What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 186 added, 113 removed, 746 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

First Quarter

Second Quarter First Half

(in thousands, except per share data) 2026 2025 2026 2025

26 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

13 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

Current Assets:

44 unchanged sentences

Retained deficit ( 586,951 ) ( 824,046 )

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

Accumulated other comprehensive loss ( 3,507 ) ( 6,005 )

Total (deficit)/equity ( 500,130 ) ( 739,723 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

First Quarter

(in thousands) 2026 2025

5 unchanged sentences

Fair value adjustment of acquisition related contingent consideration 78,114 55,118

Amortization of debt costs 1,242 835

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

Deferred income taxes ( 7,119 ) ( 15,985 )

Loss (gain) on sale of property, plant and equipment 3,702 ( 1,856 )

Amortization of debt costs 2,443 1,663

Change in current assets less current liabilities ( 39,707 ) ( 17,821 )

14 unchanged sentences

Cash dividends paid ( 33,282 ) ( 43,589 )

Payments on financing lease obligations ( 137 ) ( 650 )

Payments related to share repurchases ( 27,972 ) ( 34,410 )

Debt issuance fees ( 276 ) ( 233 )

Payments on financing lease obligations ( 275 ) ( 1,320 )

Net cash used in financing activities $ ( 373,931 ) $ ( 114,761 )

4 unchanged sentences

Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 27,359 $ 34,789

Accrued excise taxes related to share repurchases 27,972 650

Right-of-use assets obtained in exchange for operating lease obligations 837 6,197

11 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

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

Net income — — — 158,821 — — — 158,821

Other comprehensive income, net of tax — — — — 1,160 — — 1,160

Dividends declared:

Common Stock ($ 0.25 per share)

— — — ( 14,129 ) — — — ( 14,129 )

Class B Common Stock ($ 0.25 per share)

— — — ( 2,512 ) — — — ( 2,512 )

Balance on July 3, 2026 $ 56,517 $ 10,047 $ 23,764 $ ( 586,951 ) $ ( 3,507 ) $ — $ — $ ( 500,130 )

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

6 unchanged sentences

— — — ( 5,024 ) — — — ( 5,024 )

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

Balance on July 3, 2026 $ 56,517 $ 10,047 $ 23,764 $ ( 586,951 ) $ ( 3,507 ) $ — $ — $ ( 500,130 )

(in thousands, except per share data) Common

7 unchanged sentences

Stock Treasury Stock - Class B Common Stock Total

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

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

Net income — — — 187,387 — — — 187,387

5 unchanged sentences

— — — ( 2,512 ) — — — ( 2,512 )

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

Share repurchases — — — — — ( 34,755 ) — ( 34,755 )

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

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

Net income — — — 290,998 — — — 290,998

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

Dividends declared:

Common Stock ($ 0.50 per share)

— — — ( 38,565 ) — — — ( 38,565 )

Class B Common Stock ($ 0.50 per share)

— — — ( 5,024 ) — — — ( 5,024 )

Share repurchases — — — — — ( 34,755 ) — ( 34,755 )

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

See accompanying notes to condensed consolidated financial statements.

9 unchanged sentences

The condensed consolidated financial statements presented are:

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

• The results of operations, comprehensive income and changes in stockholders’ (deficit) equity for the three-month periods ended July 3, 2026 (the “second quarter” of fiscal 2026 (“2026”)) and June 27, 2025 (the “second quarter” of fiscal 2025 (“2025”)) and the six-month periods ended July 3, 2026 (the “first half” of 2026) and June 27, 2025 (the “first half” of 2025).

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

23 unchanged sentences

Frank Harrison, III

As of April 3, 2026, J.

As of July 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.

9 unchanged sentences

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

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

Other payments made by the Company to The Coca‑Cola Company related to cold drink equipment parts, fees associated with the rights to distribute certain brands and other customary items.

Payments made by The Coca‑Cola Company to the Company included annual funding in connection with the Company’s agreement to support certain business initiatives developed by The Coca‑Cola Company and funding associated with the delivery of post-mix products to various customers, both of which were recorded as a reduction to cost of sales in the condensed consolidated statements of operations.

consolidated statements of operations.

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 $ 19.1 million in the first quarter of 2026 and $ 19.8 million in the first quarter of 2025.

Acquisition related sub-bottling payments to CCR were $ 37.1 million in the first half of 2026 and $ 35.2 million in the first half 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) April 3, 2026 December 31, 2025

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

Current portion of acquisition related contingent consideration $ 71,054 $ 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 $ 21.3 million as of both April 3, 2026 and December 31, 2025.

