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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-20 · 22 added, 21 removed, 286 unchanged (13% of the section changed)

9 unchanged sentences

OTHER INFORMATION

During the fiscal quarter ended December 31, 2024, 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, except as follows:

Mann , Executive Vice President and President, North America operating unit , adopted a Rule 10b5-1 trading arrangement on November 22, 2024 for the potential exercise of vested stock options and the associated sale of up to 80,820 shares of common stock of the Company, subject to certain conditions.

The arrangement’s expiration date is November 1, 2025, or such earlier date upon which all transactions are completed.

This trading plan was adopted during an open trading window.

During the fiscal quarter ended December 31, 2025, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the Company’s 2025 Proxy Statement to be filed with the Securities and Exchange Commission (“SEC”) within 120 days of the fiscal year ended December 31, 2024.

The information required by this item is incorporated by reference to the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

in Part I of this report for information regarding executive officers of the Company.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

(2) Financial Statement Schedules:

The schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (“SEC”) are not required under the related instructions or are inapplicable and, therefore, have been omitted.

The schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(3) Exhibits:

12 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 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.

By-Laws of the Company, as amended and restated through October 19, 2023 — incorporated herein by reference to Exhibit 3.2 to 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, as amended.

63 unchanged sentences

Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February 19, 2014 — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 19, 2014.*

The Coca-Cola Company 2014 Equity Plan (the “ 2014 Eq uity Plan ” ) , as amended and restated as of February 17, 2016 — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2016.*

The Coca-Cola Company 2014 Equity Plan (the “2014 Equity Plan”), as amended and restated as of February 17, 2016 — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2016.*

Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 18, 2015 — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 18, 2015.*

26 unchanged sentences

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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.*

Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024 — incorporated by reference to Exhibit 10.5.29 to the Company’s Annual Report on Form 10-K for the year ende d December 31, 2023 .*

Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024 — incorporated by reference to Exhibit 10.5.30 to the Company’s Annual Report on Form 10-K for the year end ed December 31, 2023 .*

Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 14, 2024 — incorporated by reference to Exhibit 10.5.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.*

Supplemental Award Notification — 2022 and 2023 Performance Share Units under the 2014 Equity Plan — incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 21, 2024.*

Supplemental Award Notification — 2022 and 2023 Restricted Stock Units under the 2014 Equity Plan — incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 21, 2024.*

The Coca-Cola Company 2024 Equity Plan (the “ 2024 Equity Plan ” ) — incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 2, 2024.*

Supplemental Award Notification — 2022 and 2023 Performance Share Units under the 2014 Equity Plan — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 21, 2024.*

Supplemental Award Notification — 2022 and 2023 Restricted Stock Units under the 2014 Equity Plan — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 21, 2024.*

The Coca-Cola Company 2024 Equity Plan (the “2024 Equity Plan”) — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 2, 2024.*

Form of Performance Share Agreement for grants under the 2024 Equity Plan, as adopted May 1, 2024 — incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024.*

26 unchanged sentences

The Coca-Cola Company Directors’ Plan, amended and restated on February 21, 2019, effective April 24, 2019 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2019.*

The Coca-Cola Company Directors’ Plan, amended and restated on October 17, 2019, effective January 1, 2020 — incorporated herein by reference to Exhibit 10.11.2 to the Company’s Annual Report on F orm 10-K for the year ended December 31, 2019.*

T he Coca-Cola Company D irectors ’ Plan, as amended and restated , effective June 1, 2025 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10- Q for the quarter ended June 27, 2025 .*

Deferred Compensation Plan of the Company, as amended and restated January 1, 2024 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2024.*

2 unchanged sentences

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, 2024 — incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K f or the year ended December 31, 2023.*

The Coca-Cola Company Severance Pay Plan, as amended and restated effective January 1, 2025 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025*

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.

11 unchanged sentences

The Coca-Cola Export Corporation Mobile Employees Retirement Plan, effective January 1, 2012 — incorporated herein by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.*

F irst Amendment to The Coca-Cola Export Corporation Mobile Employees Retirement Plan, effective January 1, 2012, dated November 17 , 2025.*

Letter, dated May 18, 2016, from the Company to Brian J.

51 unchanged sentences

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.*

Letter, dated May 1, 2024, from the Company to Erin “Ellie” May — incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 2, 2024.*

Letter, dated May 1, 2024, from the Company to Erin “Ellie” May — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2024.*

Letter, dated July 17, 2025, from the Company to Luisa Ortega — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 26, 2025.*

The Coca-Cola Company Global Insider Trading Compliance Policy.

43 unchanged sentences

February 20, 2026 February 20, 2026

Amity Millhiser

Director David B.

February 20, 2026 February 20, 2026

Amity Millhiser

February 20, 2026

/s/ JENNIFER D.

2 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