Amendment: SEC Form SC 13D/A filed by Anheuser-Busch Inbev SA Sponsored ADR (Belgium)

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

England

+44 20 7959-8900

Erik Adam

Eugénie Patri Sébastien S.A.

488 Route de Longwy, L-1940,

Luxembourg

+ 352 27 02 39

Mr. Marc Lemann

BRC S.à.R.L.

2 Boulevard de la Foire,

L – 1528 Luxembourg

+352 2704 86 84 21

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of reporting persons:

 Stichting Anheuser-Busch InBev

 Check the appropriate box if a member of a group (see instructions)

 (a) ☒  (b) ☐

 SEC use only

 Source of funds (see instructions):

 OO

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization:

 The Netherlands

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power:

 0

 Shared voting power:

 1,033,081,237 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 771,096,582 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,033,081,237 Shares^{1, 2}

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in row (11):

 52.3%^{1, 2, 3}

 Type of reporting person (see instructions):

 CO

The Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) is wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Max Van Hoegaerden Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax Société d’Investissements SA (“Rayvax”), a Belgian corporation, are party to the 2023 Shareholders’ Agreement (defined below), and the Stichting Anheuser-Busch InBev is party to a further voting agreement (the “Funds Voting Agreement”) with Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL) (“Fonds Baillet Latour”) and Fonds Voorzitter Verhelst SC (formerly Fonds Voorzitter Verhelst SPRL) (“Fonds Voorzitter Verhelst”). Together these entities and individuals indirectly and directly beneficially own 771,096,582 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (“AB InBev”), as of September 27, 2024, representing approximately 39.0% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 125,115,417 Restricted Shares and 34,006,520 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria Group, Inc. a Virginia Corporation (“Altria”) and BEVCO Lux S.à R.L., a Luxembourg corporation (“BEVCO”), are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,975,847,422 Ordinary Shares deemed to be outstanding as of September 27, 2024, which is calculated based upon the sum of (i) 1,753,869,287 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares (as defined below) over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement (as defined below), which includes all Restricted Shares owned by Altria and BEVCO and no Restricted Shares owned by other holders.

 Names of reporting persons:

 BRC S.à R.L.

 Check the appropriate box if a member of a group (see instructions)

 (a) ☒  (b) ☐

 SEC use only

 Source of funds (see instructions):

 OO

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization:

 Luxembourg

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power:

 0

 Shared voting power:

 1,033,081,237 Shares^{1, 2}

 Sole dispositive power:

 0

 Shared dispositive power:

 771,096,582 Ordinary Shares¹

 Aggregate amount beneficially owned by each reporting person:

 1,033,081,237 Shares^{1, 2}

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 ☐

 Percent of class represented by amount in row (11):

 52.3%^{1, 2, 3}

 Type of reporting person (see instructions):

 CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2023 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 771,096,582 Ordinary Shares of AB InBev, as of September 27, 2024, representing approximately 39.0% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 125,115,417 Restricted Shares and 34,006,520 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

Based on a total of 1,975,847,422 Ordinary Shares deemed to be outstanding as of September 27, 2024, which is calculated based upon the sum of (i) 1,753,869,287 Ordinary Shares issued and outstanding as of such date and (ii) 221,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders.

 Names of reporting persons:

 Eugénie Patri Sébastien S.A.

 Check the appropriate box if a member of a group (see instructions)

 (a) ☒  (b) ☐

 SEC use only

 Source of funds (see instructions):

 OO

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or place of organization:

 Luxembourg

Number of

shares

 beneficially 

owned by

each

reporting

person

with

 Sole voting power:

 0

 Shared voting power:

 1,033,081,237 Shares^{1, 2}