20-F: AB InBev 2025 Annual Report: Volumes Dip, Digital Growth Soars
Annual Report
Anheuser-Busch InBev reports a 0.8% revenue decrease to $59.3 billion in 2025, driven by volume declines in key markets, while digital platforms and premiumization initiatives show strong growth.
Summary
- Consolidated volumes decreased by 2.5% to 561.1 million hectoliters in 2025 compared to 2024.
- Consolidated revenue decreased by 0.8% to $59.32 billion in 2025 compared to $59.768 billion in 2024.
- Excluding hyperinflation, acquisitions/disposals, and currency effects, revenue increased by 2.0% overall and 4.4% per hectoliter in 2025.
- Profit from operations decreased by 0.5% to $15.405 billion in 2025.
- Normalized EBITDA increased by 1.3% to $21.223 billion in 2025.
- Net finance expense decreased by $888 million to $4.465 billion in 2025.
- Profit of the period increased by 14.3% to $8.477 billion in 2025.
- North America volumes decreased by 4.1%, with US sales-to-retailers (STRs) down 3.2%.
- Middle Americas volumes increased by 0.3%, with Mexico flat and Colombia/Peru showing low-single digit growth.
- South America volumes decreased by 3.5%, with Brazil beer volumes down 4.6% and Argentina down mid-single digits due to inflationary pressures.
- Asia Pacific volumes declined by 6.4%, with China volumes decreasing by 8.6%.
- Digital platforms like BEES generated $52.5 billion in gross merchandise value (GMV) and BEES Marketplace contributed $3.5 billion in GMV from third-party products in 2025.
- The direct-to-consumer (DTC) ecosystem generated $1.3 billion in revenue and fulfilled 76 million e-commerce orders in 2025.
- The company achieved its 2025 Smart Agriculture goal (100% direct farmers skilled, connected, financially empowered) and Water Stewardship goal (100% communities in high-stress areas with improved water availability).
- The company did not achieve its 100% renewable electricity target (83.7% operational) and circular packaging goal (89.7% returnable/majority recycled content) by the end of 2025.
- A total dividend of EUR 1.15 per share for 2025 (EUR 0.15 interim, EUR 1.00 final) was proposed.
- A $2 billion share buyback program was completed in June 2025, and a new $6 billion program was initiated in October 2025.
- The company reacquired a 49.9% minority stake in its US-based metal container plants for approximately $2.9 billion in January 2026.
- An agreement to acquire 85% of Beatbox Beverages for up to $490 million was announced, expected to close in Q1 2026.
- A six-year exclusive beer sponsorship for UEFA Champions League, UEFA Europa League, and UEFA Conference League competitions, valued at approximately $0.2 billion per season, will start in 2027.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a mixed report. While underlying revenue growth and digital initiatives show strength, overall volumes and reported revenue declined, and several sustainability targets were missed. Significant exceptional charges and ongoing legal/tax disputes also temper the positive aspects.
Positives
- Normalized EBITDA increased by 1.3% to $21.223 billion, demonstrating underlying operational strength despite revenue decline.
- Profit of the period increased by 14.3% to $8.477 billion, driven by lower net finance and income tax expenses.
- Revenue, excluding hyperinflation, acquisitions/disposals, and currency effects, increased by 2.0% overall and 4.4% per hectoliter, indicating effective revenue management and premiumization.
- Strong performance of digital platforms: BEES generated $52.5 billion in GMV, with BEES Marketplace contributing $3.5 billion from third-party products. DTC revenue reached $1.3 billion with 76 million e-commerce orders.
- North America's US sales-to-retailers (STRs) declined by 3.2%, estimated to have outperformed the industry, with Michelob Ultra and Busch Light as top volume share gainers.
- Canada outperformed the industry in both beer and Beyond Beer, led by Busch and Michelob Ultra.
- Mexico volumes were flat, outperforming the industry, driven by above-core beer and strong double-digit growth in Corona Cero.
- Colombia volumes increased by low-single digits, estimated to be in-line with the industry, reaching a new record high.
- Peru volumes increased by low-single digits, led by high-teens growth in above-core beer.
- South Africa volumes grew by low-single digits, estimated to have outperformed the industry in both beer and Beyond Beer, with premium and super premium brands growing high-single digits.
- Achieved 100% of direct farmers skilled, connected, and financially empowered under Smart Agriculture goal.
- Achieved 100% improved water availability in high-stress communities under Water Stewardship goal.
- Achieved 31.9% reduction in carbon dioxide emissions across the value chain since 2017, exceeding the 25% target.
- Successfully completed a $2 billion share buyback program and initiated a new $6 billion program.
- Exercised right to reacquire 49.9% minority stake in US-based metal container plants, consolidating control.
- Entered into an agreement to acquire 85% of Beatbox Beverages, expanding the ready-to-drink alcohol beverage portfolio in the US.
- Secured a six-year exclusive beer sponsorship for UEFA Champions League, Europa League, and Conference League starting 2027.
Negatives
- Consolidated volumes decreased by 2.5% in 2025.
- Consolidated revenue decreased by 0.8% in 2025.
- Negative impact of $1.3 billion from unfavorable currency translation effects, including hyperinflation accounting, primarily from the Argentine peso, Brazilian real, and Mexican peso.
- North America volumes decreased by 4.1%.
- South America volumes decreased by 3.5%, with Brazil beer volumes down 4.6% and non-beer volumes down 2.9%, impacted by unseasonable weather and a soft consumer environment.
- Argentina volumes declined by mid-single digits, underperforming the industry due to inflationary pressures.
- Asia Pacific volumes decreased by 6.4%, with China volumes declining by 8.6% due to inventory adjustments and channel shifts.
- Nigeria beer volumes declined by mid-teens due to a soft industry.
- Did not achieve the 100% renewable electricity target (83.7% operational) and circular packaging goal (89.7% returnable/majority recycled content) by the end of 2025.
- Exceptional items resulted in a net expense of $449 million, including $214 million loss from planned brewery sales/closures in the US and $60 million net loss from other asset disposals.
- Exceptional net finance expense was $185 million, including a $213 million negative mark-to-market adjustment on derivative instruments.
- Oriental Brewery Co., Ltd. (OB) in South Korea recorded an additional $49 million exceptional expense related to customs audit claims.
Risks
- Global, regional, and local economic weakness and uncertainty, including downturns, recessions, foreign exchange fluctuations, tariffs, and inflationary pressures.
- Fluctuations in foreign currency exchange rates, particularly against the U.S. dollar, leading to volatility in results and impacting purchasing power.
- Adverse effects from military conflicts (Russia-Ukraine, Middle East, Latin America) on economic conditions, supply chains, commodity/energy prices, and sanctions.
- Inability to obtain necessary funding for capital or refinancing needs, and financial risks due to debt levels and potential credit rating downgrades.
- Restrictions on subsidiaries' ability to distribute cash upstream due to laws, currency controls, or illiquidity.
- Changes in availability or price of raw materials, commodities, energy, and water due to geopolitical instability, inflation, currency fluctuations, and extreme weather.
- Damage to reputation or brand image from negative publicity, social media, activist campaigns, or perceived failures in ethical/ESG practices.
- Dependence on independent distributors/wholesalers and potential inability to replace them or acquire interests, compounded by retailer consolidation.
- Reliance on key third-party suppliers, with risks of termination, modification of arrangements, or failure to meet obligations.
- Inability to influence associates in which the company holds minority investments.
- Conflicts of interest with majority-owned subsidiaries.
- Unsuccessful identification or implementation of acquisitions, divestitures, investments, or alliances.
- Failure to satisfy obligations under the SAB settlement agreement, leading to fines or penalties.
- Developing market risks, including devaluation, nationalization, and inflation, disproportionately affecting the company due to its geographic mix.
- Competition and changing consumer preferences (e.g., betterment trends, dietary changes, cannabis legalization, digital disruption) leading to reduced margins or market share loss.
- Product defects or contamination leading to recalls or liabilities.
- Negative publicity and public advocacy regarding perceived or potential health risks of alcohol, and changes in related government regulation.
- Litigation, claims, and disputes, including class actions related to alcohol advertising or health consequences.
- Significant costs from compliance with, or violations of, various regulations (production, marketing, environmental, data privacy, AI).
- Adverse changes in taxation, including excise taxes and international tax reforms (OECD Pillar One/Two).
- Antitrust and competition law scrutiny, and compliance with conditions from past acquisitions.
- Non-compliance with anti-corruption laws, export control regulations, and trade restrictions.
- Adverse effects from Ambev's joint venture in Cuba due to U.S. economic sanctions and the Helms-Burton Act.
- Inability to protect intellectual property rights, leading to harm to competitive effectiveness.
- Impairment of goodwill or other intangible assets if businesses do not develop as expected.
- Climate change or other environmental concerns affecting agricultural productivity, water supply, and energy costs.
- Risks from labor practices, strikes, and disputes.
- Cybersecurity incidents and disruptions to information/operational technology systems or supply chain.
- Failure to comply with privacy, personal data protection, or cybersecurity laws and regulations.
- Natural disasters and public health crises disrupting operations.
- Inability to recruit or retain key personnel.
- Insufficient insurance coverage for material liabilities.
- Volatility in the market price of Ordinary Shares and ADSs.
- Largest shareholder (Stichting) using its significant interest to take actions not supported by other shareholders.
- Potential non-payment of dividends.
- Fluctuations in exchange rates between EUR, ZAR, MXN, and USD increasing risk for ADSs/Ordinary Shares.
- Future equity issuances diluting current shareholders or large sales by shareholders affecting market price.
- Investors experiencing dilution if unable to participate in equity offerings, and ADS holders not receiving value for rights.
- ADS holders unable to exercise voting rights.
- Limitations on transfer of ADSs or withdrawal of underlying Ordinary Shares.
- Shareholders not enjoying certain rights/protections afforded to U.S. company shareholders under Belgian law.
- Exemption as a foreign private issuer from certain U.S. securities laws, leading to less public information.
- Difficulty for investors outside Belgium to serve process or enforce foreign judgments.
Future Outlook
The company expects net capital expenditure of between $3.5 billion and $4.0 billion in 2026. It aims to continue reducing financial indebtedness through strong operating cash flow generation and refinancing, targeting a net debt to Normalized EBITDA ratio of around 2x. The company anticipates that the adoption of IFRS 18 in 2027 will primarily affect the presentation of the income statement and cash flow statement, and related disclosures, but not the recognition or measurement of financial items.
Management Comments
- "Our purpose drives everything we do, enables us to deliver on our commercial vision and gives us flexibility to innovate and develop solutions that we believe address customer and consumer needs."
- "We aim to drive growth in the beer category and increase category participation across our markets through the consistent execution of our four category expansion levers: Core superiority, Premiumization, Balanced choices, and Beyond Beer."
- "We aim to unlock value from our existing assets and expand our addressable market through the digitization and monetization of our ecosystem."
- "Our objective to optimize our business and maximize long-term value creation is driven by our focus on three areas: disciplined resource allocation, robust risk management and an efficient capital structure."
- "We are leading the industry in innovation, with Michelob Ultra Zero and Busch Light Apple the top two innovations in beer in 2025."
- "As we move forward, we are focused on rebuilding momentum and reigniting growth [in China]."
- "In line with our financial discipline and deleveraging objectives, the recommended final dividend balances our capital allocation priorities and dividend policy while returning cash to shareholders."
Industry Context
StockSavvy.ai notes that the beverage industry is experiencing increased fragmentation and sophistication due to changing consumer preferences, including betterment trends, dietary changes, and the growth of spirit-based ready-to-drink (RTD) categories. The company's focus on "Beyond Beer" offerings like hard seltzers and canned cocktails, and its digital transformation initiatives (BEES, DTC), align with these broader industry shifts. The consolidation trend among global brewers continues, with AB InBev maintaining a leading position in key markets like the US, Mexico, and Brazil, despite facing competition from Heineken, China Resources, and Carlsberg. The company's strategic investments in digital platforms and innovation are crucial for maintaining competitive advantage in an evolving market landscape.
Comparison to Industry Standards
- AB InBev holds the number one market share position in over 30 countries globally, according to IWSR data as of January 2026, indicating strong competitive standing.
- The company holds the number one position in total market share of beer by volume worldwide, and in the US, Mexico, and Brazil (three of the top five largest beer profit pools globally, per Bernstein Research).
- In China, the world's largest beer market by volume, the company estimates it holds the number one position in the premium and super premium beer category.
- Eight of its brands (Budweiser, Brahma, Bud Light, Corona, Michelob ULTRA, Modelo, Skol, Stella Artois) were ranked among the Global top ten most valuable beer brands by Kantar BrandZ in 2025.
- Michelob ULTRA was the leading brand by volume in the U.S. beer industry and the #1 volume share gaining brand in 2025, according to Circana, demonstrating strong brand performance.
- Cutwater was the #1 share gaining brand in the total spirits industry in Q4 2025 in the US, according to Circana, highlighting success in the Beyond Beer category.
- The company's 6.2% noand low-alcohol beer volume in 2025 did not meet its 20% goal, indicating a gap compared to its own ambitious targets, though products at 4.5% ABV or below represented 52.9% of its portfolio.
- The 31.9% reduction in carbon dioxide emissions across its value chain since 2017 exceeded its 25% target, showcasing strong environmental performance compared to its own benchmarks.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief People Officer | Nelson Jamel | Thiago Porto | 2026-01-01 | Departure of previous officer |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Board of Directors is composed of 15 non-executive directors, with four independent directors, eight nominated by Stichting, and three by Restricted Shareholders. This composition reflects the shareholder structure and differs from NYSE standards requiring a majority of independent directors. | 2025-12-31 | Maintains shareholder-aligned board structure, but deviates from NYSE independence standards for board majority. Audit Committee members meet Rule 10A-3 independence, but Nomination and Remuneration Committees do not meet NYSE independence standards for all members. |
| Remuneration Policy | Updates and clarifications made to the remuneration policy for financial years 2026 onwards, regarding bonuses and the composition of the Compensation Peer Group. If both total company and relevant business unit targets are not achieved, no bonus is earned for executives. | 2026-01-01 | Aims to enhance clarity and strengthen the link between executive compensation and company/business unit performance, potentially increasing accountability. |
| Shareholders Agreement | The 2023 Shareholders Agreement amended, restated, and replaced the 2016 Shareholders Agreement, primarily modifying provisions for nominating Board members. It also addresses transfer of Stichting certificates and de-certification/re-certification processes. | 2023-04-27 | Formalizes governance and management of the company and Stichting, and restricts transfer of Stichting certificates, maintaining control structure. |
| Voting Agreement | The Fonds Voting Agreement (effective Nov 1, 2015) provides for consultations between Stichting, Fonds Baillet Latour, and Fonds Voorzitter Verhelst on voting rights, requiring consensus for shareholder meeting items. If no consensus, Fonds Baillet Latour and Fonds Voorzitter Verhelst vote with Stichting. | 2015-11-01 | Ensures alignment of voting power among key shareholder groups, reinforcing the Stichting's influence. |
| Voting and Support Agreement | Restricted Shareholder Voting Agreement (Oct 8, 2016) requires Altria and BEVCO to vote their shares to give effect to director appointment principles and not to vote against resolutions modifying Restricted Share rights unless approved by a qualified majority of Restricted Shareholders. | 2016-10-08 | Maintains the agreed-upon director appointment structure and protects the rights of Restricted Shareholders regarding their share class. |
Legal Proceedings
- **Budweiser Trademark Litigation**: Ongoing dispute with Budejovicky Budvar, n.p. involving BUD and BUDWEISER trademarks across over 40 countries, with more than 55 cases pending. Not considered a material risk to financial position or profitability.
- **Belgian Tax Matters**: European Commission investigation into Belgian excess profit ruling system. European General Court upheld the Commission's negative decision on September 20, 2023, which AB InBev has appealed to the European Court of Justice. Belgian tax authorities also questioned the ruling, with some claims resolved in AB InBev's favor (2011-2012) and others outstanding on appeal. A provision of EUR 68 million ($80 million) was recognized in 2020.
- **U.S. Department of Justice Investigation**: Cooperation with authorities in an investigation into the Bio-Energy Recovery System (BERS) at the Fairfield, California brewery.
- **COMESA Competition Commission Investigation**: Cooperation with an investigation into market allocation initiated in June 2021.
- **Ambev Tax Matters (Brazil)**:
- **Federal Tax Amnesty Program (PERT 2017)**: Ambev participated in 2017, paying R$1.0 billion ($0.2 billion) with balance in installments. Terms renegotiated in 2025, resulting in $66 million exceptional tax income. Possible future audits on similar claims.
- **Manaus Free Trade Zone (MFTZ) IPI / PIS and COFINS**: Tax assessments and denials of offset requests from RFB regarding disallowance of IPI presumed credits on acquisitions of exempted goods from MFTZ. Brazilian Federal Supreme Court recognized taxpayers' right to credits in April 2019. Lower Administrative Court rendered unfavorable decision to Arosuco on PIS/COFINS case in April 2024, appealed to judicial level. Estimated possible loss of R$7.3 billion ($1.3 billion) as of December 31, 2025.
- **IPI Excise Tax Suspension**: Tax assessments from RFB (2014-2015) on IPI allegedly due over remittances of manufactured goods. Cases challenged at administrative and judicial levels. Estimated possible loss of R$1.3 billion ($0.2 billion) as of December 31, 2025.
- **ICMS Tax Credits**: Tax assessments from States of Rio Grande do Sul and São Paulo (2018, 2021) for alleged ICMS differences due to disallowance of credits from MFTZ transactions. Estimated possible losses of R$0.9 billion ($0.2 billion) as of December 31, 2025.
- **ICMS-ST Trigger**: Tax assessments for ICMS differences when product price exceeds fixed price table. STF judgment in February 2025 established a 20% limit for late fines, reclassifying R$0.8 billion ($0.2 billion) to remote loss. Law No. 25,378/2025 (July 2025) limited isolated fines to 50%, reclassifying R$1.0 billion ($0.2 billion) to remote loss. New claims from State of Maranhão in November 2025 for R$1.4 billion ($0.3 billion). Estimated total possible loss of R$12 billion ($2.2 billion) as of December 31, 2025.
- **ICMS-PRODEPE**: Tax assessments related to ICMS tax incentive program of Pernambuco. Estimated total possible loss of R$0.9 billion ($0.2 billion) as of December 31, 2025.
- **PIS/COFINS Bonus Over Products**: Tax assessments from RFB (since 2015) on PIS/COFINS amounts allegedly due over bonus products. Estimated possible loss of R$0.6 billion ($0.1 billion) as of December 31, 2025.
- **Foreign Earnings**: Assessments from RFB (since 2005) related to profits of foreign subsidiaries. Updated assessed amount related to this uncertain tax position is R$8.0 billion ($1.5 billion) as of December 31, 2025.
- **Disallowance on Income Tax Deduction**: Arosuco (Ambev subsidiary) received tax assessment (January 2020) regarding disallowance of income tax reduction benefit (2015-2018). Partially favorable decision in February 2024, confirmed by CARF in August 2025. Remaining unfavorable portion of R$100 million ($18 million). Updated assessed amount R$192 million ($35 million) as of December 31, 2025.
