AMER3

Americanas S.A., traded on B3 under the ticker AMER3, is one of Brazil’s most traditional retailers, founded in 1929 when it opened its first store in Niterói (RJ) with a low-price concept summarized in the slogan “Nothing over 2000 réis.” Over the decades, the company expanded its network of physical stores and, in 1940, went public, consolidating itself as a corporation (sociedade anônima). In 1982, its reference shareholders became Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira, then linked to Banco Garantia, marking a phase of professionalization and accelerated growth. Starting in the late 1990s, with the launch of americanas.com, the company entered e-commerce and gradually built a multichannel model that combined physical stores, e-commerce and, later, a marketplace. In 2006, it acquired Submarino, a transaction that resulted in the creation of B2W, a digital platform that would become the group’s e-commerce arm.

On the corporate and strategic front, Americanas has gone through successive stages of expansion and restructuring. The company implemented large store-opening programs, such as “Sempre Mais Brasil – 80 anos em 4!” and “85 anos em 5 – Somos Mais Brasil,” which significantly expanded its physical presence throughout Brazil. In 2013, B2W began calling itself B2W – Companhia Digital, reinforcing its focus on online retail. From 2017 onward, it began a transformation cycle of its business model, shifting from an operation concentrated on direct sales (1P) to a hybrid digital platform that integrates own sales, marketplace (3P) and digital services. In 2021, the business combination between B2W and Lojas Americanas was approved, culminating in the adoption of the name Americanas S.A. and the consolidation of the LAME3, LAME4 and AMER3 shares in the Novo Mercado, with the former controlling shareholder becoming a reference shareholder with around 30% of the capital.

From January 2023 onward, the company’s trajectory was profoundly marked by the identification of accounting inconsistencies in entries that reduced supplier balances, which were later characterized as fraud in the financial statements. Americanas AMER3 went through a change in management, a forensic investigation and the reconstruction of financial statements for fiscal years 2021 and 2022. In January 2023, it filed for judicial reorganization, processed in the 4th Corporate Court of the Capital District of the State of Rio de Janeiro, with the aim of preserving operational continuity, jobs and the ability to pay taxes. The judicial reorganization plan was approved at a General Creditors’ Meeting in December 2023, and the company has been executing the planned steps, including a capital increase of approximately R$ 24.5 billion with a cash injection from reference shareholders, debt reprofiling and payment of creditors in different forms, combining financial resources, shares and debentures.

From an operational standpoint, Americanas operates in multiple retail segments, integrating physical and digital platforms, as well as complementary businesses. The physical network consists of around 1,600 stores distributed across all regions of Brazil, in different formats: conventional Americanas stores, with an average sales area of 900 m² and a range of thousands of items in dozens of categories; Americanas Express stores, a neighborhood format with smaller floor space and a more streamlined assortment; and Hortifruti and Natural da Terra stores, focused on fresh food, especially fruits, vegetables and greens, including organic products, in larger formats and more compact stores. The company also operates franchises through its subsidiary Grupo Uni.co, bringing together brands such as Imaginarium, Puket and LoveBrands, geared toward gifts, home décor, lingerie and children’s fashion, with a strong design appeal.

On the digital platform, Americanas combines direct sales of goods with marketplace operations, offering millions of items in different categories, from home appliances and electronics to grocery items, stationery, sports, toys and household goods. In addition to the Americanas brand, the digital ecosystem includes specific online channels, such as the virtual stores of Hortifruti and Natural da Terra, which serve cities in Minas Gerais, Rio de Janeiro, Espírito Santo and São Paulo, and the digital platforms of Grupo Uni.co brands, such as Imaginarium, Puket and MinD, focused on home and décor. The hybrid 1P and 3P model allows the company to expand its assortment through partner sellers, who use Americanas’ technology, payments, advertising and logistics infrastructure. In 2024, the company is directing efforts toward structuring its Customer and Partner Platform (PCP), focused on an integrated consumer journey and on consolidating a high-frequency variety retail model.

Logistics is a central pillar of Americanas AMER3’s business model. The company operates distribution centers in several states and operational centers (transit points) strategically located, as well as a network of thousands of stores that also function as pickup points and, in some cases, shipping points for orders. This network supports models such as cross-docking, ship from store (SFS) and omnichannel solutions, including endless-aisle kiosks in physical stores and “Pick Up In Store” (Click and Collect) operations. The back office is anchored in an SAP ERP system connected to a proprietary WMS, integrating billing, inventory management, collections and warehousing processes. The company complements this setup with front-office technology, data analytics and features in its own app, which has become a relevant channel for customer engagement and sales.

In terms of markets and competition, Americanas concentrates all of its net revenue in Brazil, operating in a highly competitive retail environment marked by the presence of large national chains, hypermarkets, supermarkets, cash-and-carry formats, digital e-commerce platforms and specialized marketplaces. The company competes with traditional retailers that combine physical stores and online channels, as well as with pure-play e-commerce operators, in a context of structural growth in online sales, increased internet and mobile penetration and changes in consumer habits. The company’s portfolio ranges from typical discretionary retail categories, such as electronics, gifts and home décor, to recurring consumer goods, such as fresh food, candy, personal care, and grocery items, including the fresh food vertical represented by Hortifruti and Natural da Terra.

Americanas’ operations are subject to a set of regulatory requirements, especially with regard to sanitary surveillance and licensing of stores and distribution centers. Products such as cosmetics, personal hygiene items, perfumes, over-the-counter healthcare products and sanitizing agents must comply with ANVISA regulations and local health surveillance agencies, even though the retail sale of these items does not necessarily require federal operating authorization. Each unit in the network depends on municipal operating licenses, sanitary permits, fire department inspections and compliance with urban zoning laws. Noncompliance may result in fines, suspension of activities and other sanctions. The company also maintains property, inventory and operations insurance coverage in line with usual market practices, aiming to mitigate the risk of losses and operational disruptions.

In the environmental, social and governance (ESG) field, Americanas has pursued a structured agenda for more than a decade. The company has been a signatory to the UN Global Compact since 2013 and, since 2015, has aligned its strategy with the 2030 Agenda, focusing on Sustainable Development Goals related to education, gender equality, decent work, reduction of inequalities and climate action. The company maintains an environmental management system, reverse logistics initiatives, energy and water efficiency measures and decarbonization plans, with a commitment to setting targets based on the Science Based Targets initiative (SBTi) methodology. Since 2010, it has published its greenhouse gas emissions inventory under the Brazilian GHG Protocol Program, with a Gold Seal for verification since 2016, and in 2024 it received a B score in the CDP questionnaire. In supply chain governance, it conducts systematic supplier due diligence, requires adherence to its Supplier Policy and Code of Ethics, includes social-environmental and anti-corruption clauses in 100% of contracts and, for critical suppliers, demands compliance with audit protocols such as ABVTEX and DNV GL. In addition, it has specific policies on sustainability, diversity, inclusion and human rights, as well as guidelines for donations and support for incentivized projects, seeking to integrate ESG criteria into business conduct and its relationships with partners and society.

Americanas S.A. shares continue to be traded on B3 under the ticker AMER3, reflecting the performance of a company that combines physical retail, e-commerce, marketplace, franchises and digital advertising, in the midst of financial and operational restructuring after the approval of its judicial reorganization plan. Revenue is segmented into retail, fresh foods and premium retail, with operations concentrated in the Brazilian market and significant exposure to trends such as the digitalization of consumption, channel integration and logistics efficiency, in one of the most intensely competitive retail environments in the country.