What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-24 · 136 added, 123 removed, 820 unchanged (24% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Second Quarter First Half

Third Quarter First Nine Months

(in thousands, except per share data) 2025 2024 2025 2024

26 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

Net income $ 142,334 $ 115,624 $ 433,332 $ 454,177

Other comprehensive (loss) income, net of tax:

Other comprehensive income, net of tax:

Defined benefit plan reclassification including pension costs:

3 unchanged sentences

Actuarial gain — 20 — 60

Unrealized (loss) gain on short-term investments ( 29 ) 3 ( 40 ) ( 173 )

Other comprehensive (loss) income, net of tax ( 32 ) 26 ( 46 ) ( 127 )

Net change in unrealized gain/loss on short-term investments 63 428 23 255

Other comprehensive income, net of tax 60 451 14 324

Comprehensive income $ 142,394 $ 116,075 $ 433,346 $ 454,501

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) June 27, 2025 December 31, 2024

(in thousands, except share data) September 26, 2025 December 31, 2024

Current Assets:

36 unchanged sentences

300,000,000 shares authorized;

108,327,480 shares issued

75,877,566 and 108,327,480 shares issued, respectively

75,878 108,327

1 unchanged sentence

100,000,000 shares authorized;

16,328,100 shares issued

10,046,960 and 16,328,100 shares issued, respectively

10,047 16,328

6 unchanged sentences

Treasury stock, at cost:

Class B Common Stock – 6,281,140 shares

( 409 ) ( 409 )

Class B Common Stock – 0 and 6,281,140 shares, respectively

Total equity 1,635,924 1,417,611

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Nine Months

(in thousands) 2025 2024

5 unchanged sentences

Fair value adjustment of acquisition related contingent consideration 104,468 90,877

Deferred income taxes ( 15,985 ) 2,264

(Gain) loss on sale of property, plant and equipment ( 1,856 ) 2,257

Amortization of debt costs 2,485 1,496

(Gain) loss on sale of property, plant and equipment ( 580 ) 4,081

Deferred income taxes 523 ( 18,030 )

Change in current assets less current liabilities 38,581 55,763

4 unchanged sentences

Cash Flows from Investing Activities:

Purchases of short-term investments $ ( 270,144 ) $ ( 213,123 )

Proceeds from the disposal of short-term investments $ 506,646 $ 72,232

Purchases of short-term investments ( 350,003 ) ( 283,488 )

Additions to property, plant and equipment ( 209,994 ) ( 287,333 )

3 unchanged sentences

Cash Flows from Financing Activities:

Payments related to share repurchases $ ( 145,698 ) $ ( 574,009 )

Cash dividends paid ( 65,310 ) ( 163,733 )

Payments of acquisition related contingent consideration ( 51,639 ) ( 44,243 )

Payments related to share repurchases ( 34,410 ) ( 14,471 )

Payments on financing lease obligations ( 1,675 ) ( 1,848 )

6 unchanged sentences

Significant non-cash investing and financing activities:

Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 34,789 $ 29,542

Right-of-use assets obtained in exchange for operating lease obligations $ 26,059 $ 1,299

Share repurchase obligation to The Coca-Cola Company — 553,723

Additions to property, plant and equipment accrued and recorded in accounts payable, trade 23,970 34,791

See accompanying notes to condensed consolidated financial statements.

10 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

Balance on March 28, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,477,000 $ 1,871 $ ( 127,467 ) $ ( 409 ) $ 1,499,414

Balance on June 27, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,642,592 $ 1,839 $ ( 162,222 ) $ ( 409 ) $ 1,630,219

Net income — — — 142,334 — — — 142,334

Other comprehensive loss, net of tax — — — — ( 32 ) — — ( 32 )

Other comprehensive income, net of tax — — — — 60 — — 60

Dividends declared:

4 unchanged sentences

Share repurchases ( 961 ) — — ( 114,007 ) — — — ( 114,968 )

Balance on June 27, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,642,592 $ 1,839 $ ( 162,222 ) $ ( 409 ) $ 1,630,219

Retirement of treasury stock ( 31,488 ) ( 6,281 ) — ( 124,862 ) — 162,222 409 —

Balance on September 26, 2025 $ 75,878 $ 10,047 $ 23,764 $ 1,524,336 $ 1,899 $ — $ — $ 1,635,924

Balance on December 31, 2024 $ 108,327 $ 16,328 $ 23,764 $ 1,395,183 $ 1,885 $ ( 127,467 ) $ ( 409 ) $ 1,417,611

Net income — — — 433,332 — — — 433,332

Other comprehensive loss, net of tax — — — — ( 46 ) — — ( 46 )

Other comprehensive income, net of tax — — — — 14 — — 14

Dividends declared:

4 unchanged sentences

Share repurchases ( 961 ) — — ( 114,007 ) — ( 34,755 ) — ( 149,723 )

Balance on June 27, 2025 $ 108,327 $ 16,328 $ 23,764 $ 1,642,592 $ 1,839 $ ( 162,222 ) $ ( 409 ) $ 1,630,219

Retirement of treasury stock ( 31,488 ) ( 6,281 ) — ( 124,862 ) — 162,222 409 —

Balance on September 26, 2025 $ 75,878 $ 10,047 $ 23,764 $ 1,524,336 $ 1,899 $ — $ — $ 1,635,924

(in thousands, except per share data) Common

7 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

Balance on March 29, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,517,852 $ ( 4,429 ) $ ( 60,845 ) $ ( 409 ) $ 1,601,186

Balance on June 28, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

Net income — — — 115,624 — — — 115,624

6 unchanged sentences

Share repurchases ( 5,987 ) — 5,389 ( 559,084 ) — 559,682 — —

Balance on June 28, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

Balance on September 27, 2024 $ 108,327 $ 16,328 $ 23,764 $ 1,216,235 $ ( 3,952 ) $ ( 75,306 ) $ ( 409 ) $ 1,284,987

Balance on December 31, 2023 $ 114,314 $ 16,328 $ 18,375 $ 1,352,111 $ ( 4,276 ) $ ( 60,845 ) $ ( 409 ) $ 1,435,598

Net income — — — 454,177 — — — 454,177

Other comprehensive loss, net of tax — — — — ( 127 ) — — ( 127 )

Other comprehensive income, net of tax — — — — 324 — — 324

Dividends declared:

4 unchanged sentences

Share repurchases ( 5,987 ) — 5,389 ( 559,084 ) — ( 14,461 ) — ( 574,143 )

Balance on June 28, 2024 $ 114,314 $ 16,328 $ 18,375 $ 1,685,977 $ ( 4,403 ) $ ( 634,988 ) $ ( 409 ) $ 1,195,194

Balance on September 27, 2024 $ 108,327 $ 16,328 $ 23,764 $ 1,216,235 $ ( 3,952 ) $ ( 75,306 ) $ ( 409 ) $ 1,284,987

See accompanying notes to condensed consolidated financial statements.

9 unchanged sentences

The condensed consolidated financial statements presented are:

• The financial position as of June 27, 2025 and December 31, 2024.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended June 27, 2025 (the “second quarter” of fiscal 2025 (“2025”)) and June 28, 2024 (the “second quarter” of fiscal 2024 (“2024”)) and the six-month periods ended June 27, 2025 (the “first half” of 2025) and June 28, 2024 (the “first half” of 2024).

• The changes in cash flows for the first half of 2025 and the first half of 2024.

• The financial position as of September 26, 2025 and December 31, 2024.

• The results of operations, comprehensive income and changes in stockholders’ equity for the three-month periods ended September 26, 2025 (the “third quarter” of fiscal 2025 (“2025”)) and September 27, 2024 (the “third quarter” of fiscal 2024 (“2024”)) and the nine-month periods ended September 26, 2025 (the “first nine months” of 2025) and September 27, 2024 (the “first nine months” of 2024).

• The changes in cash flows for the first nine months of 2025 and the first nine months of 2024.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.

3 unchanged sentences

Actual results could differ from those estimates.

On March 4, 2025, the Company announced that its Board of Directors had approved a 10 -for-1 forward stock split (the “Stock Split”) of the Company’s Common Stock, par value $ 1.00 per share (“Common Stock”), and the Company’s Class B Common Stock, par value $ 1.00 per share (“Class B Common Stock”).

Treasury Stock Retirement

In the third quarter of 2025, the Company retired 31,488,535 shares of the Company’s Common Stock, par value $ 1.00 per share (“Common Stock”), and 6,281,140 shares of the Company’s Class B Common Stock, par value $ 1.00 per share (“Class B Common Stock”), included in treasury stock.

The retired treasury stock had a carrying value of approximately $ 162.6 million.

The retirement of treasury stock was recorded as a reduction to Common Stock and Class B Common Stock at par value, with the excess of carrying value over par value recorded as a deduction from retained earnings.

On March 4, 2025, the Company announced that its Board of Directors had approved a 10 -for-1 forward stock split (the “Stock Split”) of Common Stock and Class B Common Stock.

The Stock Split was effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”).

10 unchanged sentences

The Company included in its Annual Report on Form 10-K for 2024 under the caption “Discussion of Critical Accounting Estimates” in “Item 7.

its financial condition and results of operations and that require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a discussion of the Company’s most critical accounting estimates, which are those the Company believes to be the most important to the portrayal of its financial condition and results of operations and that require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Any changes in critical accounting estimates are discussed with the Audit Committee of the Company’s Board of Directors during the quarter in which a change is contemplated and prior to making such change.

19 unchanged sentences

Frank Harrison, III

As of June 27, 2025, J.

As of September 26, 2025, J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 10,043,940 shares of Class B Common Stock, which represented approximately 73 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

1 unchanged sentence

The Company’s business consists primarily of the distribution, marketing and manufacture of nonalcoholic beverages of The Coca‑Cola Company, which is the sole owner of the formulas under which the primary components of the Company’s soft drink products, either concentrate or syrup, are manufactured.

As of June 27, 2025, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

As of September 26, 2025, The Coca‑Cola Company owned shares of Common Stock representing approximately 7 % of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis.

The number of shares of Common Stock currently held by The Coca‑Cola Company gives it the right to have a designee proposed by the Company for nomination to the Company’s Board of Directors in the Company’s annual proxy statement.

4 unchanged sentences

The following table summarizes the significant cash transactions between the Company and The Coca‑Cola Company:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

13 unchanged sentences

These acquisition related sub-bottling payments are based on gross profit derived from the Company’s sales of certain beverages and beverage products that are sold under the same trademarks that identify a covered beverage, a beverage product or certain cross-licensed brands applicable to the System Transformation.

Acquisition related sub-bottling payments to CCR were $ 35.2 million in the first half of 2025 and $ 23.7 million in the first half of 2024.

Acquisition related sub-bottling payments to CCR were $ 51.6 million in the first nine months of 2025 and $ 44.2 million in the first nine months of 2024.

The following table summarizes the liability recorded by the Company to reflect the estimated fair value of contingent consideration related to future expected acquisition related sub-bottling payments to CCR:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 74,680 $ 63,982

4 unchanged sentences

The Company accounts for Southeastern as an equity method investment.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of June 27, 2025 and $ 20.9 million as of December 31, 2024.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of September 26, 2025 and $ 20.9 million as of December 31, 2024.

South Atlantic Canners, Inc.

2 unchanged sentences

The Company accounts for SAC as an equity method investment.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance

sheets, was $ 30.1 million as of June 27, 2025 and $ 25.3 million as of December 31, 2024.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 32.5 million as of September 26, 2025 and $ 25.3 million as of December 31, 2024.

The Company also guarantees a portion of SAC’s debt;

1 unchanged sentence

The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 4.8 million in the first half of 2025 and $ 4.5 million in the first half of 2024.

Proceeds from management fees received from SAC, which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations, were $ 7.2 million in the first nine months of 2025 and $ 6.9 million in the first nine months of 2024.

Coca‑Cola Bottlers’ Sales & Services Company LLC (“CCBSS”)

2 unchanged sentences

CCBSS negotiates the procurement for the majority of the Company’s raw materials, excluding concentrate, and the Company receives a rebate from CCBSS for the purchase of these raw materials.

