What changed in this filing

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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-21 · 72 added, 113 removed, 237 unchanged (44% of the section changed)

2 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.

Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the consolidated financial statements, and its opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 are included in Item 8 of this report.

Financial Statements and Supplementary Data” of this report.

There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

8 unchanged sentences

Election of Directors” in the definitive proxy statement for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which is incorporated herein by reference.

For information with respect to the Company’s insider trading policies and procedures, see the “Corporate Governance – The Board of Directors” section of the 2025 Proxy Statement, which is incorporated herein by reference.

For information with respect to the Audit Committee of the Board of Directors, see the “Corporate Governance – Board Committees” section of the 2025 Proxy Statement, which is incorporated herein by reference.

For information with respect to compliance with Section 16(a) of the Exchange Act, see the “Delinquent Section 16(a) Reports” section of the 2025 Proxy Statement, which is incorporated herein by reference.

The Company has adopted a Code of Ethics for Senior Financial Officers (the “Code of Ethics”), which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act.

The Code of Ethics applies to the Company’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

The Code of Ethics is available on the Company’s website at www.cokeconsolidated.com .

The Code of Ethics is available on the Company’s website, www.cokeconsolidated.com .

The Company will disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Ethics that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC rules and regulations by posting this information on the Company’s website, www.cokeconsolidated.com.

23 unchanged sentences

Financial Statement Schedule

The Financial Statement Schedule included under Item 15 hereof, as required for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, consisted of the following:

The Financial Statement Schedule included under Item 15 hereof, as required for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, consisted of the following:

Schedule II - Valuation and Qualifying Accounts and Reserves

21 unchanged sentences

4.1 Description of Securities of the Company.

Filed herewith.

Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

4.2 Specimen of Common Stock Certificate of the Company.

4 unchanged sentences

Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 25, 2015 (File No.

4.5 Form of the Company’s 3.800% Senior Notes due 2025 (included in Exhibit 4.4 above).

4.5 Form of 3.800% Senior Notes due 2025 (included in Exhibit 4.4 above).

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 25, 2015 (File No.

4.6 Indenture, dated as of December 15, 2020, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association ) , as trustee.

4.6 Indenture, dated as of December 15, 2020, between the Company and Truist Bank, as successor trustee.

Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on December 15, 2020 (File No.

10.1 Credit Agreement, dated as of July 9, 2021, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 13, 2021 (File No.

10.2 Amendment No.

1 to Credit Agreement, dated as of February 1, 2023, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.

Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

10.3 Term Loan Agreement, dated as of July 9, 2021, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto.

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 13, 2021 (File No.

10.4 Note Purchase and Private Shelf Agreement, dated June 10, 2016, by and among the Company, PGIM, Inc.

and the other parties thereto.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 20, 2017 (File No.

10.5 First Amendment to Note Purchase and Private Shelf Agreement, dated July 20, 2018, by and among the Company, PGIM, Inc.

and the other parties thereto.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 25, 2018 (File No.

4.7 First Supplemental Indenture, dated as of May 21, 2024, by and among the Company, U.S.

Bank Trust Company, National Association, as prior trustee, and Truist Bank, as successor trustee.

Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 24, 2024 (File No.

4.8 Second Supplemental Indenture, dated as of May 29, 2024, by and between the Company and Truist Bank, as trustee.

Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No.

4.9 Form of 5.250% Senior Notes due 2029 (included in Exhibit 4.8 above).

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No.

4.10 Form of 5.450% Senior Notes due 2034 (included in Exhibit 4.8 above).

Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No.

10.1 Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto.

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 10, 2024 (File No.

10.2 Note Purchase and Private Shelf Agreement, dated March 6, 2018, by and among the Company, NYL Investors LLC and the other parties thereto.

4 unchanged sentences

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No.

10.9 Incidence Agreement, dated February 5, 2019, by and between the Company and The Coca‑Cola Company.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No.

Description Incorporated by Reference or

Filed/Furnished Herewith

10.10** National Product Supply Governance Agreement, dated October 30, 2015, by and between the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Coca‑Cola Refreshments USA, Inc.

10.5 Incidence Agreement, dated February 5, 2019, by and between the Company and The Coca‑Cola Company.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No.

10.6+ National Product Supply Governance Agreement, dated October 30, 2015, by and among the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Coca‑Cola Refreshments USA, Inc.

and Swire Pacific Holdings Inc.

d/b/a Swire Coca-Cola USA.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2015 (File No.

10.11** First Amendment to National Product Supply Governance Agreement, dated October 26, 2018, by and between the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Swire Pacific Holdings Inc.

Filed herewith.

10.7+ First Amendment to National Product Supply Governance Agreement, dated October 26, 2018, by and among the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Swire Pacific Holdings Inc.

d/b/a Swire Coca‑Cola USA and the other parties thereto.

Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018 (File No.

Filed herewith.

10.8+ Limited Liability Company Agreement of CONA Services LLC, dated as of January 27, 2016, by and among the Company, The Coca‑Cola Company, Coca-Cola Refreshments USA, Inc.

and the other bottlers named therein.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended July 3, 2016 (File No.

Filed herewith.

10.9+ Amendment No.

1 unchanged sentence

and the other bottlers named therein.

Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended July 3, 2016 (File No.

Filed herewith.

10.10+ Amendment No.

1 unchanged sentence

and the other bottlers named therein.

Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017 (File No.

Filed herewith.

10.11 Amendment No.

1 unchanged sentence

Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 (File No.

10.12++ Amendment No.

4 to Limited Liability Company Agreement of CONA Services LLC, effective as of July 2, 2024, by and among the Company, The Coca-Cola Company, North America Operating Unit, CONA Services LLC and the other bottlers named therein.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

10.13+ Amended and Restated Master Services Agreement, dated as of October 2, 2017, by and between the Company and CONA Services LLC.

Exhibit 10.71 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

Filed herewith.

10.14 Omnibus Letter Agreement, dated March 31, 2017, by and between the Company and Coca‑Cola Refreshments USA, Inc.

2 unchanged sentences

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2017 (File No.

10.19** Comprehensive Beverage Agreement, dated March 31, 2017, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017 (File No.

10.16+ Comprehensive Beverage Agreement, dated March 31, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Filed herewith.

10.17+ Comprehensive Beverage Agreement, dated March 31, 2017, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company (as successor in interest to Piedmont Coca‑Cola Bottling Partnership), and The Coca‑Cola Company.

Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017 (File No.

10.21** First Amendment to Comprehensive Beverage Agreement, dated April 28, 2017, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No.

10.22** Amendment to Comprehensive Beverage Agreements, dated October 2, 2017, by and between the Company, CCBCC Operations, LLC, a wholly owned subsidiary of the Company (as successor in interest to Piedmont Coca‑Cola Bottling Partnership), The Coca-Cola Company, Coca-Cola Refreshments USA, Inc.

Filed herewith.

10.18+ First Amendment to Comprehensive Beverage Agreement, dated April 28, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Filed herewith.

10.19+ Amendment to Comprehensive Beverage Agreements, dated October 2, 2017, by and among the Company, CCBCC Operations, LLC, a wholly owned subsidiary of the Company (as successor in interest to Piedmont Coca‑Cola Bottling Partnership), The Coca-Cola Company, Coca-Cola Refreshments USA, Inc.

and CCBC of Wilmington, Inc.

Exhibit 10.72 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

10.23** Third Amendment to Comprehensive Beverage Agreement, dated December 26, 2017, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.74 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No.

10.24** Fourth Amendment to Comprehensive Beverage Agreement, dated April 30, 2018, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No.

10.25** Fifth Amendment to Comprehensive Beverage Agreement, dated August 20, 2018, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

10.26*** Sixth Amendment to Comprehensive Beverage Agreement, dated September 9, 2019, by and between the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019 (File No.

Filed herewith.

10.20+ Third Amendment to Comprehensive Beverage Agreement, dated December 26, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Filed herewith.

10.21+ Fourth Amendment to Comprehensive Beverage Agreement, dated April 30, 2018, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Filed herewith.

Description Incorporated by Reference or

Filed/Furnished Herewith

10.22+ Fifth Amendment to Comprehensive Beverage Agreement, dated August 20, 2018, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc.

Filed herewith.

10.23+ Sixth Amendment to Comprehensive Beverage Agreement, dated September 9, 2019, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (formerly known as Coca-Cola Refreshments USA, Inc.)

Filed herewith.

10.24+ Seventh Amendment to Comprehensive Beverage Agreement, dated October 1, 2024, by and among the Company, The Coca-Cola Company and Coca-Cola Refreshments USA, LLC

Filed herewith.

10.25 Second Amendment to Comprehensive Beverage Agreement, dated December 31, 2021, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company, and The Coca-Cola Company.

Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

10.26+ Third Amendment to Comprehensive Beverage Agreement, dated October 1, 2024, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company, and The Coca-Cola Company.

Filed herewith.

10.27+ Regional Manufacturing Agreement, dated March 31, 2017, by and between the Company and The Coca‑Cola Company.

Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2017 (File No.

Filed herewith.

10.28 First Amendment to Regional Manufacturing Agreement, dated April 28, 2017, by and between the Company and The Coca‑Cola Company.

5 unchanged sentences

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 19, 2009 (File No.

10.31 First Amendment to Amended and Restated Stock Rights and Restrictions Agreement, dated as of May 6, 2024, by and among the Company, The Coca‑Cola Company, Carolina Coca-Cola Bottling Investments, Inc.

Frank Harrison, III.

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 6, 2024 (File No.

10.32 Lease Agreement, dated December 30, 2019, by and between the Company and Beacon Investment Corporation.

5 unchanged sentences

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 23, 2022 (File No.

10.35 Purchase Agreement, dated as of May 6, 2024, by and between the Company and Carolina Coca-Cola Bottling Investments, Inc.

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2024 (File No.

10.36* Coca-Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Annual Bonus Plan, amended and restated effective as of January 1, 2018.

Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 (File No.

10.36* Amendment No.

2, dated February 22, 2021, to Coca-Cola Consolidated, Inc.(formerly Coca-Cola Bottling Co.

Consolidated) Annual Bonus Plan, amended and restated effective as of January 1, 2018.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2021 (File No.

10.37* Amendment No.

3, dated August 1, 2023, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Annual Bonus Plan, amended and restated effective as of January 1, 2018.

Annual Bonus Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

10.37* Coca-Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Long-Term Performance Plan, amended and restated effective as of January 1, 2018.

Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 (File No.

10.39 * Amendment No.

2, dated August 1, 2023, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Long-Term Performance Plan, amended and restated effective as of January 1, 2018.

Long-Term Performance Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

10.40* Form of Long-Term Performance Plan Bonus Award Agreement.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2010 (File No.

10.38* Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Supplemental Savings Incentive Plan, amended and restated effective as of November 1, 2011.

Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2012 (File No.

10.42* Amendment No.

1, dated May 31, 2013, to Coca‑Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Supplemental Savings Incentive Plan, amended and restated effective as of November 1, 2011.

Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018 (File No.

10.43* Amendment No.

3, dated February 22, 2021, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Supplemental Savings Incentive Plan, amended and restated effective as of November 1, 2011.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2021 (File No.

Supplemental Savings Incentive Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

Description Incorporated by Reference or

Filed/Furnished Herewith

10.44* Amendment No.

4, dated February 21, 2022, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Supplemental Savings Incentive Plan, amended and restated effective as of November 1, 2011.

Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2022 (File No.

10.39* Coca‑Cola Consolidated, Inc.

8 unchanged sentences

10.41* Coca-Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Officer Retention Plan, amended and restated effective as of January 1, 2007.

Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No.

10.48* Amendment No.

1, effective as of January 1, 2009, to Coca‑Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Officer Retention Plan, amended and restated effective as of January 1, 2007.

Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008 (File No.

Officer Retention Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

10.42* Coca-Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Long-Term Retention Plan, adopted effective as of March 5, 2014.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 (File No.

10.50* Amendment No.

2, dated February 21, 2022, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Long-Term Retention Plan, adopted effective as of March 5, 2014.

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2022 (File No.

Long-Term Retention Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

10.43* Coca-Cola Consolidated, Inc.

(formerly Coca‑Cola Bottling Co.

Consolidated) Long-Term Performance Equity Plan, adopted effective as of January 1, 2018.

Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 26, 2018 (File No.

10.52* Amendment No.

2, dated August 1, 2023, to Coca-Cola Consolidated, Inc.

(formerly Coca-Cola Bottling Co.

Consolidated) Long-Term Performance Equity Plan, adopted effective as of January 1, 2018.

Long-Term Performance Equity Plan, amended and restated effective as of July 30, 2024.

Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No.

25 unchanged sentences

Furnished herewith.

Description Incorporated by Reference or

Filed/Furnished Herewith

97* Coca-Cola Consolidated, Inc.

11 unchanged sentences

Filed herewith.

Description Incorporated by Reference or

Filed/Furnished Herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

2 unchanged sentences

Filed herewith.

+ Certain portions of this exhibit that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S‑K.

++ Certain schedules or similar supporting attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K, and the Company agrees to furnish, on a supplemental basis, a copy of any omitted schedule or similar supporting attachment to the SEC upon request.

* Indicates a management contract or compensatory plan or arrangement.

** Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC.

*** Certain confidential portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S‑K.

+ Certain schedules and similar supporting attachments to this agreement have been omitted, and the Company agrees to furnish supplemental copies of any such schedules and similar supporting attachments to the SEC upon request.

(b) Exhibits.

42 unchanged sentences

Helvey, III Director February 20, 2025

Hickey Director February 20, 2025

/s/ William H.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures