit may be granted to partially offset the federal taxation impacts, provided certain conditions are met and authorization by the tax authorities is issued. In light of this topic, in 2024, the Company filed the appropriate legal measures. For further information, see item 4.7 of this Reference Form; and

• Deductibility of 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, IOC basis of the Company was adjusted downwards by the value that was recorded in “carrying value adjustment account” in connection with the stock swap merger carried out in 2013, which allowed the Company to move to a “one share, one vote” system.

Additionally, in 2024, the Brazilian Federal Government published rules on the implementation of Organization for Economic Cooperation and Development (“OECD”)’s 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, which implements the Qualified Minimum Domestic Tax (“QDMTT”). On December 27, 2024, MP No. 1,262 was discarded, and a bill of the same content was approved and converted into Law No. 15,079, which became effective on January 1^st, 2025.

On May 22, 2025, the Brazilian Federal Government issued Decree No. 12,466/2025, substantially increasing the tax rates of the Tax on Financial Transactions (“IOF”) established by Decree No. 6,306/2007, which is the main regulatory framework for the IOF. Shortly thereafter, Decree No. 12,467/2025 introduced supplementary provisions to broaden the scope of such changes. Under such measures, the standard IOF rate for most foreign exchange transactions involving remittances abroad increased from 0.38% to 3.5%, short-term foreign loans – previously exempt – became subject to a 3.5% rate, and the IOF limit for 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 foregoing measures with small 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, restoring 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 decision issued on July 17, the Court reestablished the effects of Decree No. 12,499/2025, except for the provisions applicable to supplier risk transactions, which were considered to violate the principle of tax legality. Such court decision remains subject to review and may be reformed or upheld. The implementation of Decree No. 1,499/2025 or any subsequent changes thereto may, 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, proposing substantial changes to individual income taxations, including expansion of the tax exemption range, progressive rates for average income ranges, and minimum tax for high-income individuals, as well as tax 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. 15,270/2025 became effective as from January 1, 2026. Specifically with regard to dividends, the Law establishes that, as of January 2026, payments, credits or deliveries of profits and dividends by the same legal entity to the same natural person residing in Brazil, in an amount greater than R$50,000, in the same month, will be subject to withholding income tax at a rate of 10% on the total amount, with multiple payments aggregated for such purpose. In addition, profits or dividends paid, credited, delivered, employed or sent abroad shall be subject to withholding income tax at the rate of 10% on the total amount, regardless of the amount.

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 houses and fintechs, without substantial impacts on the Company. In addition, according to that Supplementary Law, the withholding income tax applicable to Interest on Capital was increased by 2.5 percentage points, from 15% to 17.5%, for amounts reported as of January 2026.

Economic and political uncertainty and volatility in Brazil, and the perception of these conditions in the international financial markets, may adversely affect the Company’s business and the market price of its shares and ADRs.

The Company’s 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 Índice Nacional de Preços ao Consumidor Amplo (National Comprehensive Consumer Price Index) (“IPCA”), was 4.63% in 2023, 4.83% in 2024 and 4.26% in 2025. Brazil may continue experiencing 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 the Company’s 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.

Inflation pressures in Brazil present notable challenges to Company’s operations, affecting both its cost and expense structure and the dynamics of consumer demand.

The Central Bank’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil) (COPOM) frequently adjusts the interest rate in situations of economic uncertainty to achieve goals established in the Brazilian federal government’s economic policy. On December 31, 2023, the SELIC rate was 11.75% p.a. In 2024, COPOM reduced the SELIC rate to 10.50% p.a., and subsequently increased to 12.25% p.a. by the end of the year. In 2025, COPOM resumed adjustment raising the SELIC rate from 13.25% p.a., in January to 15.00% p.a. in June, keeping it at 15.00% later. Until the date hereof, the SELIC rate is 14.75%. The Company cannot guarantee that inflation will not affect its business in the future.

Consumption of beer, other alcoholic beverages and soft drinks in many of the jurisdictions in which the Company operates, 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 the Company’s results of operations. Moreover, the instability and uncertainty in the Brazilian economic and political scenario may continue to adversely affect the demand for the Company’s products, which, in turn, may negatively impact the Company’s operations and financial results.

