What changed in this filing

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Item 3. Legal Proceedings

2026-02-20 compared with 2025-02-20 · 48 added, 19 removed, 167 unchanged (29% of the section changed)

26 unchanged sentences

The action also sought a monetary judgment reimbursing any amounts paid by the plaintiffs in excess of their obligations.

Two of the insurers, one with a

$15 million policy limit and one with a $25 million policy limit, asserted cross-claims against the Company, alleging that the Company and/or its insurers are responsible for Aqua-Chem’s asbestos liabilities before any obligation is triggered on the part of the cross-claimant insurers to pay for such costs under their policies.

Two of the insurers, one with a $15 million policy limit and one with a $25 million policy limit, asserted cross-claims against the Company, alleging that the Company and/or its insurers are responsible for Aqua-Chem’s asbestos liabilities before any obligation is triggered on the part of the cross-claimant insurers to pay for such costs under their policies.

Aqua-Chem and the Company filed and obtained a partial summary judgment determination in the coverage action that the insurers for Aqua-Chem and the Company were jointly and severally liable for coverage amounts, but reserving judgment on other defenses that might apply.

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Using the new tax calculation methodology, the IRS reallocated over $9 billion of income to the U.S.

parent company from its foreign licensees

for tax years 2007 through 2009.

parent company from its foreign licensees for tax years 2007 through 2009.

Consistent with the Closing Agreement, the IRS did not assert penalties, and it has yet to do so.

11 unchanged sentences

tax regulations (known as the blocked-income regulations) that address the effect of certain Brazilian legal restrictions on royalty payments by the Company’s licensee in Brazil apply to the Company’s operations and that the Tax Court opinion in 3M Co.

Commissioner (February 9, 2023) controlled as to the validity of those regulations.

Commissioner (February 9, 2023) (“ 3M case”) controlled as to the validity of those regulations.

On October 1, 2025, the U.S.

Court of Appeals for the Eighth Circuit issued an opinion reversing the judgment of the Tax Court in the 3M case.

In its decision, the court concluded that the blocked-income regulation was inconsistent with Internal Revenue Code (“IRC”) Section 482 and that the IRS therefore could not reallocate income from 3M’s subsidiary in Brazil to 3M in contravention of Brazilian restrictions on the payment of royalties.

Further, the U.S.

Court of Appeals for the Eighth Circuit specifically rejected the IRS’ argument that the ability of 3M’s subsidiary in Brazil to pay dividends, rather than royalties, meant that royalty income should not be treated as blocked.

Both of these conclusions are highly supportive of the Company’s position in its case and reinforce its prior conclusions.

The Company believes that the IRS and the Tax Court misinterpreted and misapplied the applicable regulations in reallocating income earned by the Company’s foreign licensees to increase the Company’s U.S.

1 unchanged sentence

The Company intends to assert its claims on appeal and vigorously defend its positions.

In addition, for its litigation with the IRS and for purposes of its appeal of the Tax Court decision, the Company is currently evaluating the implications of several significant administrative law cases recently decided by the U.S.

In addition, for its litigation with the IRS and for purposes of its appeal of the Tax Court decision, the Company continues to evaluate the implications of several significant administrative law cases recently decided by the U.S.

Supreme Court, most notably Loper Bright v.

Raimondo , which overruled Chevron U.S.A., Inc.

NRDC (“ Chevron ”).

Since 1984, Chevron had required that courts defer to agency interpretations of statutes and agency action.

NRDC (“ Chevron case”).

Since 1984, the Chevron case had required that courts defer to agency interpretations of statutes and agency action.

EPA and Garland v.

Cargill , two of the recent decisions, the U.S.

Supreme Court demonstrated how courts are to rule on agency interpretations and actions without the deference previously required by Chevron .

Supreme Court demonstrated how courts are to rule on agency interpretations and actions without the deference previously required by the Chevron case.

On August 2, 2024, the Tax Court entered a decision reflecting additional federal income tax of $ 2.7 billion for the 2007 through 2009 tax years.

2 unchanged sentences

That amount, plus interest earned, would be refunded in full or in part if the Company’s tax positions are ultimately sustained on appeal.

For the year ended December 31, 2024, the Company recorded net interest income of $ 77 million related to this tax payment in the line item income taxes in our consolidated statement of income, in accordance with our accounting policy.

The payment of the IRS invoices and the related accrued interest were recorded in the line item other noncurrent assets in our consolidated balance sheet as of December 31, 2024.

For the years ended December 31, 2025 and 2024, the Company recorded net interest income of $ 217 million and $ 77 million, respectively, related to this tax payment in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy.

The payment of the IRS invoices and the related accrued interest were recorded in the line item other noncurrent assets in our consolidated balance sheets as of December 31, 2025 and December 31, 2024.

On October 22, 2024, the Company appealed the Tax Court’s decision to the U.S.

Court of Appeals for the Eleventh Circuit.

The Company filed its principal appellate brief with the U.S.

Court of Appeals for the Eleventh Circuit on March 12, 2025.

The IRS filed its appellate brief on July 7, 2025.

The Company filed its reply brief on August 27, 2025.

In determining the amount of tax reserve to be recorded as of December 31, 2020, the Company completed the required two-step evaluation process prescribed by Accounting Standards Codification 740, Accounting for Income Taxes .

5 unchanged sentences

As a result of this analysis, we recorded a tax reserve of $ 438 million during the year ended December 31, 2020 related to the application of the resulting methodologies as well as the different tax treatment applicable to dividends originally paid to the U.S.

parent company by its foreign licensees, in

reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the Company’s analysis.

parent company by its foreign licensees, in reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the Company’s analysis.

The Company’s conclusion that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal is unchanged as of December 31, 2025.

20 unchanged sentences

The Company believes it has strong defenses to the claims.