- **Deductibility of IOC Expenses**: Tax assessments from RFB (since 2019) related to interest on capital (IOC) deduction (2014-2021). Updated assessed amount R$30.8 billion ($5.6 billion) as of December 31, 2025.
- **Tax Fines on Brazilian Corporate Income Tax Ancillary Obligation**: Tax assessments charging penalties for inaccurate/omitted information (2018, 2019, 2020). Estimated possible loss of R$1.0 billion ($0.2 billion) as of December 31, 2025.
- **Ambev Labor Matters**: Over 17,000 labor claims, mostly in Brazil, related to overtime, dismissals, severance, etc. Provisions of R$217 million ($39 million) made. Estimated possible risk of loss of R$129 million ($23 million). Claims regarding social security charges on payroll with possible losses of R$385 million ($70 million), provisions of R$99 million ($18 million).
- **Ambev Third-Party Supplier Labor Investigations**: Ambev notified by Brazilian labor authorities in May 2021 regarding human rights violations by a transportation company (Sider). Ambev deemed jointly and severally liable. Injunction granted in February 2024 to suspend Ambev's inclusion in the Register of Employers. Lower court decision in April 2025 rendered infraction notices null and void, upheld by appellate court in February 2026.
- **Ambev Civil Matters**: Over 2,567 civil claims pending, including third-party distributors and product-related claims. Provisions of R$0.3 billion ($0.1 billion) made. Estimated possible risk of loss of R$1.0 billion ($0.2 billion).
- **Lawsuit against the Brazilian Beer Industry**: Brazilian Federal Prosecutors Office filed suit in October 2008 for R$2.8 billion ($0.5 billion) damages (R$2.1 billion against Ambev) alleging harm from alcohol advertising. Case dismissed by lower court, annulled by Federal Court for more evidence. Ambev believes chances of loss remain remote.
- **South Korean Tax Matters**: Oriental Brewery Co., Ltd. (OB) recorded $66 million exceptional charge in 2023 and $20 million in 2025 for customs audit claims. Aggregate $86 million. Claims contested. OB and executives indicted for alleged customs tax evasion. Potential penalty exposure not expected to be material.
- **Cerbuco Brewing Arbitration**: Cerbuco (Ambev subsidiary) initiated ICC arbitration in 2021 regarding breach of joint venture obligations in Cuba (Cerveceria Bucanero S.A.). Partially favorable award to Cerbuco on October 24, 2024. Second phase for damages ongoing. Lawsuit filed by joint venture partner (Coralsa) in Paris in May 2025 seeking annulment. Outcome may affect Ambev's consolidation of Bucanero.
- **Proposed Class Action in Quebec**: Labatt (Ambev subsidiary) and others named in proposed class action for unquantified damages, alleging failure to warn of health risks of alcohol. Not yet authorized by Superior Court.
- **Tanzania Breweries Limited Tax Matters**: TBL received tax assessment for TSh 850 billion ($0.3 billion) for alleged capital gain from change in underlying ownership after SAB combination. Appeal filed, hearing postponed for settlement discussions. No provision made.
- **The South African Breweries (Pty) Ltd. Tax Matters**: SARS audit related to 2017 repurchase of SAB's equity in Coca-Cola Beverages Africa. SAB paid ZAR 4.5 billion ($0.3 billion) to SARS to resolve disputes.
- **Union de Cervecerias Peruanas Backus & Johnston and Cerveceria San Juan S.A. Tax Matters**: Challenged excise tax paid (2014-2019). SUNAT rejected refund claims and assessed further taxes. If successful, potential refund of 3.0 billion Peruvian sol ($0.9 billion). If unsuccessful, possible loss of 2.1 billion Peruvian sol ($0.6 billion). Pre-paid 0.5 billion Peruvian sol ($0.1 billion). Arbitration request submitted to ICSID in November 2024. Provisional measure issued in June 2025, suspending further payments until final decision. No provision made.
Related Party Transactions
- Transactions with companies where Alejandro Santo Domingo (Board member) has significant influence: Bavaria SA and other Middle Americas subsidiaries entered into lease agreements, natural gas acquisition, and sale of malt-based beverages and beer for approximately $98 million in 2025.
- Ambev Special Goodwill Reserve: AB InBev will reimburse Ambev for amounts proportional to the benefit received from the 2005 merger goodwill premium, as well as related costs, in case Ambev is required to pay related tax assessments.
- Share repurchases from Altria: On March 19, 2024, 3,335,417 Ordinary Shares were repurchased directly from Altria for an aggregate share purchase price of $200 million.
- Transactions with associates: Primarily sales to distributors where AB InBev has a non-controlling interest, resulting in $19 million gross profit, $102 million current assets, and $13 million current liabilities in 2025.
- Transactions with pension plans: $12 million other expense to US pension plans in 2025.
Stakeholder Impact
- **Shareholders**: Impacted by dividend policy (EUR 1.15/share proposed for 2025), share buyback programs ($6 billion new program), and potential dilution from future equity issuances. Market price volatility is a risk.
- **Employees**: Affected by restructuring charges ($116 million in 2025), organizational alignments, and changes in compensation plans (share-based compensation, LTI plans). Workplace safety is a key focus.
- **Customers**: Impacted by distribution network effectiveness, pricing strategies, and digital platforms (BEES, DTC) enhancing engagement and service.
- **Consumers**: Influenced by product mix (premiumization, balanced choices, Beyond Beer), marketing efforts, and availability of no/low-alcohol options. Health concerns and regulatory changes regarding alcohol consumption are relevant.
- **Suppliers**: Affected by raw material and packaging material prices, supply chain disruptions, and the company's sustainability goals (smart agriculture, circular packaging).
- **Creditors**: Impacted by the company's debt levels ($60.9 billion net debt), refinancing needs, and credit ratings (S&P A-/A-2 positive, Moody's A3/P-2 positive).
- **Communities**: Benefiting from sustainability initiatives (water stewardship, smart agriculture, safe drinking water programs) and potentially impacted by environmental regulations and labor practices.
Next Steps
- Annual shareholders meeting on April 29, 2026, to approve the annual accounts and dividend.
- Completion of the sale of the Newark brewery and closure of Fairfield, California, and Merrimack, New Hampshire breweries in 2026.
- Completion of the acquisition of 85% of Beatbox Beverages in Q1 2026.
- Expected net capital expenditure of between $3.5 billion and $4.0 billion in 2026.
- Continued efforts to reduce financial indebtedness, targeting a net debt to Normalized EBITDA ratio of around 2x.
- Implementation of IFRS 18, effective January 1, 2027, which will impact financial statement presentation and disclosures.
- Exclusive beer sponsorship for UEFA Champions League, UEFA Europa League, and UEFA Conference League competitions starting in 2027 for six seasons.
- Ongoing efforts to rebuild momentum and reignite growth in China through portfolio investment, innovation, mega platform activations, enhancing route to market in the in-home channel, and targeted geographic expansion.
- Continued expansion of no-alcohol and lower-alcohol product portfolio.
- Continued work on sustainability goals, including circular packaging and renewable electricity.
- Ongoing legal and tax proceedings in Brazil, South Korea, Tanzania, and Belgium.
- Put option on remaining 3% of CND shares held by ELJ is exercisable from 2026.
- Renewal of share buy-back authorization by the annual shareholders meeting on April 29, 2026, for repurchases after May 31, 2026.
Key Dates
| Date | Description |
|---|---|
| 2015-11-01 | Effective date of the Fonds Voting Agreement. |
| 2016-10-08 | Date of the Restricted Shareholder Voting Agreement with Altria and BEVCO. |
| 2017-05-01 | Start of period for Pound Sterling Bond Hedges (May 2037). |
| 2017-05-31 | End of period for Pound Sterling Bond Hedges (May 2037). |
| 2018-05-01 | Start of period for Argentine hyperinflation accounting (cumulative inflation exceeded 100%). |
| 2019-01-24 | European Commission decision on Belgian excess profit ruling system. |
| 2020-03-25 | Grant date for March 2020 Stock Option Incentive. |
| 2021-04-28 | Shareholders meeting granted authorization to acquire own shares. |
| 2022-04-27 | Annual shareholders meeting authorized Board to increase share capital. |
| 2023-04-27 | Date of the Amended and Restated Shareholders Agreement. |
| 2023-11-30 | CRBS received partially favorable decision from First-Level Administrative Court on goodwill amortization. |
| 2024-01-31 | ELJ exercised its put option to sell approximately 12% of CND shares to Ambev for $0.3 billion. |
| 2024-03-19 | Repurchase of 3,335,417 Ordinary Shares from Altria for $200 million. |
| 2024-04-24 | Dividend of EUR 1.00 per share for 2024 approved at shareholders meeting. |
| 2024-04-30 | Annual shareholders meeting date for 2024. |
| 2024-05-30 | Completion of tender offers for three series of notes, repurchasing $1.8 billion aggregate principal amount. |
| 2024-09-30 | Part of Ambev's foreign earnings tax assessments became final, resulting in cancellations of R$1.0 billion ($0.2 billion). |
| 2024-10-23 | AB InBev and Anadolu Efes agreed on Russian/Ukraine business swap (regulatory approvals not obtained). |
| 2024-10-29 | Board approved a $6 billion share buyback program. |
| 2024-10-31 | End of period for CRBS's goodwill amortization tax assessment. |
| 2024-11-18 | Redemption date for 2.700% Notes due 2026. |
| 2024-12-29 | Redemption date for 3.650% Notes due 2026. |
| 2024-12-30 | Russian decree placed AB InBev Efes Russian operations under temporary management. |
| 2024-12-31 | End of fiscal year 2024. |
| 2025-01-01 | Start of fiscal year 2025. Effective date for OECD Pillar Two model rules. |
| 2025-01-31 | End of period for share repurchases under the $2 billion program. |
| 2025-02-01 | Start of period for Ambev's ICMS-ST Trigger tax claims. |
| 2025-02-28 | End of period for Ambev's ICMS-ST Trigger tax claims. |
| 2025-03-28 | Grant date for long-term retention incentive RSUs to Executive Committee members. |
| 2025-04-30 | Annual shareholders meeting date for 2025. |
| 2025-05-19 | Issuance date for new bond series (3.375% due 2033, 3.875% due 2038, 4.125% due 2045). |
| 2025-06-03 | Vesting date for RSUs granted on June 3, 2020. |
| 2025-06-11 | Brussels Court of Appeal rendered a judgment in favor of AB InBev for calendar years 2011 and 2012 in one of the Belgian tax claims. |
| 2025-06-15 | Maturity date for 5.000% Notes due 2034. |
| 2025-06-26 | Completion date of the $2 billion share buyback program. |
| 2025-07-29 | New anti-abuse provision established regarding the Belgian Tax on Securities Accounts. |
| 2025-08-25 | Administrative Council of Tax Appeals (CARF) confirmed a partially favorable decision for Arosuco regarding income tax reduction. |
| 2025-10-29 | Interim dividend of EUR 0.15 per share approved by the Board of Directors. |
| 2025-10-31 | Lower Administrative Court rendered an unfavorable decision to CRBS on goodwill amortization. |
| 2025-11-20 | Interim dividend paid. |
| 2025-12-05 | Announcement of agreement to acquire 85% of Beatbox Beverages. |
| 2025-12-12 | Annual long-term incentive RSUs and PSUs granted to Executive Committee members. |
| 2025-12-14 | Vesting date for RSUs granted on December 14, 2020 and December 14, 2022. |
| 2025-12-31 | End of fiscal year 2025. |
| 2026-01-01 | Thiago Porto succeeded Nelson Jamel as Chief People Officer. Articles of Association amended to update Restricted Shares outstanding. |
| 2026-01-06 | Announcement of exercising right to reacquire 49.9% minority stake in US-based metal container plants. |
| 2026-01-30 | Completion of the reacquisition of 49.9% minority stake in US-based metal container plants. |
| 2026-02-11 | Board proposed a final dividend of EUR 1.00 per share for 2025. |
| 2026-03-03 | Date of audit report. |
| 2026-03-27 | Publication date for notice of 2026 annual shareholders meeting. |
| 2026-04-29 | Annual general meeting to approve 2025 dividend. |
| 2026-05-19 | Maturity date for 3.375% Notes due 2033, 3.875% Notes due 2038, 4.125% Notes due 2045. |
| 2026-06-01 | Expiration of authorization to acquire own shares (from 2021 shareholders meeting). |
| 2026-07-20 | Expiration date of the consent decree with the U.S. Department of Justice related to the SAB combination. |
| 2026-11-18 | Maturity date for 2.700% Notes due 2026. |
| 2026-12-29 | Maturity date for 3.650% Notes due 2026. |
| 2027-01-01 | Effective date for IFRS 18 Presentation and Disclosures in Financial Statements. |
| 2027-02-01 | Extended maturity of the SLL Revolving Facility until February 2027. |
| 2027-03-07 | Expiry date for LTI Plan 2009 stock options granted March 8, 2018. |
| 2027-04-26 | Expiry date for LTI Stock Option Plan Directors options granted April 26, 2017. |
| 2027-04-27 | Vesting date for RSUs granted April 27, 2022. |
| 2027-06-03 | Expiration of authorization for the Board to increase share capital. |
| 2027-11-30 | Expiry date for LTI Plan 2009 stock options granted December 1, 2017. |
| 2027-12-16 | Vesting date for Annual Long-Term RSUs granted December 16, 2024. |
| 2028-01-19 | Expiry date for LTI Plan 2009 stock options granted January 20, 2017. |
| 2028-02-28 | End date for the collective bargaining agreement with the International Brotherhood of Teamsters. |
| 2028-03-01 | Vesting date for Annual Long-Term RSUs and Share Based Compensation Plan RSUs granted March 1, 2022. |
| 2028-04-24 | Expiry date for LTI Stock Option Plan Directors options granted April 25, 2018. |
| 2028-04-26 | Vesting date for RSUs granted April 26, 2023. |
| 2028-10-23 | Par Call Date for 4.750% Notes due 2029. |
| 2028-12-02 | Expiry date for LTI Plan 2009 stock options granted December 3, 2018. |
| 2028-12-12 | Vesting date for Annual Long-Term RSUs and PSUs granted December 12, 2025. |
| 2029-01-23 | Maturity date for 4.750% Notes due 2029, 5.450% Notes due 2039, 5.550% Notes due 2049, 5.800% Notes due 2059. |
| 2029-01-24 | Expiry date for LTI Plan 2009 stock options granted January 25, 2019. |
| 2029-03-28 | Vesting date for Share Based Compensation Plan RSUs granted March 28, 2025. |
| 2029-04-24 | Vesting date for RSUs granted April 24, 2024. |
| 2029-05-19 | Maturity date for 3.375% Bonds due 2033, 3.875% Bonds due 2038, 4.125% Bonds due 2045. |
| 2029-12-01 | Expiry date for LTI Plan 2009 stock options granted December 2, 2019. |
| 2030-03-24 | Expiry date for March 2020 Stock Option Incentive. |
| 2030-03-28 | Vesting date for RSUs and Performance-Based RSUs granted March 28, 2025. |
| 2030-04-30 | Vesting date for RSUs granted April 30, 2025. |
| 2030-06-01 | Maturity date for 3.500% Notes due 2030. |
| 2030-10-23 | Par Call Date for 4.900% Notes due 2031. |
| 2031-01-23 | Maturity date for 4.900% Notes due 2031. |
| 2032-01-01 | Worldwide Olympic partnership continues through 2032. |
| 2033-08-15 | Maturity date for 6.625% Notes due 2033. |
| 2034-06-15 | Maturity date for 5.000% Notes due 2034. |
| 2034-07-23 | Par Call Date for 5.450% Notes due 2039 and 5.550% Notes due 2049. |
| 2034-08-27 | Initial term expiration for the 2023 Shareholders Agreement. |
| 2034-11-01 | Expiration date for the Fonds Voting Agreement. |
| 2035-06-15 | Maturity date for 5.875% Notes due 2035. |
| 2035-08-01 | Par Call Date for 4.700% Notes due 2036. |
| 2036-02-01 | Maturity date for 4.700% Notes due 2036. |
| 2037-10-15 | Par Call Date for 4.375% Notes due 2038. |
| 2038-04-15 | Maturity date for 4.375% Notes due 2038. |
| 2039-01-23 | Maturity date for 5.450% Notes due 2039. |
| 2039-12-01 | Par Call Date for 4.350% Notes due 2040. |
| 2040-06-01 | Maturity date for 4.350% Notes due 2040. |
| 2041-11-01 | Maturity date for 6.00% Debentures due 2041. |
| 2042-01-15 | Maturity date for 4.950% Notes due 2042. |
| 2042-07-15 | Maturity date for 3.750% Notes due 2042. |
| 2043-01-17 | Maturity date for 4.000% Notes due 2043. |
| 2044-02-01 | Maturity date for 4.625% Notes due 2044. |
| 2045-08-01 | Par Call Date for 4.900% Notes due 2046. |
| 2045-10-15 | Par Call Date for 4.600% Notes due 2048. |
| 2048-04-15 | Maturity date for 4.600% Notes due 2048. |
| 2048-07-23 | Par Call Date for 4.750% Notes due 2058. |
| 2049-01-23 | Maturity date for 5.550% Notes due 2049. |
| 2049-12-01 | Par Call Date for 4.500% Notes due 2050. |
| 2050-06-01 | Maturity date for 4.500% Notes due 2050. |
| 2057-10-15 | Par Call Date for 4.750% Notes due 2058. |
| 2058-04-15 | Maturity date for 4.750% Notes due 2058. |
| 2058-07-23 | Par Call Date for 5.800% Notes due 2059. |
| 2059-01-23 | Maturity date for 5.800% Notes due 2059. |
| 2059-12-01 | Par Call Date for 4.600% Notes due 2060. |
| 2060-06-01 | Maturity date for 4.600% Notes due 2060. |
Recommendation
holdThe filing presents a mixed financial picture for AB InBev in 2025, with overall revenue and volume declines offset by strong underlying growth drivers like premiumization and digital transformation. While the increase in Normalized EBITDA and profit of the period is positive, significant exceptional charges and ongoing legal/tax uncertainties, particularly in key emerging markets, introduce considerable risk. The company's strategic initiatives in Beyond Beer and digital platforms are promising, but their full impact on sustained profitability needs more time to materialize. The current debt level, though being deleveraged, remains a factor. Given the combination of challenges in traditional markets and promising but still developing growth areas, a 'hold' recommendation is appropriate for investors to observe the execution of strategic initiatives and resolution of outstanding risks.
Keywords
Beer, Beverages, Brewing, Anheuser-Busch InBev, AB InBev, SEC Filing, 20-F, Financial Results, 2025, Volumes, Revenue, EBITDA, Digital Transformation, BEES, DTC, Premiumization, Sustainability, Share Buyback, Debt, Acquisitions, Divestitures, Market Share, Global Brands, Emerging Markets, Risk Factors, Corporate Governance
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