What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-10-29 · 194 added, 291 removed, 665 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2026 2025

4 unchanged sentences

Income from operations 237,524 189,820

Interest expense (income), net 4,687 2,187 17,509 ( 2,149 )

Interest expense, net 32,063 6,874

Mark-to-market on acquisition related contingent consideration 53,391 42,728

19 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

Net income $ 111,556 $ 103,611

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Defined benefit plan reclassification including pension costs:

3 unchanged sentences

Actuarial gain 184 —

Interest rate swap 1,148 —

Net change in unrealized gain/loss on short-term investments — ( 11 )

Other comprehensive income, net of tax 60 451 14 324

Other comprehensive income (loss), net of tax 1,338 ( 14 )

Comprehensive income $ 112,894 $ 103,597

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in thousands, except share data) April 3, 2026 December 31, 2025

Current Assets:

Cash and cash equivalents $ 232,947 $ 281,918

Short-term investments 149,061 301,210

Accounts receivable, trade 610,297 585,777

13 unchanged sentences

Total assets $ 4,392,708 $ 4,302,998

LIABILITIES AND EQUITY

LIABILITIES AND EQUITY (DEFICIT)

Current Liabilities:

15 unchanged sentences

Commitments and Contingencies

(Deficit)/Equity:

Common Stock, $ 1.00 par value:

300,000,000 shares authorized;

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

56,517,334 shares issued

56,517 56,517

1 unchanged sentence

100,000,000 shares authorized;

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

10,046,960 shares issued

10,047 10,047

Additional paid-in capital 23,764 23,764

Retained earnings 1,524,336 1,395,183

Accumulated other comprehensive income 1,899 1,885

Treasury stock, at cost:

Common Stock – 0 and 31,196,605 shares, respectively

— ( 127,467 )

Treasury stock, at cost:

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

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

Total liabilities and equity $ 5,668,510 $ 5,313,139

Retained deficit ( 729,131 ) ( 824,046 )

Accumulated other comprehensive income (loss) ( 4,667 ) ( 6,005 )

Total (deficit)/equity ( 643,470 ) ( 739,723 )

Total liabilities and (deficit)/equity $ 4,392,708 $ 4,302,998

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Nine Months

First Quarter

(in thousands) 2026 2025

6 unchanged sentences

Amortization of debt costs 1,242 835

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

Loss on sale of property, plant and equipment 1,320 1,369

Deferred income taxes 38,925 35,278

5 unchanged sentences

Cash Flows from Investing Activities:

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 $ ( 63,112 ) $ ( 97,866 )

1 unchanged sentence

Proceeds from the sale of property, plant and equipment 113 157

Proceeds from the disposal of short-term investments — 112,755

Purchases of short-term investments — ( 150,157 )

Net cash used in investing activities $ ( 68,338 ) $ ( 139,695 )

Cash Flows from Financing Activities:

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

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

Payments on term loan facility $ ( 150,000 ) $ —

Payments of acquisition related contingent consideration ( 19,070 ) ( 19,819 )

Cash dividends paid ( 16,641 ) ( 21,794 )

Payments on financing lease obligations ( 137 ) ( 650 )

Debt issuance fees ( 58 ) ( 232 )

Proceeds from bond issuance — 1,200,000

Net cash (used in) provided by financing activities $ ( 264,589 ) $ 400,802

Net increase in cash and cash equivalents during period $ 396,649 $ 600,737

Net cash used in financing activities $ ( 185,906 ) $ ( 42,495 )

Net (decrease) increase in cash and cash equivalents during period $ ( 48,971 ) $ 15,981

Cash and cash equivalents at beginning of period 281,918 1,135,824

1 unchanged sentence

Significant non-cash investing and financing activities:

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

Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 44,354 $ 27,986

Accrued excise taxes related to share repurchases 27,972 650

Right-of-use assets obtained in exchange for operating lease obligations 819 223

See accompanying notes to condensed consolidated financial statements.

COCA ‑ COLA CONSOLIDATED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(in thousands, except per share data) Common

2 unchanged sentences

Capital Retained

Earnings Accumulated

Deficit Accumulated

Comprehensive

Income Treasury

Loss Treasury

Stock - Common

Stock Treasury Stock - Class B Common Stock Total

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 income, net of tax — — — — 60 — — 60

Dividends declared:

Common Stock ($ 0.25 per share)

— — — ( 19,209 ) — — — ( 19,209 )

Class B Common Stock ($ 0.25 per share)

— — — ( 2,512 ) — — — ( 2,512 )

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

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

6 unchanged sentences

— — — ( 2,512 ) — — — ( 2,512 )

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

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 April 3, 2026 $ 56,517 $ 10,047 $ 23,764 $ ( 729,131 ) $ ( 4,667 ) $ — $ — $ ( 643,470 )

(in thousands, except per share data) Common

4 unchanged sentences

Comprehensive

Loss Treasury

Income Treasury

Stock - Common

Stock Treasury Stock - Class B Common Stock Total

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

Other comprehensive income, net of tax — — — — 451 — — 451

Dividends declared:

Common Stock ($ 0.30 per share)

— — — ( 23,267 ) — — — ( 23,267 )

Class B Common Stock ($ 0.30 per share)

— — — ( 3,015 ) — — — ( 3,015 )

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

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

Net income — — — 103,611 — — — 103,611

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

Other comprehensive loss, net of tax — — — — ( 14 ) — — ( 14 )

Dividends declared:

3 unchanged sentences

— — — ( 2,512 ) — — — ( 2,512 )

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

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

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

See accompanying notes to condensed consolidated financial statements.

9 unchanged sentences

The condensed consolidated financial statements presented are:

• 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 financial position as of April 3, 2026 and December 31, 2025.

• The results of operations, comprehensive income and changes in stockholders’ (deficit) equity for the three-month periods ended April 3, 2026 (the “first quarter” of fiscal 2026 (“2026”)) and March 28, 2025 (the “first quarter” of fiscal 2025 (“2025”)).

• The changes in cash flows for the first quarter of 2026 and the first quarter of 2025.

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.

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”).

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 condensed consolidated financial statements.

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

Critical Accounting Estimates

5 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 was 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 intends to adopt ASU 2023-09 using a retrospective approach on its annual consolidated financial statements.

The Company adopted ASU 2023-09 in the fourth quarter of 2025, noting no material impact on its consolidated financial statements.

See Note 16 for disclosure related to the Company’s income tax reporting.

Recently Issued Accounting Pronouncements

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

5 unchanged sentences

Frank Harrison, III

As of September 26, 2025, J.

As of April 3, 2026, 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 78 % 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 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.

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 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, 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 $ 2.40 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 19.

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 at each election of directors.

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

8 unchanged sentences

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.

Payments made by The Coca‑Cola Company to the Company also included fountain product delivery and equipment repair services performed by the Company on The Coca‑Cola Company’s equipment, all of which were recorded in net sales in the condensed consolidated statements of operations.

Payments made by

The Coca‑Cola Company to the Company also included fountain product delivery and equipment repair services performed by the Company on The Coca‑Cola Company’s equipment, all of which were recorded in net sales in the condensed consolidated statements of operations.

Coca‑Cola Refreshments USA, LLC (“CCR”)

2 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 $ 51.6 million in the first nine months of 2025 and $ 44.2 million in the first nine months of 2024.

Acquisition related sub-bottling payments to CCR were $ 19.1 million in the first quarter of 2026 and $ 19.8 million in the first quarter of 2025.

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) September 26, 2025 December 31, 2024

(in thousands) April 3, 2026 December 31, 2025

Current portion of acquisition related contingent consideration $ 71,119 $ 74,938

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 September 26, 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 $ 21.3 million as of both April 3, 2026 and December 31, 2025.

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 $ 32.5 million as of September 26, 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 $ 37.5 million as of April 3, 2026 and $ 35.0 million as of December 31, 2025.

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

As of both April 3, 2026 and December 31, 2025, the Company was not required to guarantee any of SAC’s debt.

See Note 20 for additional information.

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 $ 7.2 million in the first nine months of 2025 and $ 6.9 million in the first nine months 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 $ 2.6 million in the first quarter of 2026 and $ 2.3 million in the first quarter of 2025.

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 $ 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.

The Company had rebates due from CCBSS of $ 14.7 million on April 3, 2026 and $ 17.3 million on December 31, 2025, 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 $ 28.4 million as of September 26, 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 $ 30.4 million as of April 3, 2026 and $ 30.2 million as of December 31, 2025.

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 $ 19.1 million in the first nine months of 2025 and $ 20.2 million in the first nine months of 2024.

The Company incurred service fees to CONA of $ 6.3 million in the first quarter of 2026 and $ 6.0 million in the first quarter of 2025.

Related Party Leases

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 $ 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.

Rental payments for this lease were $ 1.0 million in both the first quarter of 2026 and the first quarter of 2025.

The principal balance outstanding under this lease was $ 15.0 million on April 3, 2026 and $ 15.9 million on December 31, 2025.

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 $ 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

10 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 nine months of 2025 and approximately 98 % of the Company’s net sales in the first nine months of 2024.

Point in time sales accounted for approximately 99 % of the Company’s net sales in the first quarter of 2026 and approximately 98 % of the Company’s net sales in the first quarter of 2025.

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:

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

4 unchanged sentences

Nonalcoholic Beverages - over time (1)

$ 14,143 $ 13,332

All Other - over time (1)

12,849 10,880

Total over time net sales $ 26,992 $ 24,212

Total net sales $ 1,846,668 $ 1,579,977

(1) Due to the 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 prior periods presented to reflect the dissolution of the Data Ventures, Inc.

operating segment within the “All Other - over time” category 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 condensed consolidated balance sheets includes a reserve for customer returns and an allowance for credit losses.

2 unchanged sentences

Returned product is recognized as a reduction to net sales.

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’s reserve for customer returns was $ 6.2 million as of April 3, 2026 and $ 6.0 million as of December 31, 2025.

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 nine months of 2025 and the first nine months of 2024:

First Nine Months

Following is a summary of activity for the allowance for credit losses during the first quarter of 2026 and the first quarter of 2025:

First Quarter

(in thousands) 2026 2025

3 unchanged sentences

Ending balance - allowance for credit losses $ 6,226 $ 8,735

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 Operation 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.

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 presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for 2024.

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 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for 2025.

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 prior periods presented have been retroactively adjusted to reflect the dissolution of the Data Ventures, Inc.

operating segment within the All Other operating segment 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.

1 unchanged sentence

The Company’s segment results are as follows:

Third Quarter 2025

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

Net sales $ 1,876,999 $ 85,702 $ ( 74,384 ) $ 1,888,317

Cost of goods sold 1,147,875 47,168 ( 55,242 ) 1,139,801

Gross profit 729,124 38,534 ( 19,142 ) 748,516

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 314,529 $ 13,689 $ — $ 328,218

Fleet costs (3)

25,723 8,281 — 34,004

Depreciation and amortization expense (4)

29,137 552 — 29,689

All other segment items (5)

121,374 7,739 ( 19,142 ) 109,971

Total selling, delivery and administrative expenses 490,763 30,261 ( 19,142 ) 501,882

Income from operations $ 238,361 $ 8,273 $ — $ 246,634

Total depreciation and amortization expense (4)

$ 49,993 $ 5,093 $ — $ 55,086

Third Quarter 2024

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

Net sales $ 1,751,495 $ 86,230 $ ( 72,073 ) $ 1,765,652

Cost of goods sold 1,066,387 54,656 ( 53,427 ) 1,067,616

Gross profit 685,108 31,574 ( 18,646 ) 698,036

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 297,420 $ 13,165 $ — $ 310,585

Fleet costs (3)

26,210 7,801 — 34,011

Depreciation and amortization expense (4)

25,859 497 — 26,356

All other segment items (5)

111,547 7,128 ( 18,646 ) 100,029

Total selling, delivery and administrative expenses 461,036 28,591 ( 18,646 ) 470,981

Income from operations $ 224,072 $ 2,983 $ — $ 227,055

Total depreciation and amortization expense (4)

$ 44,511 $ 4,259 $ — $ 48,770

First Nine Months 2025

First Quarter 2026

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

15 unchanged sentences

$ 51,590 $ 5,312 $ — $ 56,902

First Nine Months 2024

First Quarter 2025

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

15 unchanged sentences

$ 48,050 $ 5,323 $ — $ 53,373

(1) The entire net sales elimination represents net sales from the All Other segment to the Nonalcoholic Beverages segment.

The entire cost of goods sold and SD&A eliminations represent costs incurred by the All Other segment in the generation of net sales to the Nonalcoholic Beverages segment.

(1) The entire net sales elimination represents net sales from the All Other operating segment to the Nonalcoholic Beverages operating segment.

The entire cost of goods sold and SD&A eliminations represent costs incurred by the All Other operating segment in the generation of net sales to the Nonalcoholic Beverages operating segment.

(2) Payroll costs includes compensation, incentive plans, defined contribution plans, healthcare benefits and tax-advantaged spending accounts.

5 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:

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2026 2025

28 unchanged sentences

Numerator for diluted net income per Class B Common Stock share $ 16,910 $ 12,013

Third Quarter First Nine Months

First Quarter

(in thousands, except per share data) 2026 2025

21 unchanged sentences

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

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

Frank Harrison, III, 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.

5 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 (the “Share Repurchase Program”) under which the Company is authorized to repurchase up to $ 1.00 billion of Common Stock.

(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.

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.

Short-Term Investments

Short-term investments that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity.

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

(in thousands) Cost Gains Losses Estimated Fair Value

Treasury securities $ 106,368 $ 56 $ — $ 106,424

Corporate bonds 29,529 21 ( 12 ) 29,538

Commercial paper instruments 13,099 — — 13,099

Asset-backed securities — — — —

Total short-term investments $ 148,996 $ 77 $ ( 12 ) $ 149,061

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:

Gross Unrealized

(in thousands) Cost Gains Losses Estimated Fair Value

Treasury securities $ 178,016 $ 67 $ ( 44 ) $ 178,039

Corporate bonds 103,970 77 ( 78 ) 103,969

Commercial paper instruments 17,657 6 — 17,663

Asset-backed securities 1,534 5 — 1,539

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

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

There were no shares of Common Stock repurchased under the Share Repurchase Program during the first quarter of 2026.

As of April 3, 2026, the total remaining authorization under the Share Repurchase Program was $ 136.3 million.

Inventories consisted of the following:

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

(in thousands) April 3, 2026 December 31, 2025

Finished products $ 265,238 $ 218,380

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

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

(in thousands) April 3, 2026 December 31, 2025

Repair parts $ 34,645 $ 35,109

7 unchanged sentences

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

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

(in thousands) April 3, 2026 December 31, 2025 Estimated Useful Lives

Land $ 142,547 $ 138,309

9 unchanged sentences

Accumulated depreciation and amortization 1,377,582 1,346,323

Property, plant and equipment, net $ 1,543,793 $ 1,505,267

Total property, plant and equipment, net $ 1,626,463 $ 1,604,605

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

September 26, 2025 December 31, 2024

April 3, 2026 December 31, 2025

Weighted average remaining lease term:

5 unchanged sentences

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

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 September 26, 2025:

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of April 3, 2026:

(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

First Quarter

(in thousands) 2026 2025

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) September 26, 2025 December 31, 2024

(in thousands) April 3, 2026 December 31, 2025

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) September 26, 2025 December 31, 2024

(in thousands) April 3, 2026 December 31, 2025

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

5 unchanged sentences

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.

A supplier participating in the SCF program may sell its 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.

The Company’s current payment terms with most of its 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.

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 $ 62.7 million as of September 26, 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 $ 88.1 million as of April 3, 2026 and $ 66.6 million as of December 31, 2025.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

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

(in thousands) April 3, 2026 December 31, 2025

Current portion of acquisition related contingent consideration $ 71,119 $ 74,938

2 unchanged sentences

Employee and retiree benefit plan accruals 36,625 35,308

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

Accrued interest payable 26,189 10,558

4 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, where practicable, 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.

4 unchanged sentences

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 condensed consolidated

statements of cash flows.

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

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:

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

1 unchanged sentence

Selling, delivery and administrative expenses 10,377 165

Total gain $ 294 $ 795 $ 1,669 $ 925

Total gain (loss) $ 12,875 $ ( 634 )

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

2 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) September 26, 2025 December 31, 2024

(in thousands) April 3, 2026 December 31, 2025

Prepaid expenses and other current assets $ 16,634 $ 4,242

1 unchanged sentence

Total assets $ 17,195 $ 4,242

Other liabilities $ 120 $ —

Other accrued liabilities — 42

Total liabilities $ 120 $ 42

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) September 26, 2025 December 31, 2024

(in thousands) April 3, 2026 December 31, 2025

Gross commodity derivative instrument assets $ 24,838 $ 4,994

1 unchanged sentence

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

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

(in thousands) April 3, 2026 December 31, 2025

Notional amount of outstanding commodity derivative instruments $ 7,753 $ 12,714

Latest maturity date of outstanding commodity derivative instruments December 2026 December 2025

Latest maturity date of outstanding commodity derivative instruments June 2027 December 2026

Fair Values of Financial Instruments

8 unchanged sentences

Deferred compensation plan assets and liabilities Level 1 The fair value of the Company’s nonqualified deferred compensation plan for certain executives and other highly compensated employees is based on the fair values of associated assets and liabilities, which are held in mutual funds and are based on the quoted market prices of the securities held within the mutual funds.

Short-term investments Level 1 The fair values of the Company’s Level 1 short-term investments, which are U.S.

Treasury securities, corporate bonds and asset-backed securities, are based on the quoted market prices of those securities which are actively traded on national exchanges.

Short-term investments Level 2 The fair values of the Company’s Level 2 short-term investments, which are commercial paper instruments, are based on estimated current market prices and have readily determinable fair market values.

Interest rate swaps Level 2 The fair values of the Company’s interest rate swaps are determined using standard calculations and valuation models.

The significant inputs used in these standard calculations/valuation models are readily available in public markets or can be derived from observable market transactions and, therefore, have been classified as Level 2.

Inputs used in these standard calculations/valuation models for derivative instruments include swap rates, interest rates and discount rates.

The discount rates are based on the historical U.S.

deposit rates, U.S.

Treasury rates and/or U.S.

The Company’s credit risk related to the interest rate swaps is managed by requiring high standards for its counterparties and periodic settlements.

Commodity derivative instruments Level 2 The fair values of the Company’s commodity derivative instruments are based on current settlement values at each balance sheet date, which represent the estimated amounts the Company would have received or paid upon termination of those instruments.

4 unchanged sentences

Acquisition related contingent consideration Level 3 The fair value of the Company’s acquisition related contingent consideration is based on internal forecasts and the weighted average cost of capital (“WACC”) derived from market data.

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:

September 26, 2025

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

April 3, 2026

(in thousands) Carrying

3 unchanged sentences

Deferred compensation plan assets $ 95,339 $ 95,339 $ 95,339 $ — $ —

Short-term investments 149,061 149,061 135,962 13,099 —

Commodity derivative instruments 17,195 17,195 — 17,195 —

Interest rate swaps 1,521 1,521 — 1,521 —

Deferred compensation plan liabilities 95,339 95,339 95,339 — —

Commodity derivative instruments 120 120 — 120 —

Debt 2,637,148 2,691,300 — 2,691,300 —

6 unchanged sentences

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

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

Commodity derivative instruments 4,242 4,242 — 4,242 —

2 unchanged sentences

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

Commodity derivative instruments 42 42 — 42 —

The acquisition related contingent consideration was valued using a probability weighted discounted cash flow model based on internal forecasts and the WACC derived from market data, which are considered Level 3 inputs.

5 unchanged sentences

A summary of the Level 3 activity is as follows:

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

4 unchanged sentences

Ending balance - Level 3 liability $ 753,029 $ 681,800

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 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.

As of April 3, 2026 and March 28, 2025, a WACC of 8.1 % 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 quarter of 2026 was driven by a decrease in the WACC used to calculate the fair value of the liability from 8.5 % as of December 31, 2025 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 quarter of 2026.

For 2026, the Company estimates the annual sub-bottling payments will be in the range of approximately $ 75 million to $ 80 million.

For the next five future years (beginning with fiscal year 2027), the Company anticipates that the amount it could pay annually will be in the range of approximately $ 50 million to $ 65 million.

The Company’s effective income tax rate was 26.2 % for the first quarter of 2026 and 25.7 % for the first quarter of 2025.

The Company’s income tax expense was $ 39.7 million for the first quarter of 2026 and $ 35.9 million for the first quarter of 2025.

The increase in income tax expense was primarily attributable to higher income before taxes during the first quarter of 2026 compared to the first quarter of 2025.

The Company had uncertain tax positions, including accrued interest, of $ 0.5 million on both April 3, 2026 and December 31, 2025, all of which would affect the Company’s effective income tax rate if recognized.

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 condensed consolidated financial statements as a result of the OBBBA.

Pension and Postretirement Benefit Obligations

The Company sponsors a pension plan, the Bargaining Plan (the “Bargaining 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.

The components of net periodic pension cost were as follows:

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

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 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.

The Company did not make any contributions to the Bargaining Plan during the first quarter of 2026.

The Company expects to make cash contributions to the Bargaining Plan of up to $ 5.0 million during 2026.

Postretirement Benefits

3 unchanged sentences

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

5 unchanged sentences

Other liabilities consisted of the following:

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

(in thousands) April 3, 2026 December 31, 2025

Noncurrent portion of acquisition related contingent consideration $ 681,910 $ 642,970

7 unchanged sentences

Rate Interest

Nonpublic September 26,

Nonpublic April 3,

2026 December 31,

Senior bonds (the “2025 Senior Bonds”) (1)

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

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

Senior notes (1)

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

Term loan facility (the “Three-Year Term Loan Facility”) (2)

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

Senior bonds (the “2029 Senior Bonds”) (3)

3 unchanged sentences

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

Term loan facility (the “Five-Year Term Loan Facility”) (2)

12/6/2030 Variable Monthly Nonpublic 300,000 450,000

Senior bonds (the “2034 Senior Bonds”) (5)

7 unchanged sentences

Total long-term debt $ 2,537,148 $ 2,686,009

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

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.