On October 30, 2024, Los Angeles County Counsel filed a lawsuit against the Company, Reyes Coca-Cola Bottling, LLC, as well as other unrelated parties in the Superior Court for the State of California for the County of Los Angeles concerning the environmental impacts of plastic packaging on coastal areas and waterways.

On July 21, 2025, the Baltimore Circuit Court granted in part the

Company’s Motion to Dismiss, dismissing with prejudice all claims except the public nuisance claim.

Proceedings on the public nuisance claim have been stayed pending the outcome of informative Maryland Supreme Court cases.

On October 30, 2024, Los Angeles County Counsel filed a lawsuit against the Company, Reyes Coca-Cola Bottling, LLC, as well as other unrelated parties (collectively, “Defendants”) in the Superior Court for the State of California for the County of Los Angeles (“Superior Court”) concerning the environmental impacts of plastic packaging on coastal areas and waterways.

The complaint asserts (a) state-law claims for public nuisance;

2 unchanged sentences

The complaint seeks injunctive relief, restitution and civil penalties but does not specify an amount of damages sought.

The Company removed the action to federal court in December 2024, and the case was remanded back to the Superior Court in March 2025.

Defendants’ Motion to Dismiss was denied on September 23, 2025.

The Company continues to evaluate its options in light of the Superior Court’s decision and believes it has strong defenses to the claims.

On April 11, 2025, the Commissioner of the Department of Licensing and Consumer Affairs and the Government of the United

States Virgin Islands (“USVI”) filed a lawsuit against the Company, CC One Virgin Islands, LLC as well as other unrelated parties in the Superior Court of the Virgin Islands, Division of St.

Croix, concerning the environmental impacts of plastic packaging in the USVI.

The complaint asserts claims for (a) violations of USVI consumer protection statutes and (b) public nuisance.

The complaint seeks injunctive relief, restitution and civil penalties but does not specify an amount of damages sought.

The Company believes it has strong defenses to the claims.

The Company removed the action to federal court in December 2024.

MINE SAFETY DISCLOSURES

10 unchanged sentences

President of the Company’s ASEAN business unit from 2010 to August 2014.

Effective March 31, 2026, Mr.

Arroyo will assume the Company’s customer and commercial leadership responsibilities and become Global Chief Marketing and Customer Commercial Officer.

Henrique Braun

57 Chief Operating Officer since January 2025 and Executive Vice President since January 2024.

Senior Vice President from July 2023 to December 2023.

President, International Development, with oversight of seven of the Company’s operating units, from January 2023 to December 2024.

1 unchanged sentence

President of the Brazil business unit from September 2016 to September 2020, and President of the Greater China and Korea business unit from April 2013 to August 2016.

In December 2025, the Board of Directors elected Mr.

Braun to serve as Chief Executive Officer of the Company, effective March 31, 2026.

In February 2026, the Board of Directors nominated Mr.

Braun to stand for election as a Director at the 2026 Annual Meeting of Shareowners.

Lisa Chang 57 Executive Vice President since January 2024 and Global Chief People Officer since March 2019 when she joined the Company.

3 unchanged sentences

from 2013 through 2014, where she led human resources for all of its global locations.

Name Age Position

Monica Howard Douglas 53 Executive Vice President since January 2024 and Global General Counsel since April 2021.

1 unchanged sentence

Legal Director for the Southern and East Africa business unit from September 2013 to December 2017, and Vice President of Supply Chain and Consumer Affairs and Senior Managing Counsel, Coca-Cola Refreshments, from 2008 to September 2013.

Nikolaos Koumettis 60 President, Europe operating unit since January 2021, and prior to that, President of the Europe, Middle East and Africa Group from January 2019 to December 2020.

President of the Central and Eastern Europe business unit from April 2016 to December 2018, and President of the Central and Southern Europe business unit from April 2011 to April 2016.

Mann 53 Executive Vice President since January 2024 and President, North America operating unit since January 2023.

5 unchanged sentences

President of the Asia Pacific Group from August 2016 to December 2018, and President of the South Latin business unit from January 2013 to August 2016.

55 President, Europe operating unit since September 2025, and prior to that, President of the Africa operating unit from February 2023 to August 2025.

President of the central zone of the Latin America operating unit from January 2021 to January 2023.

President of the South Latin business unit from August 2020 to December 2020, and prior to that, Deputy President of the South Latin business unit from April 2020 to July 2020.

She joined the Company in March 2019 as vice president and general manager of the South Latin business unit.

Prior to that, she worked for S.C.

Johnson & Son, Inc., a multinational consumer product manufacturer, for more than 14 years in various roles in Europe, the United States and the Asia Pacific region.

Beatriz Perez 56 Executive Vice President since January 2024 and Global Chief Communications, Sustainability and Strategic Partnerships Officer since May 2017.

2 unchanged sentences

Chair of The Coca-Cola Foundation, Inc., the Company’s primary international philanthropic arm, since October 2017.

Name Age Position

Bruno Pietracci 51 President, Latin America operating unit since February 2023, and prior to that, President of the Africa operating unit from January 2021 to January 2023.

President of the Africa and Middle East business unit from February 2020 to December 2020, President of the South and East Africa business unit from July 2018 to January 2020, and Vice President of operations for the Europe, Middle East and Africa Group from November 2016 to June 2018.

Nancy Quan 59 Executive Vice President since January 2024, and prior to that, Senior Vice President from January 2019 to December 2023.

4 unchanged sentences

President from August 2015 to December 2018, and Chief Operating Officer from August 2015 to April 2017.

He will step down as Chief Executive Officer effective March 31, 2026, on which date he will transition to Executive Chairman.

All executive officers serve at the pleasure of the Board of Directors.

1 unchanged sentence

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 3. Legal Proceedings