The Company had rebates due from CCBSS of $ 17.2 million on June 27, 2025 and $ 14.5 million on December 31, 2024, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

The Company had rebates due from CCBSS of $ 20.0 million on September 26, 2025 and $ 14.5 million on December 31, 2024, which were classified as accounts receivable, other in the condensed consolidated balance sheets.

Changes in rebates receivable relate to volatility in raw material prices and the timing of cash receipts of rebates.

2 unchanged sentences

The Company accounts for CONA as an equity method investment.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 28.8 million as of June 27, 2025 and $ 27.5 million as of December 31, 2024.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 28.4 million as of September 26, 2025 and $ 27.5 million as of December 31, 2024.

Pursuant to an amended and restated master services agreement with CONA, the Company is authorized to use the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers.

In exchange for the Company’s rights to use the CONA System and receive CONA-related services, it is charged service fees by CONA.

The Company incurred service fees to CONA of $ 12.2 million in the first half of 2025 and $ 13.0 million in the first half of 2024.

The Company incurred service fees to CONA of $ 19.1 million in the first nine months of 2025 and $ 20.2 million in the first nine months of 2024.

Related Party Leases

3 unchanged sentences

The annual base rent the Company is obligated to pay under this lease is subject to an adjustment for an inflation factor and the lease expires on December 31, 2029.

The principal balance outstanding under this lease was $ 17.6 million on June 27, 2025 and $ 19.3 million on December 31, 2024.

Rental payments for this lease were $ 1.0 million in both the second quarter of 2025 and the second quarter of 2024 and $ 2.0 million in both the first half of 2025 and the first half of 2024.

The principal balance outstanding under this lease was $ 16.8 million on September 26, 2025 and $ 19.3 million on December 31, 2024.

Rental payments for this lease were $ 1.0 million in both the third quarter of 2025 and the third quarter of 2024 and $ 3.1 million in the first nine months of 2025 and $ 3.0 million in the first nine months of 2024.

Long-Term Performance Equity Plan

4 unchanged sentences

These awards may be settled in cash and/or shares of Class B Common Stock, based on the average of the closing prices of shares of Common Stock during the last 20 trading days of the performance period.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 3.9 million and $ 3.8 million in the second quarter of 2025 and the second quarter of 2024, respectively, and $ 6.0 million and $ 5.8 million in the first half of 2025 and the first half of 2024, respectively.

Compensation expense for the Long-Term Performance Equity Plan, which was included in selling, delivery and administrative (“SD&A”) expenses in the condensed consolidated statements of operations, was $ 2.4 million and $ 2.3 million in the third quarter of 2025 and the third quarter of 2024, respectively, and $ 8.3 million and $ 8.1 million in the first nine months of 2025 and the first nine months of 2024, respectively.

Revenue Recognition

2 unchanged sentences

Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans.

Bottle/can net pricing is based on the invoice price charged to

customers reduced by any promotional allowances.

Bottle/can net pricing is based on the invoice price charged to customers reduced by any promotional allowances.

Bottle/can net pricing per unit is impacted by the price charged per package, the sales volume generated for each package and the channels in which those packages are sold.

5 unchanged sentences

Bottle/can sales, sales to other Coca‑Cola bottlers and post-mix sales are recognized when control transfers to a customer, which is generally upon delivery and is considered a single point in time (“point in time”).

Point in time sales accounted for approximately 99 % of the Company’s net sales in the first half of 2025 and approximately 98 % of the Company’s net sales in the first half of 2024.

Point in time sales accounted for approximately 99 % of the Company’s net sales in the first nine months of 2025 and approximately 98 % of the Company’s net sales in the first nine months of 2024.

Other sales, which include revenue for service fees related to the repair of cold drink equipment and delivery fees for freight hauling and brokerage services, are recognized over time (“over time”).

5 unchanged sentences

The following table represents a disaggregation of revenue from contracts with customers:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

11 unchanged sentences

Returned product is recognized as a reduction to net sales.

The Company’s reserve for customer returns was $ 5.4 million as of June 27, 2025 and $ 5.2 million as of December 31, 2024.

The Company’s reserve for customer returns was $ 5.6 million as of September 26, 2025 and $ 5.2 million as of December 31, 2024.