(1) As of April 3, 2026 and December 31, 2025, the senior notes maturing in 2026 were classified as current portion of debt in the condensed consolidated balance sheets.

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

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

4 unchanged sentences

The Company monitors counterparty credit ratings on an ongoing basis.

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 its revolving credit facility, was issued include two financial covenants:

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 the 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.

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, bringing the aggregate principal balance outstanding to $ 300 million.

Subsequent to the end of the first quarter of 2026, on April 9, 2026, the Company repaid $ 75 million of the $ 300 million aggregate principal balance outstanding under the Five-Year Term Loan Facility using cash on hand, bringing the aggregate principal balance outstanding to $ 225 million.

The indenture under which the 2029 Senior Bonds and the 2034 Senior Bonds were issued does not include financial covenants, but does 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 its 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 September 26, 2025.

The Company was in compliance with these covenants as of April 3, 2026.

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

On February 12, 2026, the Company entered into three $ 150 million fixed rate swap agreements, maturing on February 8, 2027, August 8, 2027 and February 8, 2028 to hedge a portion of the interest rate risk on the Three-Year Term Loan Facility and the Five-Year Term Loan Facility.

Over the next 12 months, the Company expects approximately $ 1 million related to these interest rate swaps to be released from accumulated other comprehensive income (loss).

These interest rate swaps are designated as cash flow hedging instruments and changes in their fair values are not expected to be material to the condensed consolidated balance sheets.

Changes in the fair values of these interest rate swaps were classified as accumulated other comprehensive income (loss) on the condensed consolidated balance sheets and included in the condensed consolidated statements of comprehensive income.

Settlements of interest rate swaps are included in cash flows from operating activities in the condensed consolidated statements of cash flows.

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

4 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 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 Company purchased 7.2 million cases and 6.3 million cases of finished product from SAC in the first quarter of 2026 and the first quarter of 2025, respectively.

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

Third Quarter First Nine Months

First Quarter

(in thousands) 2026 2025

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 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.

As of April 3, 2026 and December 31, 2025, 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 September 26, 2025, and there was no impairment identified in 2024.

No impairment of the Company’s investment in SAC was identified as of April 3, 2026, and there was no impairment identified in 2025.

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 September 26, 2025 and $ 39.0 million on December 31, 2024.

These letters of credit totaled $ 47.5 million on both April 3, 2026 and December 31, 2025.

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

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.

As of April 3, 2026 and December 31, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 148.6 million and $ 151.1 million, respectively.

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 available-for-sale short-term investments.

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:

Actuarial gain $ 4,406 $ — $ — $ ( 9 ) $ 3 $ 4,400

Prior service costs ( 79 ) — — 4 ( 1 ) ( 76 )

Net postretirement benefits activity:

Actuarial gain 2,960 — — — — 2,960

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

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

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:

Actuarial gain $ 533 $ — $ — $ — $ — $ 533

Prior service costs ( 91 ) — — 4 ( 1 ) ( 88 )

Net postretirement benefits activity:

Actuarial gain 761 — — 26 ( 6 ) 781

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

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 nine months of 2025 and the first nine months of 2024:

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 interest rate swap agreements and unrealized gains/losses on the Company’s available-for-sale short-term investments.

Following is a summary of AOCI(L) for the first quarter of 2026 and the first quarter of 2025:

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

(in thousands) December 31, 2025 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect April 3, 2026

Net pension activity:

2 unchanged sentences

Net postretirement benefits activity:

Actuarial gain 2,960 — — — — 2,960

Actuarial loss ( 4,844 ) — — 243 ( 59 ) ( 4,660 )

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

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

Interest rate swaps — 1,521 ( 373 ) — — 1,148

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

1 unchanged sentence

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

(in thousands) December 31, 2024 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect March 28, 2025

Net pension activity:

9 unchanged sentences

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

First Nine Months

First Quarter

(in thousands) 2026 2025

Short-term investments $ ( 4,464 ) $ ( 3,450 )

Accounts receivable, trade $ ( 24,520 ) $ 10,467

4 unchanged sentences

Prepaid expenses and other current assets ( 11,642 ) 114

Short-term investments — ( 1,451 )

Accounts payable, trade 49,403 9,572

4 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