In addition, Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility in the securities issued by Brazilian companies. In the last years, Brazil has undergone substantial political and institutional developments following the 2022 presidential election. In January 2023, large-scale demonstrations took place in Brasilia, which escalated to violent acts, including invasion and vandalism of major government buildings, such as the National Congress, the Federal Supreme Court, and the Presidential Palace. Such events triggered criminal investigations and lawsuits against those involved, highlighting a scenario of political and institutional tension that can lead to more 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 STF, and, in March 2025, the latter accepted the indictment against the former president, making him a defendant under the charge of leading an attempted coup plot.

In September 2025, the STF found former President Bolsonaro guilty of five criminal charges, including participation in armed criminal organization, attempted violent abolition of the democratic state of law, attempted coup, qualified damage and deterioration of protected property, and sentenced him at 27 years and three months in prison. On November 22, 2025, Bolsonaro was arrested by the federal police after attempting to remove his electronic ankle monitor. Such and other political and institutional developments may contribute to uncertainty and volatility in Brazil, which may adversely affect the macroeconomic conditions (including consumer confidence, credit availability, inflation and exchange rates) and increase the volatility of the market price of securities issued by Brazilian companies, including the Company.

Additionally, Brazil will hold presidential elections in 2026, an event that has historically been associated with greater political and economic uncertainty. Election periods in Brazil often lead to greater volatility in the financial markets, changes in the economic policy and regulatory priorities, which can adversely affect the macroeconomic conditions and investor confidence. Any resulting instability may adversely affect consumer spending, credit availability and general business activity in the country, which may, in turn, affect the Company’s operations, financial condition and results of operations.

Ultimately, the Company 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, especially the scope, feasibility, and effectiveness of the long-awaited tax reforms, which could result in greater political and economic instability and negatively affect the regulatory framework in which the Company operates, which, in turn, could negatively affect the Company’s business, financial condition and results of operations. Likewise, the Company cannot predict how the new President’s administration may affect the country’s overall stability, growth prospects and economic and political health.

Furthermore, any efforts by the Brazilian government to preserve economic stability, as well as any public speculation regarding possible future initiatives, could contribute significantly to economic uncertainty in Brazil and to greater volatility in Brazilian capital markets and securities issued abroad by Brazilian issuers. It is also difficult to evaluate the impact that the turmoil in the credit markets will have on the Brazilian economy and, consequently, on the Company’s future operations and financial results.

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 an increase in the 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 the Company’s businesses, financial condition and results of operations.

The Company is subject to antitrust laws in Brazil and other countries.

As any company operating in Brazil, the Company is subject to the Brazilian antitrust legislation, which sets forth the conduct that should be considered a violation to the economic order and the penalties applied. The Company holds 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 (“CADE”). The Company is subject and may become involved in litigation, investigations and other legal or administrative proceedings relating to antitrust claims initiated by CADE or arising from allegations of violations of laws or regulations, either from competitors, clients and third parties. Therefore, the Company cannot guarantee that Brazilian antitrust regulation and decisions will not affect its business in the future.

The Company also has substantial share of the beer market in other countries, such as Argentina, Bolivia, Canada, Uruguay, Paraguay, Panama and the Dominican Republic, in which the Company’s operations are subject to scrutiny by local antitrust authorities. The Company cannot guarantee that local antitrust regulations will not affect its business in such other countries in the future.

The Company is subject to regulations in the countries in which it operates, and the Company may have its activities impacted by foreign legislation regarding social, environmental and climate issues.

The Company’s activities are regulated by federal, state and municipal laws and regulations governing many aspects of its 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 an in the USA, the Company is also subject to the Brazilian and U.S. securities laws and the oversight of the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM) and the U.S. Securities and Exchange Commission (“SEC”), in connection with the Company’s securities. The Company may be subject to claims that it has not complied with existing laws and regulations, which could result in fines and other penalties. The Company may be subject to demands involving claims that it has 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, products recall, among others.

In Brazil, the MAPA and its local departments are responsible for regulating, supervising and promoting agricultural and livestock activities. Products under MAPA jurisdiction have a registration certificate number, which must be included on the product labels.

Moreover, some products and beverages (for example, energy drinks) may be subject to prior registrations or post-production regulations issued by the Brazilian National Health Surveillance Agency (“ANVISA”). ANVISA is the central regulator responsible for standardizing, controlling and monitoring products and services that pose a public health risk, including food and beverages, working to ensure the public health safety, quality, identity and compliance of the products. In plants that produce products within its jurisdiction, such as liquid compounds and dietary supplements, monitoring also focuses on good manufacturing practices, composition, standardization, and classification. In addition, ANVISA issues regulations and authorizes the use of new ingredients. All beverages under its jurisdiction must have a registration or notice of the beginning of manufacture and/or marketing according to the category and health risk.

The Company may be subject to laws and regulations aimed at reducing the availability of beer and soft drinks in some of the markets it operates to address alcohol abuse, underage drinking, health concerns and other social issues. For example, certain Brazilian states and small municipalities in which the Company operates have enacted legislation restricting the hours of operations of certain points of sale, prohibiting the sale of soft drinks in schools and imposing restrictions on advertisement of alcoholic beverages. In addition, 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 occurred in Brazil in 2025 also triggered 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 restrictions may have an adverse impact on the Company’s results of operations.

The Company may be unable to timely comply with recently enacted laws and regulations in the countries it operates 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 allegation on alcohol products effects over the health and welfare, the sale of alcoholic beverages and soft drinks. Compliance with such restrictions can be costly and, consequently, affect earnings in the countries in the Company operates.

Additionally, the trend towards the multiplication of regulations aimed at regulating sustainability issues in the international jurisdictions where the Company is headquartered and/or it conducts its businesses can result in complex regulatory obligations, with compliance actions to be implemented throughout the value chain, including operations located in other countries where the Company operates, 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.

Some of the Company products may be subject to tax stamps and production control measures, which may adversely affect its results and profitability

Fiscal stamps, whether physical, digital or printed, are commonly used by local governments as a policy to mitigate the commercialization of illicit alcohol, focusing on combating tax evasion. Article 36 of Provisional Measure 2,158-35/2001 mandates the installation of a production control system for beer and soft drinks. This legal provision was subsequently supplemented by Article 35 of Law No. 13,097/2015. The last system implemented by the RFB together with the Mint was the Beverage Production Control System (“Sicobe”), which was deactivated in 2016, through Declaratory Acts 75/16 and 94/2016.

In December 2024, the Federal Court of Accounts (“TCU”) published a ruling determining that the RFB to resume the production control system in accordance with the legislation still in force. In February 2025, the RFB enacted Ordinance No. 2,251/2025 revoking all regulatory acts provided for the installation and operation of a production evaluation system for beers and soft drinks. Subsequently, in March 2025, TCU published Ruling No. 607/2025 reinforcing that the RFB should resume the installation of a production evaluation system. In light of the resulting legal uncertainty, on April 3, 2025 the Federal Government filed Writ of Mandamus No. 40,235/DF before the STF requesting an injunction and arguing, among other issues, that the RFB has authority to suspend the implementation of the production evaluation system, and that the TCU exceeded its jurisdiction. On April 4, 2025, the STF granted such injunction suspending the effects of the TCU’s ruling on the matter. As a result, on April 8, 2025 the RFB enacted Ordinance No. 2,262/2025 revoking the effects of Ordinance No. 2,260/2025, which, in practice, resulted in reinforcing that no action will be taken for installation and implementation of a production evaluation system for beers and soft drinks. It is expected that, throughout 2026, the STF will issue a decision on the merits of Warrant No. 40,235/DF to definitively resolve this issue.

Depending on the decision of the Brazilian Supreme Court, measures will be adopted to reactivate Sicobe or another production control system that may replace it, which could lead to controversies regarding who will bear its implementation and maintenance costs. If Sicobe or another similar production control system is reactivated, we will be subject to additional tax obligations, whose compliance with may adversely affect Company’s business.

The Brazilian government has exercised, and continues to exert, significant influence on the Brazilian economy; the Brazilian economic and political environment has a direct impact on the Company's business, and may adversely affect its results and the market price of its shares and ADRs.

The Brazilian economy has been characterized by significant involvement by the Brazilian government, and Brazilian authorities have already adopted and continue to adopt measures that can influence the economic activity, inflation, and financial markets. Such measures included, without limitation, changes in monetary and credit policies (including adjustments to the interest rate policy of the Central Bank of Brazil), changes in tax and fiscal policies, currency and capital flow measures, and trade-related measures.

Government measures and political uncertainty relating to the economy may generate material effects on Brazilian companies and other entities, including the Company, and on the market conditions and prices of Brazilian securities. The financial condition and results of operations of the Company may suffer negative effects due to the following factors and the response of the Brazilian government to the following factors:

•       devaluations and other variations in exchange rates;

•       inflation;

•       interest rates and monetary policies;

•       tax policy and changes in tax laws;

•       liquidity of the national capital and credit markets;

•       growth or slowdown of the Brazilian economy;

•       levels of unemployment and labor regulation;

•       social instability;

•       energy shortages;

•       water rationing;

•       import and export controls;

•       foreign exchange controls, including restriction on foreign currency remittance;

•       natural and other disasters, including large-scale epidemics and/or pandemics, including government and other responses, and trade restrictions related thereto; and

•       other national political, diplomatic, social and economic factors, or which may have an effect on Brazil.

Uncertainty about whether the Brazilian federal government will implement policy or regulation changes that affect such or other factors in the future may affect the economic performance and contribute to economic uncertainty in Brazil, including increased volatility and reduced liquidity in Brazilian capital markets and in securities issued by Brazilian issuers. In the past, deteriorating fiscal conditions and macroeconomic volatility contributed to downgrades in the Brazilian sovereign credit rating, including the loss of its investment grade rating by major rating agencies in 2015-2016, which reduced capital inflows and increased financing costs for Brazilian issuers.

The Company may not foresee the measures that the Brazilian federal government will take in response to macroeconomic pressures or otherwise. Periods of economic and political uncertainty, along with external shocks such as the COVID-19 pandemic and subsequent inflation and interest rate volatility, could negatively impact investor and consumer confidence, and contribute to volatility in Brazilian financial markets, which could also negatively impact us. In addition, tighter global financial conditions and greater uncertainty in global trade policy may increase volatility in emerging market financial conditions, including Brazil.

(i) Foreign countries where the issuer operates

The Company’s Latin America South operations are subject to substantial risks relating to the businesses and operations conducted in Argentina and other South American countries.

The Company owns 100% of the total share capital of Latin America South Investment, S.L. (“LASI”), a holding company with operating subsidiaries in Argentina and other South American countries, 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 the Company’s consolidated results.

The results of Company’s 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 and the interest payment default on its debt in 2020), inflation and deteriorating macroeconomic conditions in the country. Continued deterioration of the Argentine economy, the new foreign exchange, price controls, export repatriation or expropriation regimes could adversely affect Company’s liquidity and ability to access funds from Argentina, the Company’s 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 Company’s net assets in Argentina, with a balancing entry in Company’s equity. For further information, please see risk factor “The Company’s 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 its financial performance” above.

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 and economic environment remains subject to changes under President Milei’s government, which has implemented an active agenda of fiscal adjustment and market liberalization, including deep cuts in public spending, deregulation initiatives and efforts to reform the monetary and currency frameworks. Although Milei’s coalition has strengthened his support in the Congress following his strong performance in the 2025 midterm elections, the scope, rhythm and social impact of such reforms continue to generate political polarization, institutional uncertainty and risks of social unrest, all of which could affect Argentina’s macroeconomic stability and the ability of companies with exposure to Argentina to operate normally. There is no guarantee that Milei will be successful in improving the macroeconomic scenario in relevant ways, or at all, and, likewise, it is not possible to predict the scope and effectiveness of any reforms he may implement, which are considered radical. If the economic or political situation in Argentina further deteriorates, Company’s Latin America South operations may be subject to restrictions under new Argentinean foreign exchange, export repatriation or expropriation regimes that could adversely affect the Company’s liquidity and operations, as well as its 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 weakening when compared to the21.6% devaluation in 2024.

In light of Argentina’s ailing economy and market’s concerns, including as a result of increases in corporate income tax, the Company’s liquidity and operations, as well as its 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 the Company’s future operations and financial results.

In addition, Bolivia is experiencing a period of high political and economic uncertainty, following the August 2025 general elections, where centrist candidate Rodrigo Paz won the presidency after years of prevalence of the Movimento ao Socialismo (“MAS”) party. Luis Arce’s former government left a macroeconomic scenario of persistent fiscal pressures, decrease of international reserves, foreign currency shortages and recurring fuel supply disruptions, which continue to weigh on investor views. 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 Central Bank of Bolivia’s net reserves increased to $3.7 billion compared to 2024. Although the new government signaled a more favorable approach to the market, its ability to implement reforms is limited by a fragmented legislation and a potential for social unrest, increasing the risks of policy reversals, regulatory volatility, and changes that could negatively affect foreign investments, cross-border financing, and 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 such as increasing taxes on the highest income bracket, as well as on 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 political change, with José Antonio Kast elected president, after a second round in December, and a fragmented Congress. Such divided political landscape may limit the new government’s ability to move forward with reforms, and increase uncertainty about 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 major tax and regulatory reforms. In August 2024, Law No. 21,683 amended Chile’s fiscal liability framework, and incorporated a medium-term gross public debt indicator (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. As from 2025, Chile’s economic perspective remains exposed to external risks, including commodity price volatility and global financial conditions, while internal tax restrictions and a polarized political environment can limit new reforms and increase uncertainty about economic growth and regulatory framework.

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 Company’s operations and financial results.

Political developments in Latin America, including government deadlock, political instability and civil strife could have an impact on Company’s 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 on Company’s business, as well as on its financial condition and results of operations.

Following the categorization of Argentina in the Company’s 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 its operations for the fiscal 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 Company’s 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 Central Bank of Argentina (“BCRA”) published the Survey of Market Expectations (Relevamiento de Expectativas de Mercado) (“REM”), based on answers collected between December 23 and 30, 2025. REM showed market expectations for an inflation rate 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, prolonged appreciation could reduce export competitiveness and, in the long term, have an impact on economic activity, which may influence inflation dynamics.

•                 Fiscal Policy: Argentina has achieved a 1.4% fiscal surplus in 2025, The fiscal adjustment was primarily driven by reductions in primary expenses, including actual and comprehensive cuts in several spending items, rather than revenue growth. This consolidation may restrict the fiscal room available to adopt economic incentive measures in the short term, which may contribute to disinflationary dynamics by reducing pressures on the aggregated demand.

The main impact of this hyperinflationary environment in Argentina on Company’s results of operations is the corresponding impact such inflation effects have on Company’s 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 a direct impact on Company’s gross profit margins and overall profitability. 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. The Company 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 the Company 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 the Company’s 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 Company’s costs of operation, in particular labor costs, and may negatively affect the Company’s business, financial condition and results of operations.

Deterioration in economic and market conditions in Brazil and other emerging countries, as well as in developed economies, may adversely affect the price of the Company’s securities.

Political, economic and market conditions in Brazil and other emerging 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. Economic 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 affected and may adversely affect investors’ interest in the securities of Brazilian issuers, such as Ambev. Furthermore, changes in international trade policies, including the adoption of regulatory measures, tariffs, trade restrictions or sanctions by large economies, can adversely affect the global economic conditions, international trade flows and financial markets. In addition, geopolitical developments such as armed conflicts, political instability, or rising of international tensions can increase uncertainty, disrupt supply chains, and contribute to commodity price volatility, including energy and agricultural commodities.

Such developments may negatively affect investor confidence, cross-border capital flows and market liquidity, and may have a material adverse effect on global and regional economic conditions and, consequently, on the business, results of operations, financial condition, liquidity and market price of the Company's common shares and ADSs.

The Company operates a joint venture in Cuba, in which the Government of Cuba is Company’s indirect joint venture partner. Cuba is still targeted by comprehensive economic and trade sanctions of the United States. The Company’s operations in Cuba may adversely affect its reputation and the liquidity and value of its securities.

The Company, through its Canadian subsidiary, Cerbuco , owns 50% of Bucanero, a Cuban company in the business of producing and selling beer. The remaining 50% of Bucanero’s share capital is indirectly owned by the Government of Cuba through Corporación Alimentaria, S.A. The Company has 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, please see item 4.7 of this Reference Form.

Bucanero’s main beer brands are Bucanero, Cristal and Mayabe. In 2025, Bucanero sold 1.24 million hectoliters of beer, representing about 0.56% of the Company’s 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 jointly administer and enforce broad and comprehensive economic and trade sanctions against Cuba. The Company’s overall business reputation may suffer, or the Company may face additional regulatory scrutiny as a result of its 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 the U.S. policy regarding Cuba, including confirming support for the U.S. embargo on Cuba, and subsequently issued a new Cuba Restrictions List on July 14, 2025. 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 its securities could be adversely impacted. On May 1st, 2026, the President of the United States issued a new Executive Order extending the scope of the sanctions regime applicable to Cuba and creating a basis to nominate, at the discretion of the Treasury Secretary of the State, foreign individuals and entities as having a link or relationship, as described in such Executive Order, with the Cuba Government, as well as providing the possibility of applying sanctions to foreign financial institutions that make easier certain transactions with sanctioned parties.

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, the Company 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 for us how the activation of Title III of the Helms-Burton Act may impact Company’s U.S. litigation exposure due to such notices of claims. ABI has received potential notices of claims based on the Helms-Burton Act.