The Company estimates an allowance for credit losses, based on historic days’ sales outstanding trends, aged customer balances, previously written-off balances and expected recoveries up to balances previously written off, in order to present the net amount expected to be collected.

Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses.

Following is a summary of activity for the allowance for credit losses during the first half of 2025 and the first half of 2024:

Following is a summary of activity for the allowance for credit losses during the first nine months of 2025 and the first nine months of 2024:

First Nine Months

(in thousands) 2025 2024

13 unchanged sentences

The Company’s segment results are as follows:

Second Quarter 2025

Third Quarter 2025

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

15 unchanged sentences

$ 49,993 $ 5,093 $ — $ 55,086

Second Quarter 2024

Third Quarter 2024

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

15 unchanged sentences

$ 44,511 $ 4,259 $ — $ 48,770

First Half 2025

First Nine Months 2025

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

15 unchanged sentences

$ 147,427 $ 15,797 $ — $ 163,224

First Half 2024

First Nine Months 2024

(in thousands) Nonalcoholic Beverages All Other Eliminations (1)

24 unchanged sentences

The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands, except per share data) 2025 2024 2025 2024

28 unchanged sentences

Numerator for diluted net income per Class B Common Stock share $ 16,661 $ 13,386 $ 50,602 $ 49,846

Third Quarter First Nine Months

(in thousands, except per share data) 2025 2024 2025 2024

Denominator for basic net income per Common Stock and Class B Common Stock share:

4 unchanged sentences

Class B Common Stock weighted average shares outstanding – diluted 10,174 10,159 10,189 10,173

Second Quarter First Half

(in thousands, except per share data) 2025 2024 2025 2024

Basic net income per share:

21 unchanged sentences

All share or per share amounts reflected above have been retroactively adjusted to reflect the effects of the Stock Split.

(7) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $ 1.00 billion of Common Stock.

(7) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program (the “Share Repurchase Program”) under which the Company is authorized to repurchase up to $ 1.00 billion of Common Stock.

The share repurchase authorization is discretionary and has no expiration date.

There were 291,930 split-adjusted shares of Common Stock repurchased under the share repurchase program during the second quarter of 2025.

Refer to “Item 2.

There were 961,379 and 1,253,309 shares of Common Stock repurchased under the Share Repurchase Program during the third quarter and first nine months of 2025, respectively.

Refer to “Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” for further details related to the Share Repurchase Program.

2 unchanged sentences

Short-term investments that are not classified as held-to-maturity are carried at fair value and classified as available-for-sale.

As of June 27, 2025 and December 31, 2024, all of the Company’s short-term investments were classified as available-for-sale.

As of September 26, 2025 and December 31, 2024, all of the Company’s short-term investments

were classified as available-for-sale.

Realized gains and losses on available-for-sale investments are included in net income.

Unrealized gains and losses, net of tax, on available-for-sale investments are included in the condensed consolidated balance sheets as a component of accumulated other comprehensive income.

As of June 27, 2025, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

As of September 26, 2025, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

Gross Unrealized

13 unchanged sentences

Total short-term investments $ 301,177 $ 155 $ ( 122 ) $ 301,210

As of June 27, 2025 and December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheets and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first half of 2025 or the first half of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 111.7 million during the second quarter of 2025 and $ 15.5 million during the second quarter of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the second quarter of 2025 or the second quarter of 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 224.5 million during the first half of 2025 and $ 16.6 million during the first half of 2024.

There were no gross realized gains or losses on the Company’s available-for-sale investments during the first half of 2025 or the first half of 2024.

As of September 26, 2025 and December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the condensed consolidated balance sheets and had weighted average maturities of less than one year.

The Company did not identify any other-than-temporary impairment on its available-for-sale investments during the first nine months of 2025 or the first nine months of 2024.

The sale and/or maturity of available-for-sale investments resulted in the following realized activity during the third quarter and first nine months of 2025 and 2024:

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

Gross realized gains $ 21 $ — $ 21 $ —

Gross realized losses ( 46 ) — ( 46 ) —

Proceeds 282,161 55,589 506,646 72,232

Inventories consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Finished products $ 236,603 $ 203,373

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Repair parts $ 37,570 $ 34,465

Prepaid taxes 13,713 12,119

Prepaid software 10,923 8,616

1 unchanged sentence

Commodity hedges at fair market value 3,783 2,472

Prepaid taxes 2,470 12,119

Other prepaid expenses and other current assets 28,520 33,517

2 unchanged sentences

The principal categories and estimated useful lives of property, plant and equipment, net were as follows:

(in thousands) June 27, 2025 December 31, 2024 Estimated Useful Lives

(in thousands) September 26, 2025 December 31, 2024 Estimated Useful Lives

Land $ 131,714 $ 132,543

11 unchanged sentences

Following is a summary of the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:

June 27, 2025 December 31, 2024

September 26, 2025 December 31, 2024

Weighted average remaining lease term:

5 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of operations:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

The future minimum lease payments related to the Company’s leases include renewal options the Company has determined to be reasonably certain and exclude payments to landlords for real estate taxes and common area maintenance.

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of June 27, 2025:

Following is a

summary of future minimum lease payments for all noncancelable operating leases and financing leases as of September 26, 2025:

(in thousands) Operating Leases Financing Leases

24 unchanged sentences

Following is a summary of the Company’s leases within the condensed consolidated statements of cash flows:

First Nine Months

(in thousands) 2025 2024

8 unchanged sentences

Distribution agreements, net, which are amortized on a straight-line basis and have estimated useful lives of 20 to 40 years, consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Distribution agreements at cost $ 990,191 $ 990,191

3 unchanged sentences

Customer lists, net, which are amortized on a straight-line basis and have estimated useful lives of five to 12 years, consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Customer lists at cost $ 25,288 $ 25,288

8 unchanged sentences

All outstanding amounts related to suppliers participating in the SCF program are recorded in accounts payable, trade in the condensed consolidated balance sheets, and associated payments are included in operating activities in the condensed consolidated statements of cash flows.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 67.4 million as of June 27, 2025 and $ 52.2 million as of December 31, 2024.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 62.7 million as of September 26, 2025 and $ 52.2 million as of December 31, 2024.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Current portion of acquisition related contingent consideration $ 74,680 $ 63,982

2 unchanged sentences

Employee and retiree benefit plan accruals 33,694 33,446

Accrued taxes (other than income taxes) 8,259 6,821

Accrued interest payable 27,059 7,611

Accrued taxes (other than income taxes) 8,091 6,821

All other accrued expenses 30,226 20,908

2 unchanged sentences

The Company is subject to the risk of increased costs arising from adverse changes in certain commodity prices.

In the normal course of business, the Company manages this risk through a variety of strategies, including the use of commodity derivative instruments.

In the normal course of business, the Company manages this risk, where practicable, through a variety of strategies, including the use of commodity derivative instruments.

The Company does not use commodity derivative instruments for trading or speculative purposes.

7 unchanged sentences

The following table summarizes pre-tax changes in the fair values of the Company’s commodity derivative instruments and the classification of such changes in the condensed consolidated statements of operations:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

The following table summarizes the fair values of the Company’s commodity derivative instruments and the classification of such instruments in the condensed consolidated balance sheets:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Prepaid expenses and other current assets $ 3,783 $ 2,472

2 unchanged sentences

The following table summarizes the Company’s gross commodity derivative instrument assets and gross commodity derivative instrument liabilities in the condensed consolidated balance sheets:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Gross commodity derivative instrument assets $ 5,059 $ 2,472

1 unchanged sentence

The following table summarizes the Company’s outstanding commodity derivative instruments:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Notional amount of outstanding commodity derivative instruments $ 40,338 $ 50,928

20 unchanged sentences

The following tables summarize the carrying amounts and the fair values by level of the Company’s deferred compensation plan assets and liabilities, short-term investments, commodity derivative instruments, debt and acquisition related contingent consideration:

June 27, 2025

September 26, 2025

(in thousands) Carrying

26 unchanged sentences

A summary of the Level 3 activity is as follows:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Ending balance - Level 3 liability $ 707,820 $ 705,571 $ 707,820 $ 705,571

As of June 27, 2025 and June 28, 2024, a WACC of 8.9 % and 9.0 %, respectively, was utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability during the first half of 2025 was primarily driven by a decrease in the WACC used to calculate the fair value of the liability and changes in projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first half of 2025.

As of September 26, 2025 and September 27, 2024, a WACC of 8.6 % was utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability during the first nine months of 2025 was driven by a decrease in the WACC used to calculate the fair value of the liability from 9.3 % as of December 31, 2024 and higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first nine months of 2025.

For the next five future years, the Company anticipates that the amount it could pay annually under the acquisition related contingent consideration arrangements for the distribution territories subject to acquisition related sub-bottling payments will be in the range of approximately $ 50 million to $ 80 million.

The Company’s effective income tax rate was 25.9 % for the first half of 2025 and 25.6 % for the first half of 2024.

The Company’s income tax expense was $ 101.5 million for the first half of 2025 and $ 116.5 million for the first half of 2024.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first half of 2025 compared to the first half of 2024.

The Company had uncertain tax positions, including accrued interest, of $ 0.5 million on June 27, 2025 and $ 0.4 million on December 31, 2024, all of which would affect the Company’s effective income tax rate if recognized.

The Company’s effective income tax rate was 25.9 % for the first nine months of 2025 and 25.6 % for the first nine months of 2024.

The Company’s income tax expense was $ 151.4 million for the first nine months of 2025 and $ 156.4 million for the first nine months of 2024.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first nine months of 2025 compared to the first nine months of 2024.

The Company had uncertain tax positions, including accrued interest, of $ 0.5 million on September 26, 2025 and $ 0.4 million on December 31, 2024, all of which would affect the Company’s effective income tax rate if recognized.

Prior tax years beginning in year 2021 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 2001 remain open to examination by certain state tax jurisdictions due to loss carryforwards.

On July 4, 2025, subsequent to the end of the second quarter of 2025, H.R.

On July 4, 2025, H.R.

1, commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”), was enacted into law.

6 unchanged sentences

The components of net periodic pension cost were as follows:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Contributions to the Bargaining Plan are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes.

The Company did not make any contributions to the Bargaining Plan during the first half of 2025.

The Company expects to make cash contributions to the Bargaining Plan of up to $ 5 million during 2025.

The Company contributed $ 5.0 million to the Bargaining Plan during the first nine months of 2025 to fund the ongoing projected benefit obligation of the Bargaining Plan.

The Company does not anticipate making additional contributions to the Bargaining Plan during the fourth quarter of 2025.

Postretirement Benefits

3 unchanged sentences

The components of net periodic postretirement benefit cost were as follows:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Other liabilities consisted of the following:

(in thousands) June 27, 2025 December 31, 2024

(in thousands) September 26, 2025 December 31, 2024

Noncurrent portion of acquisition related contingent consideration $ 633,140 $ 590,209

7 unchanged sentences

Rate Interest

Nonpublic June 27,

Nonpublic September 26,

2025 December 31,

17 unchanged sentences

(1) The 2025 Senior Bonds were issued at 99.975 % of par.

As of June 27, 2025 and December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the condensed consolidated balance sheets.

As of September 26, 2025 and December 31, 2024, the 2025 Senior Bonds, net of debt issuance costs and unamortized discount, were classified as current portion of debt in the condensed consolidated balance sheets.

(2) The 2029 Senior Bonds were issued at 99.843 % of par.

7 unchanged sentences

a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreement.

The Company was in compliance with these covenants as of June 27, 2025.

The Company was in compliance with these covenants as of September 26, 2025.

These covenants have not restricted the Company’s liquidity or capital resources.

5 unchanged sentences

The Company is also obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034.

The Company purchased 13.3 million cases and 11.9 million cases of finished product from SAC in the first half of 2025 and the first half of 2024, respectively.

The Company purchased 20.4 million cases and 19.0 million cases of finished product from SAC in the first nine months of 2025 and the first nine months of 2024, respectively.

The following table summarizes the Company’s purchases from these manufacturing cooperatives:

Second Quarter First Half

Third Quarter First Nine Months

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

The Company guarantees a portion of SAC’s debt, which matures in 2028, based on the ratio of SAC’s total liabilities to SAC’s shareholders’ equity as of December 31 of each year.

As of June 27, 2025 and December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt.

As of September 26, 2025 and December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt.

In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee.

3 unchanged sentences

The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified.

No impairment of the Company’s investment in SAC was identified as of June 27, 2025, and there was no impairment identified in 2024.

No impairment of the Company’s investment in SAC was identified as of September 26, 2025, and there was no impairment identified in 2024.

Other Commitments and Contingencies

The Company has standby letters of credit, primarily related to its property and casualty insurance programs.

These letters of credit totaled $ 47.5 million on June 27, 2025 and $ 39.0 million on December 31, 2024.

These letters of credit totaled $ 47.5 million on September 26, 2025 and $ 39.0 million on December 31, 2024.

The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations.

As of June 27, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 124.0 million.

As of December 31, 2024, the future payments related to these contractual arrangements, which expired at various dates through 2034, amounted to $ 135.5 million.

As of September 26, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 141.6 million.

As of December 31, 2024, the future payments related to these contractual arrangements, which expire at various dates through 2034, amounted to $ 135.5 million.

The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business.

6 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI(L)”) is composed of adjustments to the Company’s pension and postretirement medical benefit plans and unrealized gains/losses on the Company’s short-term investments.

Following is a summary of AOCI(L) for the second quarter of 2025 and the second quarter of 2024:

(in thousands) March 28, 2025 Pre-tax Activity Tax Effect June 27, 2025

Following is a summary of AOCI(L) for the third quarter of 2025 and the third quarter of 2024:

Gains (Losses) During the Period Reclassification to Income

(in thousands) June 27, 2025 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect September 26, 2025

Net pension activity:

4 unchanged sentences

Prior service costs ( 624 ) — — — — ( 624 )

Unrealized gain (loss) on short-term investments 14 ( 37 ) 8 ( 15 )

Unrealized (loss) gain on short-term investments ( 15 ) 71 ( 17 ) 12 ( 3 ) 48

Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 )

Total AOCI(L) $ 1,839 $ 71 $ ( 17 ) $ 7 $ ( 1 ) $ 1,899

(in thousands) March 29, 2024 Pre-tax Activity Tax Effect June 28, 2024

Gains (Losses) During the Period Reclassification to Income

(in thousands) June 28, 2024 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect September 27, 2024

Net pension activity:

4 unchanged sentences

Prior service costs ( 624 ) — — — — ( 624 )

Unrealized loss on short-term investments ( 176 ) 4 ( 1 ) ( 173 )

Unrealized (loss) gain on short-term investments ( 173 ) 566 ( 138 ) — — 255

Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 )

Total AOCI(L) $ ( 4,403 ) $ 566 $ ( 138 ) $ 30 $ ( 7 ) $ ( 3,952 )

Following is a summary of AOCI(L) for the first half of 2025 and the first half of 2024:

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect June 27, 2025

Following is a summary of AOCI(L) for the first nine months of 2025 and the first nine months of 2024:

Gains (Losses) During the Period Reclassification to Income

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect September 26, 2025

Net pension activity:

4 unchanged sentences

Prior service costs ( 624 ) — — — — ( 624 )

Unrealized gain (loss) on short-term investments 25 ( 51 ) 11 ( 15 )

Unrealized gain on short-term investments 25 20 ( 6 ) 12 ( 3 ) 48

Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 )

Total AOCI(L) $ 1,885 $ 20 $ ( 6 ) $ ( 3 ) $ 3 $ 1,899

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect June 28, 2024

Gains (Losses) During the Period Reclassification to Income

(in thousands) December 31, 2023 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect September 27, 2024

Net pension activity:

4 unchanged sentences

Prior service costs ( 624 ) — — — — ( 624 )

Unrealized loss on short-term investments — ( 228 ) 55 ( 173 )

Unrealized gain on short-term investments — 338 ( 83 ) — — 255

Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 )

2 unchanged sentences

Changes in current assets and current liabilities affecting cash were as follows:

First Nine Months

(in thousands) 2025 2024

12 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-Q

Item 1. Financial Statements