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What changed in Coca-Cola Consolidated, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Coca-Cola Consolidated, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+303 added−301 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-20)

Top changes in Coca-Cola Consolidated, Inc.'s 2025 10-K

303 paragraphs added · 301 removed · 234 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

43 edited+6 added−7 removed70 unchanged
Biggest changeThe following table sets forth some of our principal products, including products of The Coca‑Cola Company and products licensed to us by other beverage companies: Sparkling Beverages Still Beverages The Coca-Cola Company Products: Barqs Root Beer Fresca BODYARMOR Gold Peak Coca-Cola Mello Yello Core Power Minute Maid Coca-Cola Cherry Pibb Xtra Dasani POWERade Coca-Cola Vanilla Seagrams Ginger Ale Dunkin’ Coffee Topo Chico Sabores Coca-Cola Zero Sugar Sprite fairlife Tum-E Yummies Diet Coke Sprite Zero Sugar glacéau smartwater Fanta glacéau vitaminwater Fanta Zero Sugar Products Licensed to Us by Other Beverage Companies: Diet Dr Pepper Sundrop Bang Energy NOS® Diet Sundrop Full Throttle Reign/Reign Storm Dr Pepper Monster Energy 1 Beverage Distribution and Manufacturing Agreements We have rights to distribute, promote, market and sell certain nonalcoholic beverages of The Coca‑Cola Company pursuant to comprehensive beverage agreements (as amended, collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company.
Biggest changePibb Zero Sugar Dunkin’ Coffee Topo Chico Coca-Cola Zero Sugar Seagrams Ginger Ale fairlife Topo Chico Sabores Diet Coke Seagrams Ginger Ale Zero Sugar glacéau smartwater Tum-E Yummies Fanta Sprite glacéau vitaminwater Fanta Zero Sugar Sprite Zero Sugar Gold Peak Products Licensed to Us by Other Beverage Companies: Ale 8 Dr Pepper Bang Energy Monster Energy Diet Dr Pepper Dr Pepper Zero Sugar FLRT NOS® Diet Sundrop Sundrop Full Throttle Reign/Reign Storm Beverage Distribution and Manufacturing Agreements We have rights to distribute, promote, market and sell certain nonalcoholic beverages of The Coca‑Cola Company pursuant to comprehensive beverage agreements (as amended, collectively, the “CBA”) with The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (“CCR”), a wholly owned subsidiary of The Coca‑Cola Company.
Approximately 85% of our total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. We also distribute products for several other beverage companies, including Keurig Dr Pepper Inc. (“Dr Pepper”) and Monster Energy Company (“Monster Energy”).
Approximately 85% of our total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which include some of the most recognized and popular beverage brands in the world. We also distribute products for several other beverage companies, including Monster Energy Company (“Monster Energy”) and Keurig Dr Pepper Inc. (“Dr Pepper”).
Still beverages include energy products and noncarbonated beverages such as bottled water, ready-to-drink tea, ready-to-drink coffee, enhanced water, juices and sports drinks. Our sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales include products packaged primarily in plastic bottles and aluminum cans.
Still beverages include energy products and noncarbonated beverages such as bottled water, ready-to-drink tea, ready-to-drink coffee, enhanced water, juices and sports drinks. Our sales are divided into two main categories: (i) bottle/can sales and (ii) other sales. Bottle/can sales primarily include products packaged in plastic bottles and aluminum cans.
In addition to our agreements with The Coca‑Cola Company and CCR, we also have rights to manufacture and/or distribute certain beverage brands owned by other beverage companies, including Dr Pepper and Monster Energy, pursuant to agreements with such other beverage companies.
In addition to our agreements with The Coca‑Cola Company and CCR, we also have rights to manufacture and/or distribute certain beverage brands owned by other beverage companies, including Monster Energy and Dr Pepper, pursuant to agreements with such other beverage companies.
We are not currently impacted by the policies in such proposed legislation, but it is possible that similar or more restrictive legal requirements may be proposed or enacted within our distribution territories in the future. We are also subject to federal, state and local environmental laws, including laws related to water consumption and treatment, wastewater discharge and air emissions.