In this regard, political and economic tensions, sanctions regimes and trade restrictions can adversely affect the operating environment in Cuba. Such conditions can lead to a shortage of raw materials and other inputs, supply chain and logistics disruptions, temporary production outages, reduced consumer demand, and increased the operating costs. Such circumstances may also result in disputes and give rise to litigation, arbitration or other legal proceedings, which could adversely affect the Company’s business, results of operations and financial condition.

Outbreaks of infectious diseases, or the risk of an outbreak (e.g., pandemics, epidemics, including a potential new wave or variant of COVID-19), and the government responses and other responses thereto are highly uncertain and unpredictable, and could result in other substantial adverse effects on the Company’s business and affect its ability to continue to conduct it.

Outbreaks or potential disease outbreaks may have an adverse effect on Company’s 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 the Dengue virus affected certain sectors of the economy in countries where these diseases were spread.

During 2020 and 2021, as the COVID-19 pandemic progressed in the countries in which the Company operates, including Brazil, Argentina, Canada and several other countries in Central and South America, states and municipalities have 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 such restrictions were raised 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 the Company’s 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.

The dissemination of COVID-19 made the Company change its business practices (including additional hygienic practices for workplaces and employees, in addition to canceling in-person meetings, events and conferences) during the pandemic. The Company may take additional actions, as required by government authorities, or as determined by management, considering the best interests of the Company’s employees, customers and business partners. The Company 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 infectious disease pandemics will affect the Company’s 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, the Company cannot guarantee that other regional and/or global outbreaks will not occur. If they do, the Company cannot guarantee that it will be able to take the necessary measures to prevent an adverse impact on its 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 the Company’s business, as well as on the economies in the countries in which the Company operates. Disease outbreaks may also make it impossible for the Company’s employees and customers to go to the Company’s facilities (including for preventative reasons or avoiding large-scale contamination), which would adversely affect the development of the Company’s business.

The impact of infectious disease outbreaks, 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 Reference Form.

(j) Social issues

The Company’s commitment to social responsibility may result in additional costs, and we are subject to laws, regulations, and other obligations to promote human rights, social justice and labor standards that may expose the Company to additional contingencies.

The Company’s purpose is to conduct the business in a manner that observes corporate social responsibility standards, which may vary based on the specific characteristics of Company’s various business operations and the geographic locations in which the Company operates. The Company is also subject to laws, regulations and other obligations that require the Company to comply with diversity and social impact rules, and, consequently, we are exposed to certain risks related to non-compliance.

Exposure to social risks varies according to the specific characteristics of each company, its sector of activity and its geographic location, so that each company must consider such peculiarities to define the social risks considered material, according to its strategy and model of business. In general, social risks arise from the potential and effective adverse impacts on the Company’s business related to the human rights of all stakeholders involved in its operation, including its own employees, consumers, suppliers, investors and the local community where a company operates, these being connected directly or indirectly to its activities.

If the measures the Company adopts are not sufficient to prevent, manage and mitigate the social risks applicable tits business, the Company will consequently be exposed to legal, regulatory, operational, and reputational risks, which can materialize in different ways.

The Company also seek to guarantee dignified working conditions for its 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 the Company’s 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 the Company will be able to properly manage the social risks mentioned above, meeting all national and international parameters and guidelines, which, consequently, may harm its operating results and reputation.

(k) Environmental issues

Natural disasters could disrupt the Company’s operations.

The economy of countries in which the Company has operations, as well as its business activities and operating results, may be adversely affected by natural events (including floods, such as those that affected the State of Rio Grande do Sul in early 2024, and extratropical tornadoes and cyclones in the Brazilian state of Paraná in 2025), social, technical (technological or human errors) or physical risks, such as epidemics and large-scale pandemics, the occurrence of natural disasters, terrorist events, military conflicts, including the ongoing conflict between Russia and Ukraine and the Middle East, which may disrupt the operations of the Company's suppliers, affect the price or availability of certain raw materials or commodities necessary for the Company's products, and adversely affect its operations, as well as other actions that may result in significant widespread disruptions trade and the ability of companies, including the Company, to normally operate. The events exemplified above and others may affect the Company's business in general or be specific to certain strategic locations where the Company's plants, distribution centers or logistics centers may be located. Such disruptions may result in reduced economic activity and affect business perception, both in the Brazilian market and internationally.

The Company’s operations are subject to broad environmental legislation, the non-compliance of which may pose significant financial, operational, reputational and regulatory risks related to environmental issues for the Company.