What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-21 · 39 added, 33 removed, 266 unchanged (21% of the section changed)

9 unchanged sentences

OTHER INFORMATION

Not applicable.

None of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the fiscal quarter ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

48 unchanged sentences

Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012 — incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2012.

By-Laws of the Company, as amended and restated through December 7, 2022 — incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on December 12, 2022.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 — incorporated herein by reference to Exhibit 4.1 of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 202 1 .

4.2 As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries.

By-Laws of the Company, as amended and restated through October 19, 2023 — incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 20, 2023.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.2 As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its consolidated subsidiaries.

The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.

74 unchanged sentences

Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 17, 2021 — incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2021 .*

The Coca-Cola Company 2014 Equity Plan, as amended and restated as of February 16, 2022 — incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q f or the quarter ended April 1 , 2022.*

Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022 — incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2022.*

1 unchanged sentence

Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022 — incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 16, 2022.*

Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 15 , 2023 — incorporated by reference to Exhibit 10.1 to the Company’s Q uarterly R eport on Form 10-Q filed on April 26, 2023.*

Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 15 , 2023 — incorporated by reference to Exhibit 10.2 to the Company’s Q uarterly R eport on Form 10-Q filed on April 26, 2023.*

Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 15 , 2023 — incorporated by reference to Exhibit 10.3 to the Company’s Q uarterly R eport on Form 10-Q filed on April 26, 2023.*

Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024.*

Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024.*

Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024.*

The Coca-Cola Company Supplemental Pension Plan, amended and restated effective January 1, 2010 (the “Supplemental Pension Plan”) — incorporated herein by reference to Exhibit 10.10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.*

5 unchanged sentences

Amendment Six to the Supplemental Pension Plan, dated December 9, 2020 — incorporated herein by reference to Exhibit 10.8.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*

Amendment Seven to The Coca-Cola Company Supplemental Pension Plan, dated June 15, 2022 — incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended J uly 1 , 2022.*

Amendment Eight to The Coca-Cola Company Supplemental Pension Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q f or the quarter ended September 30 , 2022.*

Amendment Seven to the Supplemental Pension Plan, dated June 15, 2022 — incorporate d herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022.*

Amendment Eight to the S upplemental Pension Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

Amendment Nine to the S upplemental Pension Plan, dated December 7, 2023.*

The Coca-Cola Company Supplemental 401(k) Plan (f/k/a the Supplemental Thrift Plan of the Company), amended and restated effective January 1, 2012, dated December 17 , 2011 — incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*

2 unchanged sentences

Amendment Three to The Coca-Cola Company Supplemental 401(k) Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

Amendment Four to The Coca-Cola Company Supplemental 401(k) Plan, dated December 7, 2023.*

The Coca-Cola Company Supplemental Cash Balance Plan, effective January 1, 2012 (the “Supplemental Cash Balance Plan”) — incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*

3 unchanged sentences

Amendment Four to the Supplemental Cash Balance Plan, dated December 9, 2020 — incorporated herein by reference to Exhibit 10.11.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*

Amendment Five to The Coca-Cola Company Supplemental Cash Balance Plan, dated June 15, 2022 — incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1 , 2022.*

Amendment Six to The Coca-Cola Company Supplemental Cash Balance Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30 , 2022.*

Amendment Five to the Supplemental Cash Balance Plan, dated June 15, 2022 — incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022.*

Amendment Six to the S upplemental Cash Balance Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

Amendment Seven to the S upplemental Cash Balance Plan, dated December 7, 2023.*

The Coca-Cola Company Directors’ Plan, amended and restated on December 13, 2012, effective January 1, 2013 — incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.*

4 unchanged sentences

Amendment Number Two to the Deferred Compensation Plan, dated October 24, 2016 — incorporated herein by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*

Amendment to the Deferred Compensation Plan, dated November 30, 2023.*

The Coca-Cola Export Corporation Employee Share Plan, effective as of March 13, 2002 — incorporated herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.*

1 unchanged sentence

Amendment Number One to the Benefits Plan for Members of the Board of Directors, dated December 16, 2005 — incorporated herein by reference to Exhibit 10.31.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.*

The Coca-Cola Company Severance Pay Plan, as amended and restated effective January 1, 2020 (the “Severance Pay Plan”) — incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2020.*

First A mendment to the Severance Pay Plan, dated May 29, 2020 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2020.*

Second A mendment to the Severance Pay Plan, dated December 9, 2020 — incorporated herein by reference to Exhibit 10.16.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*

Third A mendment to the Severance Pay Plan, dated September 22, 2021 — incorporated herein by reference to Exhibit 10.13.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.*

Fourth A mendment to the Severance Pay Plan, dated December 15, 2021 — incorporate d herein by reference to Exhibit 10.13.4 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2021 .*

Fifth Amendment to The Coca-Cola Company Severance Pay Plan, dated August 9, 2022 — incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30 , 2022.*

The Coca-Cola Company Severance Pay Plan, as amended and restated effective March 1, 2023.

The Coca-Cola Company Severance Pay Plan, as amended and restated effective January 1, 2024.*

Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 — incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April 18, 2005.

16 unchanged sentences

Letter, dated July 21, 2022, from the Company to Brian J.

Smith — incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*

Smith — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*

Letter, dated September 11, 2012, from the Company to Nathan Kalumbu — incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*

9 unchanged sentences

Letter, dated May 18, 2016, from the Company to Mario Alfredo Rivera Garcia — incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016.*

Separation Agreement and Full and Complete Release and Agreement on Trade Secrets and Confidentiality between The Coca-Cola Company and Alfredo Rivera, dated August 20, 2022 — incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2022.*

Separation Agreement and Full and Complete Release and Agreement on Trade Secrets and Confidentiality between The Coca-Cola Company and Alfredo Rivera, dated August 20, 2022 — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2022.*

Letter, dated October 19, 2016, from the Company to Barry Simpson — incorporated herein by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*

Separation Agreement and Full and Complete Release and Agreement on Trade Secrets and Confidentiality between The Coca-Cola Company and Barry Simpson, dated September 7, 2022 — incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q f or the quarter ended September 30 , 2022.*

Letter, dated October 26, 2016, from the Company to John Murphy — incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.*

Letter, dated October 18, 2018, from the Company to John Murphy — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 18, 2018.*

Letter, dated July 21, 2022, from the Company to John Murphy — incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*

Letter, dated July 21, 2022, from the Company to John Murphy — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2022.*

Letter, dated March 22, 2017, from the Company to Francisco Xavier Crespo Benitez — incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*

9 unchanged sentences

Mann — incorporated herein by reference to Exhibit 10.42.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*

Letter, dated August 18, 2022 , from the Company to Jennifer Mann — incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q f or the quarter ended September 30 , 2022.*

Letter, dated August 18, 2022, from the Company to Jennifer Mann — incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

Letter, dated March 24, 2017, from the Company to Robert E.

9 unchanged sentences

Letter, dated July 15, 2020, from the Company to Bradley Gayton — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2020.*

Consulting Agreement between The Coca-Cola Company and Bradley M.

Gayton, dated April 20, 2021 — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2021.*

Consulting Agreement between The Coca-Cola Company and Bradley Gayton, dated April 20, 2021 — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 21, 2021.*

Letter, dated September 14, 2020, from the Company to Henrique Braun — incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2020.*

Letter, dated December 13, 2022, from the Company to Henrique Braun.*

Letter, dated December 13, 2022, from the Company to Henrique Braun — incorporated herein by reference to Exhibit 10.40.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.*

Letter, dated April 23, 2021, from the Company to Monica Howard Douglas — incorporated herein by reference to Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021.*

Letter, dated December 14, 2022, from the Company to Bruno Pietracci.*

Letter, dated December 14, 2022, from the Company to Bruno Pietracci — incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.*

Letter, dated April 1, 2023, from the Company to Erin “Ellie” May — incorporated herein by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.*

List of subsidiaries of the Company as of December 31, 2023.

1 unchanged sentence

Powers of Attorney of Officers and Directors signing this report.

Rule 13a-14(a)/15d-14(a) Certification, executed by James R.

Quincey, Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company.

Rule 13a-14(a)/15d-14(a) Certification, executed by James Quincey, Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company.

Rule 13a-14(a)/15d-14(a) Certification, executed by John Murphy, President and Chief Financial Officer of The Coca-Cola Company.

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.

1350), executed by James R.

Quincey, Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company, and by John Murphy, Pr esident and Chief Financial Officer of The Coca-Cola Company.

1350), executed by James Quincey, Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company, and by John Murphy, President and Chief Financial Officer of The Coca-Cola Company.

The Coca-Cola Company Incentive Based Compensation Recoup ment Policy.

101 The following financial information from The Coca-Cola Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):

11 unchanged sentences

/s/ JAMES QUINCEY

James Quincey

Chairman of the Board of Directors and Chief Executive Officer

2 unchanged sentences

/s/ JAMES QUINCEY /s/ JOHN MURPHY

James Quincey

Chairman of the Board of Directors and Chief Executive Officer

3 unchanged sentences

February 20, 2024 February 20, 2024

/s/ KATHY LOVELESS /s/ MARK RANDAZZA

Kathy Loveless

Vice President and Controller

/s/ ERIN MAY /s/ MARK RANDAZZA

Senior Vice President and Controller

(On behalf of the Registrant) Mark Randazza

Vice President, Assistant Controller and Chief Accounting Officer

Senior Vice President, Assistant Controller and Chief Accounting Officer

(Principal Accounting Officer)

6 unchanged sentences

February 20, 2024 February 20, 2024

Director Amity Millhiser

February 20, 2024 February 20, 2024

Director Caroline J.

9 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures