AMER3 Americanas

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

On the corporate and strategic front, Americanas went through successive stages of expansion and restructuring. The company implemented major store-opening plans, such as “Sempre Mais Brasil – 80 anos em 4!” and “85 anos em 5 – Somos Mais Brasil,” which significantly expanded its physical presence across the entire country. In 2013, B2W was renamed B2W – Companhia Digital, reinforcing its focus on online retail. From 2017 onward, it began a business model transformation cycle, shifting from an operation concentrated in 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 in the consolidation of the LAME3, LAME4 and AMER3 shares in the Novo Mercado, with the former controlling shareholder becoming a reference shareholder with about 30% of the capital.

As of January 2023, 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 court-supervised reorganization (recuperação judicial), processed by the 4th Corporate Court of the Judicial District of the Capital of the State of Rio de Janeiro, with the aim of preserving operational continuity, jobs, and its capacity to pay taxes. The 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 through different modalities, combining financial resources, shares, and debentures.

From an operational standpoint, Americanas operates in multiple retail segments, integrating physical and digital platforms in addition to complementary businesses. The physical network consists of around 1.6 thousand stores distributed across all regions of Brazil, in different formats: conventional Americanas stores, with an average sales area of 900 m² and a selection of thousands of items in dozens of categories; Americanas Express stores, a neighborhood format with smaller floor space and a more compact assortment; and Hortifruti and Natural da Terra stores, focused on fresh foods, especially fruits, vegetables and greens, including organic products, in both larger and more compact formats. The company also operates franchises through its subsidiary Grupo Uni.co, which houses brands such as Imaginarium, Puket and LoveBrands, focused on 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, which focuses on home and décor. The hybrid 1P and 3P model allows the company to broaden its assortment through partner sellers, who use Americanas’ technology, payments, advertising, and logistics infrastructure. In 2024, the company is directing efforts to structuring the Customer and Partner Platform (PCP), focusing on an integrated consumer journey and on consolidating a high-frequency variety retail model.

Logistics is a core pillar of Americanas AMER3’s business model. The company operates distribution centers in several states and operational hubs (transit points) in strategic locations, as well as a network of thousands of stores that also function as pickup points and, in some cases, as 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, which integrates 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 relationship and sales channel.

In terms of markets and competition, Americanas concentrates all of its net revenue within Brazil, operating in a highly competitive retail environment marked by the presence of large national chains, hypermarkets, supermarkets, cash-and-carry wholesalers, 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, increasing internet and mobile penetration, and changes in consumption habits. The company’s portfolio ranges from typical discretionary retail categories, such as electronics, gifts and décor, to recurring consumer goods, such as fresh foods, confectionery, beauty and 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 health surveillance and the licensing of stores and distribution centers. Products such as cosmetics, personal hygiene items, perfumes, over-the-counter health products, and sanitizing agents require compliance with ANVISA and local health surveillance regulations, even though retailing these items does not necessarily require a federal operating license. Each unit in the network depends on municipal operating licenses, sanitary permits, fire department inspections and compliance with urban zoning regulations. Non-compliance can result in fines, suspension of activities, and other penalties. The company also maintains property, inventory and operational insurance coverage in line with common market practices, in order to mitigate risks of losses and operational disruptions.

In the environmental, social and governance (ESG) field, Americanas has been developing a structured agenda for more than a decade. The company has been a signatory of 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, reducing 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 defining targets based on the Science Based Targets initiative (SBTi) methodology. Since 2010, it has published its greenhouse gas emissions inventory in the Brazilian GHG Protocol Program, with a Gold Seal of verification since 2016, and in 2024 it received a B score in the CDP questionnaire. In supply chain governance, it adopts systematic supplier due diligence, requires adherence to its Supplier Policy and Code of Ethics, includes environmental, social 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 maintains specific policies on sustainability, diversity, inclusion and human rights, as well as guidelines for donations and support for tax-incentivized projects, seeking to integrate ESG criteria into how it conducts business and manages relationships with partners and society.

The shares of Americanas S.A. continue to trade on B3 under the ticker AMER3, reflecting the performance of a company that combines brick-and-mortar retail, e-commerce, marketplace, franchises and digital advertising, in the midst of financial and operational restructuring following the approval of its court-supervised 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 competitive retail environments in the country.