The Company’s investment in Southeastern, which was classified as other assets in the condensed consolidated balance sheets, was $ 21.5 million as of July 3, 2026 and $ 21.3 million as of 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 $ 37.5 million as of April 3, 2026 and $ 35.0 million as of December 31, 2025.

The Company’s investment in SAC, which was classified as other assets in the condensed consolidated balance sheets, was $ 39.9 million as of July 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.

As of both July 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 $ 2.6 million in the first quarter of 2026 and $ 2.3 million in the first quarter of 2025.

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 $ 5.0 million in the first half of 2026 and $ 4.8 million in the first half 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 $ 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.

The Company had rebates due from CCBSS of $ 21.3 million on July 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 $ 30.4 million as of April 3, 2026 and $ 30.2 million as of December 31, 2025.

The Company’s investment in CONA, which was classified as other assets in the condensed consolidated balance sheets, was $ 30.1 million as of July 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 $ 6.3 million in the first quarter of 2026 and $ 6.0 million in the first quarter of 2025.

The Company incurred service fees to CONA of $ 12.8 million in the first half of 2026 and $ 12.2 million in the first half of 2025.

Related Party Leases

4 unchanged sentences

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

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.

Rental payments for this lease were $ 1.0 million in both the second quarter of 2026 and the second quarter of 2025 and $ 2.1 million and $ 2.0 million in the first half of 2026 and the first half of 2025, respectively.

The principal balance outstanding under this lease was $ 14.1 million on July 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 $ 2.2 million in the first quarter of 2026 and $ 2.1 million in the first quarter of 2025.

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 $ 4.0 million and $ 3.9 million in the second quarter of 2026 and the second quarter of 2025, respectively, and $ 6.2 million and $ 6.0 million in the first half of 2026 and the first half of 2025, 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 quarter of 2026 and approximately 98 % of the Company’s net sales in the first quarter of 2025.

Point in time sales accounted for approximately 99 % of the Company’s net sales in both the first half of 2026 and the first half 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:

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

17 unchanged sentences

Returned product is recognized as a reduction to net sales.

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’s reserve for customer returns was $ 6.3 million as of July 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 quarter of 2026 and the first quarter of 2025:

First Quarter

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

(in thousands) 2026 2025

3 unchanged sentences

Ending balance - allowance for credit losses $ 7,016 $ 6,374

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.

6 unchanged sentences

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.

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.

4 unchanged sentences

The Company’s segment results are as follows:

First Quarter 2026

Second Quarter 2026

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

15 unchanged sentences

$ 52,634 $ 5,517 $ — $ 58,151

First Quarter 2025

Second Quarter 2025

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

15 unchanged sentences

$ 49,387 $ 5,378 $ — $ 54,765

First Half 2026

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

Net sales $ 3,872,764 $ 181,823 $ ( 155,499 ) $ 3,899,088

Cost of goods sold 2,401,711 111,392 ( 119,508 ) 2,393,595

Gross profit 1,471,053 70,431 ( 35,991 ) 1,505,493

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 633,446 $ 27,458 $ — $ 660,904

Fleet costs (3)

41,760 16,089 — 57,849

Depreciation and amortization expense (4)

61,687 1,163 — 62,850

All other segment items (5)

236,675 14,343 ( 35,991 ) 215,027

Total selling, delivery and administrative expenses 973,568 59,053 ( 35,991 ) 996,630

Income from operations $ 497,485 $ 11,378 $ — $ 508,863

Total depreciation and amortization expense (4)

$ 104,224 $ 10,829 $ — $ 115,053

First Half 2025

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

Net sales $ 3,414,158 $ 155,512 $ ( 134,174 ) $ 3,435,496

Cost of goods sold 2,076,336 90,173 ( 100,613 ) 2,065,896

Gross profit 1,337,822 65,339 ( 33,561 ) 1,369,600

Selling, delivery and administrative expenses:

Payroll costs (2)

$ 562,318 $ 24,477 $ — $ 586,795

Fleet costs (3)

47,089 14,373 — 61,462

Depreciation and amortization expense (4)

57,384 1,081 — 58,465

All other segment items (5)

219,924 14,611 ( 33,561 ) 200,974

Total selling, delivery and administrative expenses 886,715 54,542 ( 33,561 ) 907,696

Income from operations $ 451,107 $ 10,797 $ — $ 461,904

Total depreciation and amortization expense (4)

$ 97,437 $ 10,701 $ — $ 108,138

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

7 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:

First Quarter

Second Quarter First Half

(in thousands, except per share data) 2026 2025 2026 2025

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Numerator for diluted net income per Class B Common Stock share $ 24,126 $ 21,868 $ 41,067 $ 33,918

First Quarter

(in thousands, except per share data) 2026 2025

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

4 unchanged sentences

Class B Common Stock weighted average shares outstanding – diluted 10,132 10,188 10,132 10,188

Second Quarter First Half

(in thousands, except per share data) 2026 2025 2026 2025

Basic net income per share:

22 unchanged sentences

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.

1 unchanged sentence

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

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.

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

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

Inventories consisted of the following:

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

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

Finished products $ 240,716 $ 218,380

4 unchanged sentences

Prepaid expenses and other current assets consisted of the following:

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

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

Repair parts $ 34,096 $ 35,109

Prepaid taxes 19,135 19,952

Prepaid software 15,531 11,940

Prepaid marketing 6,511 5,545

Commodity hedges at fair market value 6,525 4,242

Prepaid marketing 6,166 5,545

Prepaid taxes 2,675 19,952

Other prepaid expenses and other current assets 41,181 31,880

2 unchanged sentences

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

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

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

Land $ 142,567 $ 138,309

11 unchanged sentences

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

April 3, 2026 December 31, 2025

July 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:

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 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 April 3, 2026:

Following is a summary of future minimum lease payments for all noncancelable operating leases and financing leases as of July 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 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) April 3, 2026 December 31, 2025

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

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

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

9 unchanged sentences

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

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 88.1 million as of April 3, 2026 and $ 66.6 million as of December 31, 2025.

The Company’s outstanding confirmed obligations included in accounts payable, trade in the condensed consolidated balance sheets were $ 88.5 million as of July 3, 2026 and $ 66.6 million as of December 31, 2025.

Other Accrued Liabilities

Other accrued liabilities consisted of the following:

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

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

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

Accrued insurance costs $ 84,595 $ 68,181

Current portion of acquisition related contingent consideration 71,054 74,938

Accrued marketing costs 62,361 62,467

Employee and retiree benefit plan accruals 35,852 35,308

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

Accrued interest payable 9,720 10,558

Accrued taxes (other than income taxes) 8,253 6,485

Accrued excise taxes related to share repurchases — 27,972

All other accrued expenses 26,198 21,328

2 unchanged sentences

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

In the normal course of business, the Company manages this risk, 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.

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:

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Selling, delivery and administrative expenses ( 3,523 ) 689 6,854 854

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

Total (loss) gain $ ( 13,609 ) $ 2,009 $ ( 734 ) $ 1,375

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) April 3, 2026 December 31, 2025

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

Prepaid expenses and other current assets $ 6,525 $ 4,242

1 unchanged sentence

Total assets $ 6,813 $ 4,242

Other liabilities $ 120 $ —

Other accrued liabilities $ 1,446 $ 42

Other liabilities 1,901 —

Total liabilities $ 3,347 $ 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) April 3, 2026 December 31, 2025

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

Gross commodity derivative instrument assets $ 13,213 $ 4,994

1 unchanged sentence

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

(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 June 2027 December 2026

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

Aluminum Fuel Aluminum Fuel

Net notional amount of outstanding commodity derivative instruments $ 2,838 $ 3,065 $ 15,129 $ 2,415

Hedged via call and swap instruments 67 t 11,430 gal 10 t 7,500 gal

Hedged via put instruments 74 t 14,310 gal 5 t 9,900 gal

Latest maturity date of outstanding commodity derivative instruments December 2028 December 2027 December 2026 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.

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.

The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements.

The Company considers nonperformance risk in determining the fair values of commodity derivative instruments.

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

5 unchanged sentences

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

The Company’s credit risk related to the commodity derivative instruments is managed by requiring high standards for its counterparties and periodic settlements.

The Company considers nonperformance risk in determining the fair values of commodity derivative instruments.

Debt Level 2 The carrying amounts of the Company’s variable rate debt approximate the fair values due to variable interest rates with short reset periods.

2 unchanged sentences

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

April 3, 2026

(in thousands) Carrying

17 unchanged sentences

Deferred compensation plan liabilities 95,195 95,195 95,195 — —

Commodity derivative instruments 42 42 — 42 —

Debt 2,786,009 2,848,500 — 2,848,500 —

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:

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Ending balance - Level 3 liability $ 760,396 $ 675,300 $ 760,396 $ 675,300

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.

As of July 3, 2026 and June 27, 2025, a WACC of 8.2 % and 8.9 %, respectively, was utilized in the valuation of the Company’s acquisition related contingent consideration liability.

The increase in the fair value of the acquisition related contingent consideration liability during the first half of 2026 was driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments and a decrease in the WACC used to calculate the fair value of the liability from 8.5 % as of December 31, 2025.

This fair value adjustment was recorded in mark-to-market on acquisition related contingent consideration in the condensed consolidated statement of operations for the first half of 2026.

For 2026, the Company estimates the annual sub-bottling payments will be in the range of approximately $ 70 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 $ 70 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.

The Company’s effective income tax rate was 26.2 % for the first half of 2026 and 25.9 % for the first half of 2025.

The Company’s income tax expense was $ 96.0 million for the first half of 2026 and $ 101.5 million for the first half of 2025.

The decrease in income tax expense was primarily attributable to lower income before taxes during the first half of 2026 compared to the first half of 2025.

The Company had uncertain tax positions, including accrued interest, of $ 0.6 million on July 3, 2026 and $ 0.5 million on 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.

3 unchanged sentences

The components of net periodic pension cost were as follows:

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 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 did not make any contributions to the Bargaining Plan during the first quarter of 2026.

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

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

4 unchanged sentences

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

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

Other liabilities consisted of the following:

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

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

Noncurrent portion of acquisition related contingent consideration $ 689,342 $ 642,970

7 unchanged sentences

Rate Interest

Nonpublic April 3,

Nonpublic July 3,

2026 December 31,

19 unchanged sentences

Total long-term debt $ 2,413,112 $ 2,686,009

(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.

(1) As of July 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.

10 unchanged sentences

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.

As of July 3, 2026, the Company has repaid $ 275 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 $ 175 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:

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 April 3, 2026.

The Company was in compliance with these covenants as of July 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).

Over the next 12 months, the Company expects approximately $ 2 million related to these interest rate swaps to be released from accumulated other comprehensive 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.

Changes in the fair values of these interest rate swaps were classified as accumulated other comprehensive 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.

5 unchanged sentences

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

The Company purchased 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 Company purchased 13.9 million cases and 13.3 million cases of finished product from SAC in the first half of 2026 and the first half of 2025, respectively.

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

First Quarter

Second Quarter First Half

(in thousands) 2026 2025 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 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.

As of July 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 April 3, 2026, and there was no impairment identified in 2025.

No impairment of the Company’s investment in SAC was identified as of July 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 both April 3, 2026 and December 31, 2025.

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

These letters of credit and other collateral totaled $ 52.7 million on July 3, 2026 and $ 47.5 million on December 31, 2025.

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

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.

As of July 3, 2026 and December 31, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $ 146.1 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.

7 unchanged sentences

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:

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

Gains (Losses) During the Period Reclassification to Income

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

(in thousands) April 3, 2026 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect July 3, 2026

Net pension activity:

8 unchanged sentences

Gains (Losses) During the Period Reclassification to Income

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

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

Net pension activity:

4 unchanged sentences

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

Unrealized gain on short-term investments 25 ( 14 ) 3 — — 14

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

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

Total AOCI(L) $ 1,871 $ ( 37 ) $ 8 $ ( 5 ) $ 2 $ 1,839

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

Gains (Losses) During the Period Reclassification to Income

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

Net pension activity:

Actuarial gain $ 4,439 $ — $ — $ — $ — $ 4,439

Prior service costs ( 167 ) — — 17 ( 5 ) ( 155 )

Net postretirement benefits activity:

Actuarial loss ( 4,844 ) — — 487 ( 119 ) ( 4,476 )

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

Interest rate swaps — 2,807 ( 689 ) — — 2,118

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

Total AOCI(L) $ ( 6,005 ) $ 2,807 $ ( 689 ) $ 504 $ ( 124 ) $ ( 3,507 )

Gains (Losses) During the Period Reclassification to Income

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

Net pension activity:

Actuarial gain $ 4,418 $ — $ — $ ( 18 ) $ 6 $ 4,406

Prior service costs ( 85 ) — — 8 ( 2 ) ( 79 )

Net postretirement benefits activity:

Actuarial gain 2,960 — — — — 2,960

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

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

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

Total AOCI(L) $ 1,885 $ ( 51 ) $ 11 $ ( 10 ) $ 4 $ 1,839

Supplemental Disclosures of Cash Flow Information

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

First Quarter

(in thousands) 2026 2025

12 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements