What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-20 · 203 added, 183 removed, 1352 unchanged (22% of the section changed)

30 unchanged sentences

Net income $ 570,582 $ 633,125 $ 408,375

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Defined benefit plans reclassification including pension costs:

Actuarial gain 21 3,885 3,762

Prior service credits (costs) 12 8 ( 116 )

Prior service (costs) credits ( 82 ) 12 8

Postretirement benefits reclassification including benefit costs:

Actuarial gain (loss) 2,239 ( 6,031 ) 7,991

Unrealized gain on short-term investments 25 — —

Actuarial (loss) gain ( 7,804 ) 2,239 ( 6,031 )

Net change in unrealized gain/loss on short-term investments ( 25 ) 25 —

Pension plan settlement — — 82,822

Foreign currency translation adjustment — — 9

Other comprehensive income, net of tax 6,161 80,561 15,626

Other comprehensive (loss) income, net of tax ( 7,890 ) 6,161 80,561

Comprehensive income $ 562,692 $ 639,286 $ 488,936

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Total assets $ 4,302,998 $ 5,313,139

LIABILITIES AND EQUITY

LIABILITIES AND (DEFICIT)/EQUITY

Current Liabilities:

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Accrued compensation 154,899 168,692

Dividends payable — 154,666

Current portion of debt 100,000 349,699

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Commitments and Contingencies

(Deficit)/Equity:

Convertible Preferred Stock, $ 100.00 par value:

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authorized - 100,000,000 shares;

issued - 1,632,810 shares

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

10,047 16,328

Class C Common Stock, $ 1.00 par value:

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Additional paid in capital 23,764 23,764

Retained earnings 1,395,183 1,352,111

Accumulated other comprehensive income (loss) 1,885 ( 4,276 )

Retained (deficit) earnings ( 824,046 ) 1,395,183

Accumulated other comprehensive (loss) income ( 6,005 ) 1,885

Treasury stock, at cost:

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Treasury stock, at cost:

Class B Common Stock - 628,114 shares

( 409 ) ( 409 )

Total equity 1,417,611 1,435,598

Total liabilities and equity $ 5,313,139 $ 4,288,942

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

Total (deficit)/equity ( 739,723 ) 1,417,611

Total liabilities and (deficit)/equity $ 4,302,998 $ 5,313,139

See accompanying notes to consolidated financial statements.

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Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation expense from property, plant and equipment and financing leases 170,343 153,472 147,962

Depreciation and amortization expense from property, plant and equipment and financing leases 195,081 170,343 153,472

Amortization of intangible assets and deferred proceeds, net 23,449 23,448 23,494

Fair value adjustment of acquisition related contingent consideration 131,901 59,166 159,354

Loss on sale of property, plant and equipment 3,168 7,181 5,642

Deferred income taxes 13,704 2,529 ( 49,021 )

Amortization of debt costs 3,346 2,310 991

Loss on sale of property, plant and equipment 644 3,168 7,181

Pension plan settlement expense — — 112,796

Deferred payroll taxes under CARES Act — — ( 18,739 )

Change in current assets less current liabilities 10,551 ( 3,774 ) 29,138

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Cash Flows from Investing Activities:

Additions to property, plant and equipment $ ( 371,015 ) $ ( 282,304 ) $ ( 298,611 )

Purchases of short-term investments ( 446,309 ) — —

Proceeds from the disposal of short-term investments $ 696,415 $ 150,274 $ —

Purchases of short-term investments ( 390,111 ) ( 446,309 ) —

Additions to property, plant and equipment ( 312,315 ) ( 371,015 ) ( 282,304 )

Investment in equity method investees ( 19,600 ) ( 15,720 ) ( 13,741 )

Proceeds from the sale of property, plant and equipment 6,594 569 695

Acquisition of distribution rights — — ( 30,649 )

Net cash used in investing activities $ ( 19,017 ) $ ( 682,201 ) $ ( 295,350 )

Cash Flows from Financing Activities:

Proceeds from bond issuance $ 1,200,000 $ — $ —

Payments related to share repurchases $ ( 2,606,031 ) $ ( 625,654 ) $ —

Proceeds from bridge loan 1,200,000 — —

Proceeds from term loan facility upon modification 950,000 — —

Repayment of bridge loan upon extinguishment ( 800,000 ) — —

Repayment of senior bonds ( 350,000 ) — —

Cash dividends paid ( 86,673 ) ( 185,635 ) ( 46,868 )

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Payments on financing lease obligations ( 1,809 ) ( 2,488 ) ( 2,303 )

Payments on term loan facility and senior notes — — ( 125,000 )

Net cash provided by (used in) financing activities $ 306,399 $ ( 77,719 ) $ ( 174,187 )

Net increase in cash $ 500,555 $ 437,621 $ 55,334

Cash at beginning of year 635,269 197,648 142,314

Cash at end of year $ 1,135,824 $ 635,269 $ 197,648

Proceeds from bond issuance — 1,200,000 —

Net cash (used in) provided by financing activities $ ( 1,766,793 ) $ 306,399 $ ( 77,719 )

Net (decrease) increase in cash and cash equivalents $ ( 853,906 ) $ 500,555 $ 437,621

Cash and cash equivalents at beginning of year 1,135,824 635,269 197,648

Cash and cash equivalents at end of year $ 281,918 $ 1,135,824 $ 635,269

See accompanying notes to consolidated financial statements.

COCA-COLA CONSOLIDATED, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data) Common

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except per share data) Common

Stock Class B

Stock Additional Paid-in Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Earnings (Deficit) Accumulated

Comprehensive (Loss) Income Treasury

Stock Treasury

Equity (Deficit)

Balance on December 31, 2022 $ 114,314 $ 16,328 $ 18,375 $ 1,112,462 $ ( 84,837 ) $ ( 60,845 ) $ ( 409 ) $ 1,115,388

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— — — ( 18,084 ) — — — ( 18,084 )

Conversion of 1,227,546 shares of Class B Common Stock

1,227 ( 1,227 ) — — — — — —

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

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— — — ( 3,517 ) — — — ( 3,517 )

Share repurchases (1)

( 5,987 ) — 5,389 ( 559,084 ) — ( 66,622 ) — ( 626,304 )

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

Net income — — — 570,582 — — — 570,582

Other comprehensive income, net of tax — — — — 6,161 — — 6,161

Other comprehensive loss, net of tax — — — — ( 7,890 ) — — ( 7,890 )

Dividends declared:

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( 20,322 ) — — ( 2,578,276 ) — ( 34,755 ) — ( 2,633,353 )

Retirement of Treasury Stock ( 31,488 ) ( 6,281 ) — ( 124,862 ) — 162,222 409 —

Balance on December 31, 2025 $ 56,517 $ 10,047 $ 23,764 $ ( 824,046 ) $ ( 6,005 ) $ — $ — $ ( 739,723 )

(1) The share repurchases relate to shares repurchased in a tender offer and a separate share repurchase transaction with a subsidiary of The Coca‑Cola Company, both discussed in Note 2, as well as a separate share repurchase program approved by the Board of Directors, discussed in Note 5.

(1) The share repurchases relate to shares repurchased in a tender offer and a separate share repurchase transaction with a subsidiary of The Coca‑Cola Company, as well as shares repurchased under a separate share repurchase program approved by the Board of Directors (as discussed in Note 5).

(2) The share repurchases relate to the Repurchase (as defined in Note 2), as well as shares repurchased under a separate share repurchase program approved by the Board of Directors (as discussed in Note 5).

See accompanying notes to consolidated financial statements.

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Approximately 85 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world.

The Company also distributes products for several other beverage companies, including Keurig Dr Pepper Inc.

and Monster Energy Company.

The Company also distributes products for several other beverage companies, including Monster Energy Company and Keurig Dr Pepper Inc.

The Company offers a range of nonalcoholic beverage products and flavors, including both sparkling and still beverages, designed to meet the demands of its consumers.

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The Company’s products are sold and distributed in the United States through various channels, which include selling directly to customers, including grocery stores, mass merchandise stores, club stores, convenience stores and drug stores, selling to on-premise locations, where products are typically consumed immediately, such as restaurants, schools, amusement parks and recreational facilities, and selling through other channels such as vending machine outlets.

The Company manages its business on the basis of three operating segments.

The Company manages its business on the basis of two operating segments.

Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations.

The additional two operating segments, which include Data Ventures, Inc.

and the Red Classic subsidiaries, do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.”

The additional operating segment, which includes the Red Classic subsidiaries, does not meet the quantitative threshold for separate reporting, and, therefore, has been reported as “All Other.”

Principles of Consolidation

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Pension and Postretirement Benefit Plans

The Company has historically sponsored two pension plans.

The primary Company-sponsored pension plan (the “Primary Plan”) was frozen as of June 30, 2006 and no benefits accrued to participants after that date.

During 2023, the Primary Plan was fully settled.

The second Company-sponsored pension plan (the “Bargaining Plan”) is for certain employees under collective bargaining agreements.

The Company sponsors a pension plan (the “Bargaining Plan”) for certain employees under collective bargaining agreements.

Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants.

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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.

Other sales include sales to other Coca‑Cola bottlers, post-mix sales, transportation revenue and equipment maintenance revenue.

Other sales include sales to other Coca‑Cola bottlers,

post-mix sales, transportation revenue and equipment maintenance revenue.

Post-mix products are dispensed through equipment that mixes fountain syrups with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.

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The Company receives marketing funding support payments in cash from The Coca‑Cola Company and other beverage companies.

The Company’s brand partners also provide funding related to the delivery of post-mix gallons to locally managed customers within the Company’s territory.

The Company’s brand partners also provide funding related to the delivery of post-mix gallons to locally managed customers within the Company’s territories.

Payments to the Company for marketing and other funding programs to promote bottle/can sales volume and fountain syrup sales volume are recognized as a reduction to cost of sales, primarily on a per unit basis, as the product is sold.

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These commodity derivative instruments are not designated as hedging instruments under GAAP and are used as “economic hedges” to manage certain commodity price risk.

The Company uses several different financial institutions for commodity derivative instruments to minimize the

concentration of credit risk.

The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk.

While the Company would be exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these counterparties.

Commodity derivative instruments held by the Company are marked to market on a quarterly basis and are recognized in earnings consistent with the expense classification of the underlying hedged item.

The Company generally pays a fee for these commodity derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument.

The Company generally pays a fee for these commodity

derivative instruments, which is amortized over the corresponding period of each commodity derivative instrument.

Settlements of commodity derivative instruments are included in cash flows from operating activities in the consolidated statements of cash flows.

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Each share of Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to 20 votes per share at all meetings of the Company’s stockholders.

Except as otherwise required by law, holders of the Common Stock and the

Class B Common Stock vote together as a single class on all matters submitted to the Company’s stockholders, including the election of the Board of Directors.

Except as otherwise required by law, holders of the Common Stock and the Class B Common Stock vote together as a single class on all matters submitted to the Company’s stockholders, including the election of the Board of Directors.

As a result, the holders of the Class B Common Stock control approximately 78 % of the total voting power of the stockholders of the Company and control the election of the Board of Directors.

In the event of liquidation, there is no preference between the two classes of common stock.

Treasury Stock Retirement

In the third quarter of 2025, the Company retired 31,488,535 shares of Common Stock and 6,281,140 shares of Class B Common Stock included in treasury stock.

The retired treasury stock had a carrying value of $ 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 (deficit) earnings.

Subsequent to the retirement of the above treasury shares in the third quarter of 2025, all additional shares of the Company’s Common Stock that were repurchased during 2025 were immediately retired.

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”).

The Amendment also effected a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment obtained stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which took place on May 13, 2025.

Each stockholder of record as of the close of business on May 16, 2025 received nine additional shares for each share of Common Stock or Class B Common Stock held as of such date reflected in the stockholder’s account on May 23, 2025.

Trading began on a split-adjusted basis on May 27, 2025.

The par value per share of Common Stock and Class B Common Stock remains unchanged.

Accordingly, an amount equal to the par value of the additional shares issued in the Stock Split was reclassified from additional paid-in capital to Common Stock and Class B Common Stock in the Company’s consolidated financial statements.

All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Stock Split.

No cash dividend or dividend of property or stock other than stock of the Company, as specifically described in the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), may be declared and paid on the Class B Common Stock unless an equal or greater dividend is declared and paid on the Common Stock.

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The Company’s Board of Directors has declared, and the Company has paid, dividends on the Common Stock and the Class B Common Stock and each class of common stock has participated equally in all dividends declared by the Board of Directors and paid by the Company since 1994.

During 2024, dividends of $ 3.50 per share were declared and dividends of $ 20.00 per share were paid on both the Common Stock and the Class B Common Stock.

During 2023, dividends of $ 18.00 per share were declared and dividends of $ 5.00 per share were paid on both the Common Stock and the Class B Common Stock.

During 2022, dividends of $ 4.50 per share were declared and dividends of $ 1.00 per share were paid on both the Common Stock and the Class B Common Stock.

Dividends paid per share on both the Common Stock and the Class B Common Stock were $ 1.00 per share in 2025, $ 2.00 per share in 2024 and $ 0.50 per share in 2023.

Total cash dividends paid were $ 86.7 million in 2025, $ 185.6 million in 2024 and $ 46.9 million in 2023.

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The Class B Common Stock conversion rights allow the Class B Common Stock to participate in dividends equally with the Common Stock.

Class B Common Stock is convertible into Common Stock on a one -for-one per share basis at any time at the option of the holder.

Class B Common Stock is convertible into Common Stock on a one -for-one per share basis at any time at the option of the

Accordingly, the holders of the Class B Common Stock can participate equally in any dividends declared on the Common Stock by exercising their conversion rights.

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Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities-Supplier Finance Programs,” which requires additional quantitative and qualitative disclosures related to a company’s supply chain finance programs to enhance the transparency of these programs.

The new guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 in the first quarter of

2023, with the exception of the amendment on rollforward information, which the Company adopted in the fourth quarter of 2024.

The adoption did not have a material impact on the Company’s consolidated financial statements.

See Note 13 for disclosure related to the Company’s supply chain finance program.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly provided to the Chief Operating Decision Maker (the “CODM”).

It also requires disclosure and a description of the composition of other amounts by reportable segment, disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods and disclosure of the CODM’s title and process for assessing a reportable segment’s profit or loss.

The new guidance is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth quarter of 2024, noting no material impact on its consolidated financial statements.

See Note 4 for disclosure related to the Company’s segment reporting.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the rate reconciliation, including additional information for reconciling items that meet a quantitative threshold, and specific disaggregation of income taxes paid and tax expense.

The amendment is effective for fiscal years beginning after December 15, 2024.

The Company has evaluated the impact ASU 2023-09 will have on its consolidated financial statements and does not expect a material impact upon adoption.

The Company conformed to ASU 2023-09, effective December 31, 2025, using a retrospective approach and included the required disclosures in the income tax notes within the consolidated financial statements.

The standard update did not affect the Company’s operating results.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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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 December 31, 2024, 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.

Frank Harrison, III and the trustees of certain trusts established for the benefit of certain relatives of the late J.

Frank Harrison, Jr.

have agreed to vote the shares of Common Stock and Class B Common Stock that they control in favor of such designee.

The Coca‑Cola Company does not own any shares of Class B Common Stock.

On May 6, 2024, the Company announced its intention to purchase up to $ 3.10 billion in value of Common Stock through both a modified “Dutch auction” tender offer (the “Tender Offer”) for up to $ 2.00 billion of Common Stock and a separate share purchase agreement (the “Purchase Agreement”) with Carolina Coca-Cola Bottling Investments, Inc., an indirect wholly owned subsidiary of The Coca‑Cola Company (“CCCBI”).

On May 20, 2024, the Company launched its offer to purchase, for cash, shares of Common Stock at prices specified by the tendering stockholders of not less than $ 850 nor greater than $ 925 per share, with shares having an aggregate purchase price of no more than $ 2.00 billion.

In accordance with the terms and conditions of the Tender Offer, the Company repurchased 14,391.5 shares of Common Stock at a purchase price of $ 925 per share, for an aggregate purchase price of $ 13.3 million, excluding fees and expenses relating to the Tender Offer.

The shares repurchased represented 0.2 % of the shares of Common Stock that were issued and outstanding as of June 18, 2024.

Pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI, the Company agreed to purchase and CCCBI agreed to sell, at the purchase price in the Tender Offer, a number of shares of Common Stock (the “Share Repurchase”) such that CCCBI would beneficially own shares of Common Stock representing 21.5 % of the total outstanding shares of Common Stock and Class B Common Stock immediately following the closing of the Share Repurchase (calculated assuming all issued and outstanding shares of Class B Common Stock were converted into Common Stock and taking into account the shares of Common Stock purchased in the Tender Offer).

On July 5, 2024, the Company repurchased and retired 598,619 shares of Common Stock in the Share Repurchase at a purchase price of $ 925 per share, for an aggregate purchase price of $ 553.7 million.

On November 7, 2025, the Company entered into a purchase agreement (“the Repurchase Agreement”) with Carolina Coca-Cola Bottling Investments, Inc.

(the “Seller”), an indirect wholly owned subsidiary of The Coca‑Cola Company, The Coca‑Cola Company and J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, pursuant to which the Company agreed to purchase and the Seller agreed to sell all of the Seller’s shares of Common Stock for a cash payment in the aggregate amount of approximately $ 2.4 billion (the “Repurchase”).

The closing of the Repurchase also occurred on November 7, 2025.

The Company funded the purchase price for the Repurchase with cash on hand and a term loan obtained under a certain bridge loan agreement (the “Bridge Facility”), as further discussed in Note 20.

As a result of the Repurchase, The Coca‑Cola Company does not own any shares of Common Stock or Class B Common Stock.

The Coca‑Cola Company no longer has 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.

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

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Payments made by The Coca-Cola Company to the Company 382,017 274,322 253,972

(1) This excludes acquisition related sub-bottling payments made by the Company to CCR, a wholly owned subsidiary of The Coca‑Cola Company, as well as the payment made to repurchase shares pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI (as further discussed above).

(1) This excludes acquisition related sub-bottling payments made by the Company to CCR, a wholly owned subsidiary of The Coca‑Cola Company, as well as the payment made in connection with the Repurchase (as further discussed above).

More than 80 % of the payments made by the Company to The Coca‑Cola Company were for concentrate, syrup, sweetener and other finished goods products, which were recorded in cost of sales in the consolidated statements of operations and represent the primary components of the soft drink products the Company manufactures and distributes.

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The Company accounts for Southeastern as an equity method investment.

The Company’s investment in Southeastern, which was classified as other assets in the consolidated balance sheets, was $ 20.9 million as of both December 31, 2024 and December 31, 2023.

The Company’s investment in Southeastern, which was classified as other assets in the consolidated balance sheets, was $ 21.3 million as of December 31, 2025 and $ 20.9 million as of December 31, 2024.

South Atlantic Canners, Inc.

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

As of both December 31, 2025 and December 31, 2024, the Company was not required to guarantee any of SAC’s debt.

See Note 21 for additional information.

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In addition, the Company pays an administrative fee to CCBSS for its services.

The Company incurred administrative fees to CCBSS of $ 2.8 million in both 2024 and 2023 and $ 2.4 million in 2022, which were classified as SD&A expenses in the consolidated statements of operations.

The Company incurred administrative fees to CCBSS of $ 2.9 million in 2025 and $ 2.8 million in both 2024 and 2023, which were classified as SD&A expenses in the consolidated statements of operations.

CONA Services LLC (“CONA”)

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The Company leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation, of which J.

Frank Harrison, III is the majority stockholder and Morgan H.

Everett, Vice Chair of the Company’s Board of Directors, is a minority stockholder.

Frank Harrison, III is the majority stockholder and each of Morgan H.

Everett, Vice Chair of the Company’s Board of Directors, and the spouse of Ellison C.

Glenn, the Company’s Chief Sales and Service Officer, is a minority stockholder.

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 $ 15.9 million on December 31, 2025 and $ 19.3 million on December 31, 2024.

A summary of rental payments for related party leases for 2024, 2023 and 2022 is as follows:

(in thousands) 2024 2023 2022

Company headquarters $ 4,010 $ 3,931 $ 3,854

Snyder Production Center (1)

(1) The lease for the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina (together, the “Snyder Production Center”) was terminated during 2022 in connection with the purchase of the Snyder Production Center by CCBCC Operations, LLC, a wholly owned subsidiary of the Company.

Rental payments for this lease were $ 4.1 million in 2025, $ 4.0 million in 2024 and $ 3.9 million in 2023.

Long-Term Performance Equity Plan

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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.

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.

Other sales include sales to other Coca‑Cola bottlers, post-mix sales, transportation revenue and equipment maintenance revenue.

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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 sales accounted for approximately 98 % of the Company’s net sales in both 2024 and 2023 and approximately 97 % of the Company’s net sales in 2022.

Point in time sales accounted for approximately 99 % of the Company’s net sales in 2025 and approximately 98 % of the Company’s net sales in both 2024 and 2023.

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.

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Nonalcoholic Beverages - over time (1)

$ 57,478 $ 57,624 $ 52,817

All Other - over time (1)

44,273 60,348 90,886

Total over time net sales $ 101,751 $ 117,972 $ 143,703

Total net sales $ 7,228,055 $ 6,899,716 $ 6,653,858

(1) Due to the liquidation and dissolution of the Data Ventures, Inc.

operating segment as of December 31, 2025 (as discussed in Note 4), these figures have been retroactively adjusted for all periods presented to reflect the liquidation and dissolution of the Data Ventures, Inc.

operating segment within the “All Other - over time” bucket and the merger of the Data Ventures, Inc.

operating segment with the Nonalcoholic Beverages operating segment.

The Company’s allowance for doubtful accounts in the consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses.

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Ending balance - allowance for credit losses $ 5,226 $ 9,524 $ 11,560

The Company evaluates segment reporting in accordance with FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the CODM.

The Company evaluates segment reporting in accordance with FASB Accounting Standards Codification Topic 280, Segment Reporting , each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”).

The Company has concluded the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, as a group, represent the CODM.

Segment asset information is not provided to the CODM.

The Company has three operating segments, each identified by its unique products and services.

As of December 31, 2025, the Company has two operating segments, each identified by its unique products and services.

Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations.

The additional two operating segments, which include Data Ventures, Inc.

and the Red Classic subsidiaries, do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.” The accounting policies of the Nonalcoholic Beverages segment are the same as those described in the summary of significant accounting policies.

The accounting policies of the Nonalcoholic Beverages operating segment are the same as those described in the summary of significant accounting policies presented in Note 1.

The additional operating segment, which includes the Red Classic subsidiaries, does not meet the quantitative threshold for separate reporting and, therefore, has been reported as “All Other.”

Previously, the Company had three operating segments, Nonalcoholic Beverages and two additional operating segments, which included Data Ventures, Inc.

and the Red Classic subsidiaries.

Since the two additional operating segments did not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, they were combined into “All Other.” As of December 31, 2025, the Data Ventures, Inc.

operating segment was liquidated, dissolved and merged into the Nonalcoholic Beverages operating segment.

For reporting purposes, all periods presented have been retroactively adjusted to reflect the dissolution of the Data Ventures, Inc.

operating segment within the “All Other” bucket and the merger of the Data Ventures, Inc.

operating segment with the Nonalcoholic Beverages operating segment.

The CODM uses net sales, gross profit and income from operations in the annual budgeting and forecasting process.

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(5) The Company did no t have anti-dilutive unvested performance shares for any periods presented.

(6) The Company repurchased 14,391.5 shares of Common Stock in the Tender Offer, which expired on June 18, 2024, and repurchased 598,619 shares of Common Stock pursuant to the Purchase Agreement entered into on May 6, 2024 with CCCBI.

See Note 2 for additional information on the Tender Offer and the Purchase Agreement.

(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.

(6) On November 7, 2025, the Company entered into the Repurchase Agreement with the Seller, The Coca-Cola Company and J.

Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, pursuant to which the Company agreed to purchase and the Seller agreed to sell all 18,835,460 of the Seller’s shares of Common Stock.

(7) On March 4, 2025, the Company announced that its Board of Directors had approved the Stock Split of Common Stock and Class B Common Stock.

The Stock Split was effected through the Amendment.

The Amendment also effected a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock.

The Amendment obtained stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which took place on May 13, 2025.

Trading began on a split-adjusted basis on May 27, 2025.

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

(8) 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 was initially authorized to repurchase up to $ 1.00 billion of Common Stock.

On November 7, 2025, the Company’s Board of Directors reduced the total authorization under the Share Repurchase Program from $ 1.00 billion to $ 400.0 million.

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

As of December 31, 2024, the Company had repurchased 42,895 shares of Common Stock under the share repurchase program.

There were 1,778,081 shares of Common Stock repurchased under the Share Repurchase Program during 2025.

Refer to “Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for further details related to the Share Repurchase Program.

Short-Term Investments

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

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

As of December 31, 2023, the Company did not have any short-term investments.

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 consolidated balance sheet as a component of accumulated other comprehensive income (loss).

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

As of December 31, 2025, the Company did not have any short-term investments.

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

As of December 31, 2024, the Company’s available-for-sale investments consisted of the following cost, unrealized positions and estimated fair value, disaggregated by class of instrument:

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

As of December 31, 2024, all of the Company’s available-for-sale investments were classified as short-term investments in the consolidated balance sheet 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 2024.

The sale and/or maturity of available-for-sale investments resulted in proceeds of $ 150.3 million during 2024.

There were no gross realized gains or losses in 2024.

There was no realized activity during 2023, as the Company did not have any short-term investments during this period.

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

(in thousands) 2025 2024

Gross realized gains $ 69 $ —

Gross realized losses ( 57 ) —

Proceeds 696,415 150,274

Inventories consisted of the following:

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Distribution agreements, net $ 767,360 $ 792,252

Assuming no impairment of distribution agreements, net, amortization expense in future years based upon recorded amounts as of December 31, 2024 will be $ 24.9 million for each fiscal year 2025 through 2029.

Assuming no impairment of distribution agreements, net, amortization expense in future years based upon recorded amounts as of December 31, 2025 will be $ 24.8 million, on average, for each fiscal year 2026 through 2030.

Customer Lists, Net

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Supply Chain Finance Program

The Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (“SCF program”), which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

The Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (the “SCF program”), which allows qualifying suppliers to sell their receivables from the Company to the financial institution.

The participating suppliers negotiate their outstanding receivable arrangements and associated fees directly with the financial institution, and the Company is not party to those agreements.

Once a qualifying supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices it sells to the financial institution.

The supplier invoices that have been confirmed as valid under the SCF program require payment in full by the financial institution to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier.

Suppliers participating in the SCF program may sell their invoices to the financial institution for payment in full by the financial institution to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier.

Our current payment terms with most of our suppliers are 90 days.

The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier’s participation in the SCF program.

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The Company’s outstanding confirmed obligations included in accounts payable, trade in the consolidated balance sheets were $ 66.6 million as of December 31, 2025 and $ 52.2 million as of December 31, 2024.

The following table is a rollforward of the Company’s outstanding obligations confirmed as valid under its SCF program for 2024 and 2023:

The following table is a rollforward of the Company’s outstanding obligations confirmed as valid under the SCF program for 2025 and 2024:

(in thousands) 2025 2024

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Employee and retiree benefit plan accruals 35,308 33,446

Accrued excise taxes related to share repurchases 27,972 650

Accrued interest payable 10,558 7,611

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Selling, delivery and administrative expenses ( 455 ) ( 547 ) ( 2,281 )

Total loss $ ( 1,275 ) $ ( 1,061 ) $ ( 2,906 )

Total gain (loss) $ 1,728 $ ( 1,275 ) $ ( 1,061 )

All commodity derivative instruments are recorded at fair value as either assets or liabilities in the consolidated balance sheets.

The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net settlement of derivative transactions.

Accordingly, the net amounts of derivative assets are recognized in either prepaid expenses and other current assets or other assets in the consolidated balance sheets and the net amounts of derivative liabilities are recognized in either other

accrued liabilities or other liabilities in the consolidated balance sheets.

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

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Total assets $ 4,242 $ 2,472

Other accrued liabilities $ 42 $ —

Total liabilities $ 42 $ —

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

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Deferred compensation plan assets $ 95,195 $ 95,195 $ 95,195 $ — $ —

Short-term investments 301,210 301,210 283,547 17,663 —

Pension plan assets 58,536 58,536 41,304 17,232 —

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Acquisition related contingent consideration 717,908 717,908 — — 717,908

Commodity derivative instruments 42 42 — 42 —

December 31, 2024

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Deferred compensation plan assets $ 81,123 $ 81,123 $ 81,123 $ — $ —

Short-term investments 301,210 301,210 283,547 17,663

Pension plan assets 49,617 49,617 34,655 14,962 —

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As of December 31, 2025 and December 31, 2024, a WACC of 8.5 % and 9.3 %, 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 in 2024 was primarily driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments, partially offset by increases in the WACC used to calculate the fair value of the liability.

The increase in the fair value of the acquisition related contingent

consideration liability in 2025 was primarily driven by decreases in the WACC used to calculate the fair value of the liability 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 consolidated statement of operations for 2025.

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tax expense % pre-tax

Statutory expense $ 179,898 21.0 % $ 117,071 21.0 % $ 120,768 21.0 %

federal statutory expense $ 162,312 21.0 % $ 179,898 21.0 % $ 117,071 21.0 %

State income taxes, net of federal benefit (1)

Nondeductible compensation 7,285 0.8 7,372 1.3 4,005 0.7

Meals, entertainment and travel expense 2,640 0.3 3,336 0.6 1,694 0.3

Valuation allowance change 1,414 0.2 701 0.1 ( 932 ) ( 0.2 )

30,188 4.0 32,638 3.8 21,494 3.9

Nontaxable/nondeductible items 10,047 1.3 10,494 1.2 11,290 2.0

Changes in valuation allowance 168 — 1,414 0.2 701 0.1

Adjustment for uncertain tax positions 70 — 55 — 52 —

Other, net 126 — 215 — ( 257 ) ( 0.1 )

Tax credits ( 575 ) ( 0.1 ) ( 1,185 ) ( 0.1 ) ( 1,245 ) ( 0.2 )

Income tax expense $ 202,336 26.2 % $ 223,529 26.1 % $ 149,106 26.7 %

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include Indiana, Maryland, Virginia and Tennessee for fiscal years 2025, 2024 and 2023.

Total cash income taxes paid in 2025 was $ 196.6 million, of which $ 155.0 million related to federal tax and $ 41.6 million related to state and local tax jurisdictions.

Total cash income taxes paid in 2024 was $ 224.0 million, of which $ 180.0 million related to federal tax and $ 44.0 related to state and local tax jurisdictions.

Total cash income taxes paid in 2023 was $ 200.8 million, of which $ 162.0 million related to federal tax and $ 38.8 million related to state and local tax jurisdictions.

For 2025, 2024 and 2023, no cash taxes paid to any individual state or local jurisdiction met or exceeded 5% of total cash income taxes paid.

The Company records liabilities for uncertain tax positions related to income tax positions.

These liabilities reflect the Company’s best estimate of the ultimate income tax liability based on known facts and information.

Material changes in facts or information, as well as the expiration of statutes of limitations and/or settlements with individual tax jurisdictions, may result in material adjustments to these estimates in the future.

Material changes in facts or information, as well as

the expiration of statutes of limitations and/or settlements with individual tax jurisdictions, may result in material adjustments to these estimates in the future.

The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense.

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In addition, the amount of interest and penalties accrued at December 31, 2025 and December 31, 2024 were not material.

The Company had uncertain tax positions, including accrued interest, of $ 0.4 million on both December 31, 2024 and December 31, 2023, all of which would affect the Company’s effective income tax rate if recognized.

While it is expected the amount of uncertain tax positions may change in the next 12 months, the Company does no t expect such change would have a material impact on the consolidated financial statements.

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

A reconciliation of uncertain tax positions, excluding accrued interest, is as follows:

2 unchanged sentences

Increase as a result of tax positions taken in the current year 120 105 105

Increase as a result of tax positions taken in a prior year — — —

Reduction as a result of the expiration of the applicable statute of limitations ( 61 ) ( 61 ) ( 60 )

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Acquisition related contingent consideration $ 176,850 $ 160,120

Accrued liabilities 35,912 32,516

Deferred compensation 39,364 34,308

Accrued liabilities 35,285 35,912

Operating lease liabilities 29,435 28,299

4 unchanged sentences

Financing lease agreements — 287

Other 956 3,511

Deferred income tax assets $ 325,060 $ 301,959

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Patronage dividend ( 2,728 ) ( 3,181 )

Other ( 2,909 ) —

Deferred income tax liabilities $ ( 463,083 ) $ ( 429,365 )

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Prior tax years beginning in year 2022 remain open to examination by the Internal Revenue Service, and various tax years beginning in year 2002 remain open to examination by certain state tax jurisdictions due to loss carryforwards.

On July 4, 2025, H.R.

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

The OBBBA is a reconciliation bill impacting businesses as it includes a broad range of tax reform provisions.

The Company does not expect any material net impact to its consolidated financial statements as a result of the OBBBA.

Benefit Plans

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Under the Long-Term Performance Plan, as amended and restated effective July 30, 2024, the Compensation Committee of the Company’s Board of Directors establishes dollar amounts to which a participant shall be entitled upon attainment of the applicable performance measures.

individual participant or of the subsidiary, division, department, region or function in which the participant is employed.

Bonus awards under the Long-Term Performance Plan are made to executive officers based on the relative achievement of performance measures in terms of the Company-sponsored objectives or objectives related to the performance of the individual participant or of the subsidiary, division, department, region or function in which the participant is employed.

The liability under this plan was as follows:

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Total liability - Long-Term Performance Plan $ 20,814 $ 19,129

Pension Plans

The Company has historically sponsored two pension plans.

The Primary Plan was frozen as of June 30, 2006 and no benefits accrued to participants after that date.

During 2023, the Primary Plan was fully settled, as discussed below.

The Bargaining Plan is for certain employees under collective bargaining agreements.

The Company sponsors a pension plan (the “Bargaining Plan”) for certain employees under collective bargaining agreements.

Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants.

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The Company updates its mortality assumptions used in the calculation of its pension liability each year using The Society of Actuaries’ latest mortality tables and mortality projection scales.

During 2023, the Company recognized a settlement expense of $ 112.8 million in conjunction with the full settlement of the Primary Plan benefit liabilities.

This settlement expense related primarily to the reclassification of the gross actuarial losses associated with the Primary Plan out of accumulated other comprehensive income (loss) and was recorded as pension plan settlement expense in the consolidated statement of operations for 2023.

See Note 23 for additional information related to the impact on accumulated other comprehensive income (loss) of the Primary Plan settlement during 2023.

Bargaining Plan

The following tables set forth pertinent information for the Bargaining Plan:

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Plan amendments 124 —

Actuarial (gain) loss ( 7,000 ) 1,652

Actuarial loss (gain) 1,665 ( 7,000 )

Benefits paid ( 1,049 ) ( 897 )

3 unchanged sentences

The accumulated benefit obligation associated with the Bargaining Plan was $ 52.1 million on December 31, 2025 and $ 44.9 million on December 31, 2024.

Changes to demographic assumptions for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial loss in 2025.

The increase in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial gain in 2024.

The decrease in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023.

The actuarial (gain) loss, net of tax, was recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets.

The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive (loss) income in the consolidated balance sheets.

Change in Plan Assets

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Expected return on plan assets ( 3,276 ) ( 3,050 ) ( 2,438 )

Recognized net actuarial loss — — 402

Amortization of prior service costs 16 16 16

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2031 - 2035 17,154

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

The Company expects to make cash contributions to the Bargaining Plan of approximately $ 5 million during fiscal year 2026.

All assets in the Bargaining Plan are invested in institutional investment funds managed by professional investment advisors which hold U.S.

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Plan participants’ contributions 702 707

Actuarial (gain) loss ( 2,920 ) 7,986

Actuarial loss (gain) 10,539 ( 2,920 )

Benefits paid ( 4,382 ) ( 3,780 )

Benefit obligation at end of year $ 73,671 $ 62,100

Updates to demographic assumptions and the increase in the discount rate for the postretirement benefit plan, as compared to the previous year, partially offset by updates to claims trends, were the primary drivers of the actuarial gain in 2024.

The decrease in the discount rate for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023.

The actuarial (gain) loss, net of tax, was recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets.

Updates to the health care claims assumptions for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial loss in 2025.

Updates to demographic assumptions and the increase in the discount rate for the postretirement benefit plan, as compared to the previous year, partially offset by updates to claim trends, were the primary drivers of the actuarial gain in 2024.

The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive (loss) income in the consolidated balance sheets.

Reconciliation of Plan Assets Fair Value

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(in thousands) December 31,

2023 Actuarial Gain Reclassification

2024 Actuarial Gain (Loss) Reclassification

Adjustments December 31,

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Total within accumulated other comprehensive income (loss) $ 979 $ ( 10,637 ) $ 203 $ ( 9,455 )

As of both December 31, 2024 and December 31, 2023, there were no gross actuarial losses or prior service costs included in accumulated other comprehensive income (loss) associated with the Primary Plan.

Multiemployer Pension Plans

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In 2017, The Coca‑Cola Company agreed to provide the Company a fee to compensate the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing plants owned by the Company (the “Legacy Facilities Credit”), which was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years.

Also in 2017, upon the conversion of the Company’s then-existing bottling agreements pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”), which was recorded as a deferred liability and will be amortized as a reduction to cost

of sales over a period of 40 years.

Together, the Legacy Facilities Credit and the Territory Conversion Fee are “deferred proceeds from related parties.”

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11/25/2025 3.800 % Semi-annually Public $ — $ 350,000

Senior notes 10/10/2026 3.930 % Quarterly Nonpublic 100,000 100,000

Senior notes (2)

10/10/2026 3.930 % Quarterly Nonpublic 100,000 100,000

Term loan facility (the “ Three -Year Term Loan Facility”) (3)

12/8/2028 Variable Monthly Nonpublic 900,000 —

Senior bonds (the “2029 Senior Bonds”) (4)

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Senior notes 3/21/2030 3.960 % Quarterly Nonpublic 150,000 150,000

Term loan facility (the “ Five -Year Term Loan Facility”) (3)

12/6/2030 Variable Monthly Nonpublic 450,000 —

Senior bonds (the “2034 Senior Bonds”) (6)

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Current portion of debt (1)(2)

100,000 349,699

Total long-term debt $ 2,686,009 $ 1,436,649

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

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

The 2025 Senior Bonds were fully repaid during the fourth quarter of 2025.

(2) As of December 31, 2025, the senior notes maturing in 2026 were classified as current portion of debt in the consolidated balance sheets.

(3) The Term Loan Facilities (as defined below) were issued in connection with the financing of the Repurchase, as further discussed in Note 2.

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

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The Company monitors counterparty credit ratings on an ongoing basis.

On May 29, 2024, the Company completed the issuance and sale of $ 700 million aggregate principal amount of the 2029 Senior Bonds and $ 500 million aggregate principal amount of the 2034 Senior Bonds.

The 2029 Senior Bonds and the 2034 Senior Bonds are the Company’s senior unsecured obligations and rank equally with the Company’s existing and future senior unsecured and unsubordinated indebtedness.

The 2029 Senior Bonds mature on June 1, 2029 and the 2034 Senior Bonds mature on June 1, 2034, in each case, unless earlier redeemed or repurchased by the Company.

The 2029 Senior Bonds bear interest at a rate of 5.250 % per annum and the 2034 Senior Bonds bear interest at a rate of 5.450 % per annum.

The Company pays interest on the 2029 Senior Bonds and the 2034 Senior Bonds semi-annually in arrears on June 1 and December 1 of each year, which commenced on December 1, 2024.

On June 10, 2024, the Company entered into an amended and restated credit agreement (the “Revolving Credit Facility Agreement”), providing for a five-year unsecured revolving credit facility with an aggregate maximum borrowing capacity of $ 500 million (the “Revolving Credit Facility”), maturing on June 10, 2029.

The Revolving Credit Facility Agreement replaced the Company’s previous credit agreement, dated as of July 9, 2021.

Subject to obtaining commitments from lenders and satisfying other conditions specified therein, at the Company’s option, the Revolving Credit Facility may be increased by up to $ 250 million.

Borrowings under the Revolving Credit Facility bear interest at a per annum rate equal to, at the Company’s option, either (i) the Base Rate (as defined in the

Revolving Credit Facility Agreement) plus an applicable rate or (ii) Term SOFR (as defined in the Revolving Credit Facility Agreement) plus the SOFR Adjustment (as defined in the Revolving Credit Facility Agreement) and an applicable rate, depending on the rating for the Company’s long-term senior unsecured, non-credit-enhanced debt (“Debt Rating”).

In addition, the Company must pay a facility fee on the lenders’ aggregate commitments under the Revolving Credit Facility ranging from 0.060 % to 0.175 % per annum, depending on the Company’s Debt Rating.

The Company currently believes all banks participating in the Revolving Credit Facility have the ability to and will meet any funding requests from the Company.

The Company entered into the Bridge Facility, dated as of November 7, 2025, providing for a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $ 1.20 billion to fund the Repurchase.

Also on November 7, 2025, the Company borrowed $ 1.20 billion under the Bridge Facility, the full amount available under the Bridge Facility.

On December 8, 2025, the Company entered into a term loan agreement, providing for (i) the Three-Year Term Loan Facility, a senior unsecured term loan facility in the aggregate principal amount of up to $ 900 million, maturing on December 8, 2028 and (ii) the Five-Year Term Loan Facility, a senior unsecured term loan facility in the aggregate principal amount of up to $ 450 million, maturing on December 6, 2030 (collectively, the “Term Loan Facilities”).

Also on December 8, 2025, the Company borrowed $ 1.35 billion under the Term Loan Facilities, the full amount available under the Term Loan Facilities.

In conjunction with the borrowings under the Term

Loan Facilities, the Company modified and extinguished the Bridge Facility discussed above, fully repaying the $ 1.20 billion outstanding under the Bridge Facility through a net cash settlement with the lender.

Subsequent to the end of 2025, on February 9, 2026, the Company repaid $ 150 million of the $ 450 million aggregate principal balance outstanding under the Five-Year Term Loan Facility using cash on hand.

The indentures under which the 2025 Senior Bonds, the 2029 Senior Bonds and the 2034 Senior Bonds were issued do not include financial covenants, but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts.

The agreements under which the Company’s nonpublic debt, including the Revolving Credit Facility, was issued include two financial covenants:

The agreements under which the Company’s nonpublic debt, including the Revolving Credit Facility and the Term Loan Facilities, was issued include two financial covenants:

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 December 31, 2025.

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

These covenants have not restricted, and are not expected to restrict, the Company’s liquidity or capital resources.

All outstanding debt has been issued by the Company and none has been issued by any of its subsidiaries.

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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 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 December 31, 2023, the amount of the Company’s guarantee of SAC’s debt was $ 9.5 million.

As of December 31, 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.

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As of December 31, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 151.1 million.

As of December 31, 2024, the future payments related to these contractual arrangements 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.

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Certain liabilities of the Company, including retirement benefit obligations and the Company’s pension liability, are subject to risk of changes in both long-term and short-term interest rates.

Several of the Company’s debt instruments have variable interest rates, and thus are impacted by fluctuations in interest rates, which could cause changes in the amount of estimated interest payments.

The Company’s acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments is subject to risk as a result of changes in the Company’s probability weighted discounted cash flow model, which is based on internal forecasts, and changes in the Company’s WACC, which is derived from market data.

3 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, unrealized gains/losses on the Company’s short-term investments and the foreign currency translation for a subsidiary of the Company that performs data analysis and formerly provided consulting services outside the United States.

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 available-for-sale short-term investments.

Following is a summary of AOCI(L) for 2025, 2024 and 2023:

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Net postretirement benefits activity:

Actuarial gain 721 2,920 ( 715 ) 44 ( 10 ) 2,960

Actuarial gain (loss) 2,960 ( 10,539 ) 2,594 187 ( 46 ) ( 4,844 )

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

2 unchanged sentences

Total AOCI(L) $ 1,885 $ ( 10,617 ) $ 2,614 $ 150 $ ( 37 ) $ ( 6,005 )

As of both December 31, 2024 and December 31, 2023, there were no gross actuarial losses or prior service costs included in AOCI(L) associated with the Primary Plan, as the Primary Plan settlement was completed during 2023.

All pension activity during 2024 was related to the Bargaining Plan.

Gains (Losses) During the Period Reclassification to Income

3 unchanged sentences

Net pension activity:

Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 )

Actuarial gain $ 533 $ 5,144 $ ( 1,259 ) $ — $ — $ 4,418

Prior service costs ( 97 ) — — 16 ( 4 ) ( 85 )

Pension plan settlement — — — 112,796 ( 44,885 ) 67,911

Net postretirement benefits activity:

1 unchanged sentence

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

Unrealized gain on short-term investments — 33 ( 8 ) — — 25

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

6 unchanged sentences

Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 )

Prior service credits (costs) 11 ( 154 ) 38 — — ( 105 )

Prior service costs ( 105 ) ( 5 ) 1 16 ( 4 ) ( 97 )

Pension plan settlement — — — 112,796 ( 44,885 ) 67,911

Net postretirement benefits activity:

Actuarial (loss) gain ( 1,239 ) 10,138 ( 2,481 ) 444 ( 110 ) 6,752

Actuarial gain 6,752 ( 7,986 ) 1,955 — — 721

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

Foreign currency translation adjustment ( 9 ) — — 11 ( 2 ) —

Reclassification of stranded tax effects ( 19,720 ) — — — 14,911 ( 4,809 )

22 unchanged sentences

Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 33,237 $ 44,946 $ 59,014

Accrued excise taxes related to share repurchases 27,972 650 —

Right-of-use assets obtained in exchange for operating lease obligations 27,001 17,280 10,215

Dividends declared but not yet paid — — 154,666

Reductions to leased property under financing leases — — 55,465

Management’s Report on Internal Control over Financial Reporting

18 unchanged sentences

We have audited the accompanying consolidated balance sheets of Coca‑Cola Consolidated, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2024 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2025 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

48 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 8. Financial Statements and Supplementary Data