SEC Form S-8 POS filed by Anheuser-Busch Inbev SA Sponsored ADR (Belgium)
Registration Statement No. 333-250930
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-8
Registration Statement No. 333-250930
UNDER
THE SECURITIES ACT OF 1933
Anheuser-Busch InBev SA/NV
(Exact Name of Registrant as Specified in Its Charter)
| Belgium | None | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
Brouwerijplein 1,
3000 Leuven, Belgium
(Address of Principal Executive Offices)
Base Restricted Stock Units Plan Relating to Shares of Anheuser-Busch InBev (Amended and Restated)
(Full title of the plan)
John Blood
c/o Anheuser-Busch InBev Services, LLC
250 Park Avenue
New York, New York 10017
Tel. No.: (212) 573-8800
(Name, Address and Telephone Number of Agent for Service)
Copies to:
John Horsfield-Bradbury
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Tel. No.: +44-20-7959-8900
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8 (File No. 333-250930) (the “Registration Statement”) is being filed solely for the purpose of reflecting the amendment and restatement of the Terms and Conditions of the Base Restricted Stock Units Plan Relating to Shares of Anheuser-Busch InBev, which is filed herewith as Exhibit 4.3 and replaces Exhibit 4.3 of the Registration Statement. No additional securities are being registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
The following exhibits are filed herewith or incorporated herein by reference:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium, on March 28, 2025.
| ANHEUSER-BUSCH INBEV SA/NV | ||||
| By: | /s/ Jan Vandermeersch | |||
| Name: | Jan Vandermeersch | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Ann Randon | |||
| Name: | Ann Randon | |||
| Title: | Authorized Signatory | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No.1 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 28, 2025.
| Signature |
Title | |
| * Michel Doukeris |
Chief Executive Officer (Principal Executive Officer) | |
| * Fernando Tennenbaum |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| * Martin J. Barrington |
Chairman of the Board of Directors | |
| * Lynne Biggar |
Member of the Board of Directors | |
| * M. Michele Burns |
Member of the Board of Directors | |
| * Paul Cornet de Ways Ruart |
Member of the Board of Directors | |
| * Paulo Alberto Lemann |
Member of the Board of Directors | |
| * Aradhana Sarin |
Member of the Board of Directors | |
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| Signature |
Title | |
| * Heloisa Sicupira |
Member of the Board of Directors | |
| * Grégoire de Spoelberch |
Member of the Board of Directors | |
| * Alexandre Van Damme |
Member of the Board of Directors | |
|
Salvatore Mancuso |
Member of the Board of Directors | |
| * Alejandro Santo Domingo Dávila |
Member of the Board of Directors | |
| * Sabine Chalmers |
Member of the Board of Directors | |
|
Nitin Nohria |
Member of the Board of Directors | |
| * Claudio Garcia |
Member of the Board of Directors | |
| * Dirk Van de Put |
Member of the Board of Directors | |
| * John Blood |
Authorized Representative in the United States | |
| *By: | /s/ Jan Vandermeersch | |
| Name: | Jan Vandermeersch | |
| Title: | Attorney-in-Fact |
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