We are not currently impacted by the policies in such legislation, but it is possible that similar or more restrictive legal requirements may be proposed or enacted within our distribution territories in the future. We are also subject to federal, state and local environmental laws, including laws related to water consumption and treatment, wastewater discharge and air emissions.
In addition to customary termination and default rights, the CBA requires us to make minimum, ongoing capital expenditures in our distribution business and to meet certain minimum volume requirements, gives The Coca‑Cola Company certain approval and other rights in connection with a sale of the Company or the distribution business of the Company and prohibits us from producing, manufacturing, preparing, packaging, distributing, selling, dealing in or otherwise using or handling any beverages, beverage components or other beverage products other than the beverages and beverage products of The Coca‑Cola Company and certain expressly permitted cross-licensed brands without the consent of The Coca-Cola Company.
In addition to certain termination and default rights, the CBA requires us to make minimum, ongoing capital expenditures in our distribution business and to meet certain minimum volume requirements, gives The Coca‑Cola Company certain approval and other rights in connection with a sale of the Company or the distribution business of the Company and prohibits us from producing, manufacturing, preparing, packaging, distributing, selling, dealing in or otherwise using or handling any beverages, beverage components or other beverage products other than the beverages and beverage products of The Coca‑Cola Company and certain expressly permitted cross-licensed brands without the consent of The Coca-Cola Company.
To meet our talent objectives, we utilize key strategies and processes related to recruitment, onboarding and learning development. Through our Total Rewards Program, we strive to offer competitive compensation, benefits and services to our full-time teammates, including incentive plans, recognition plans, defined contribution plans, healthcare benefits, tax-advantaged spending accounts, corporate chaplaincy, employee assistance programs and other programs.
To meet our talent objectives, we utilize key strategies and processes related to recruitment, onboarding and learning 7 development. Through our Total Rewards Program, we strive to offer competitive compensation, benefits and services to our full-time teammates, including incentive plans, recognition plans, defined contribution plans, healthcare benefits, tax-advantaged spending accounts, corporate chaplaincy, employee assistance programs and other programs.
Restrictive legislation, if widely enacted, could have an adverse impact on the Company’s products, sales and reputation. Most beverage products sold by the Company are classified as food or food products and are therefore eligible for purchase using supplemental nutrition assistance program (“SNAP”) benefits by consumers purchasing them for home consumption.
Restrictive legislation, if widely enacted, could have an adverse impact on the Company’s products, sales and reputation. Most beverage products sold by the Company are classified as food or food products and are therefore generally eligible for purchase using supplemental nutrition assistance program (“SNAP”) benefits by consumers purchasing them for home consumption.
Management monitors market compensation and benefits to be able to attract, retain and promote teammates and to reduce turnover and its associated costs. 7 In recent years, the Company has faced periods of high teammate turnover, periodic labor shortages and wage inflation in our front-line workforce due to tight conditions in the labor market.
Management monitors market compensation and benefits to be able to attract, retain and promote teammates and to reduce turnover and its associated costs. In recent years, the Company has faced periods of high teammate turnover, periodic labor shortages and wage inflation in our front-line workforce due to tight conditions in the labor market.
The CBA requires the Company to make quarterly acquisition related sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR.
The CBA requires the Company to make quarterly acquisition related sub-bottling payments to CCR on a 1 continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca‑Cola Company and related products in certain distribution territories the Company acquired from CCR.
As part of making the CONA System available to us, CONA provides us with certain business process and information technology services, including the planning, development, management and operation of the CONA System in connection with our direct store delivery and manufacture of products.
As part of making the CONA System available to us, CONA provides us with certain business process and information technology services, including the planning, development, management and operation of the CONA System in connection with our direct store delivery (“DSD”) and manufacture of products.
Incidence-Based Pricing Agreement with The Coca‑Cola Company The Company has an incidence-based pricing agreement with The Coca‑Cola Company, which establishes the prices charged by The Coca‑Cola Company to the Company for (i) concentrates of sparkling and certain still beverages produced by the Company and 2 (ii) certain purchased still beverages.
Incidence-Based Pricing Agreement with The Coca‑Cola Company The Company has an incidence-based pricing agreement with The Coca‑Cola Company, which establishes the prices charged by The Coca‑Cola Company to the Company for (i) concentrates of sparkling and certain still beverages produced by the Company and (ii) certain purchased still beverages.
Human Capital Resources At Coca-Cola Consolidated, our teammates are the heart of our business and the key to our success. As of December 31, 2024, we employed approximately 17,000 employees which we refer to as “teammates,” of which approximately 15,000 were full-time and approximately 2,000 were part-time. Approximately 15% of our workforce is covered by collective bargaining agreements.
Human Capital Resources At Coca-Cola Consolidated, our teammates are the heart of our business and the key to our success. As of December 31, 2025, we employed approximately 17,000 employees which we refer to as “teammates,” of which approximately 15,000 were full-time and approximately 2,000 were part-time. Approximately 15% of our workforce is covered by collective bargaining agreements.
Baltimore, MD Silver Spring, MD Roanoke, VA Sandston, VA 11 Mid-South A significant portion of central and southern Arkansas and Tennessee and portions of western Kentucky and northwestern Mississippi, including Little Rock and West Memphis, Arkansas, Cleveland, Cookeville, Johnson City, Knoxville, Memphis and Morristown, Tennessee, Paducah, Kentucky and surrounding areas.
Baltimore, MD Silver Spring, MD Roanoke, VA Sandston, VA 20 Mid-South A significant portion of central and southern Arkansas and Tennessee and portions of western Kentucky and northwestern Mississippi, including Little Rock and West Memphis, Arkansas, Cleveland, Cookeville, Johnson City, Knoxville, Memphis and Morristown, Tennessee, Paducah, Kentucky and surrounding areas.
Indianapolis, IN Twinsburg, OH 10 Total 10 60 The Company is also a shareholder of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative managed by the Company. SAC is located in Bishopville, South Carolina, and the Company utilizes a portion of the production capacity from the Bishopville manufacturing plant.
Indianapolis, IN Cincinnati, OH Twinsburg, OH 13 Total 10 60 The Company is also a shareholder of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative managed by the Company. SAC is located in Bishopville, South Carolina, and the Company utilizes a portion of the production capacity from the Bishopville manufacturing plant.
The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents: Fiscal Year 2024 2023 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % The Kroger Co.
The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents: Fiscal Year 2025 2024 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % The Kroger Co.
Energy drinks with a nutrition facts label are also classified as food and are eligible for purchase for home consumption using SNAP benefits, whereas energy drinks classified as a supplement by the United States Food and Drug Administration (the “FDA”) are not.
Energy drinks with a nutrition facts label are also classified as food and may be eligible for purchase for home consumption using SNAP benefits, whereas energy drinks classified as a supplement by the United States Food and Drug Administration (the “FDA”) are not.
(2) 12 % 11 % Total approximate percent of the Company’s total net sales 29 % 28 % (1) Includes bottle/can sales volume related to the Walmart, Sam’s Club and Walmart Neighborhood Market chains. (2) Includes bottle/can sales volume related to the Kroger and Harris Teeter chains.
(2) 12 % 12 % Total approximate percent of the Company’s total net sales 29 % 29 % (1) Includes bottle/can sales volume related to the Walmart, Sam’s Club and Walmart Neighborhood Market chains. (2) Includes bottle/can sales volume related to the Kroger and Harris Teeter chains.
Our Purpose is to honor God in all we do, to serve others, to pursue excellence and to grow profitably. Ownership As of December 31, 2024, J.
Our Purpose is to honor God in all we do, to serve others, to pursue excellence and to grow profitably. Ownership As of December 31, 2025, J.
(2) 15 % 14 % Total approximate percent of the Company’s total bottle/can sales volume 36 % 35 % Approximate percent of the Company’s total net sales: Walmart Inc. (1) 17 % 17 % The Kroger Co.
(2) 15 % 15 % Total approximate percent of the Company’s total bottle/can sales volume 36 % 36 % Approximate percent of the Company’s total net sales: Walmart Inc. (1) 17 % 17 % The Kroger Co.
In light of the Company’s financial performance, distribution territory footprint and future business prospects, in 2024, the Company made cash donations of approximately $53 million to various charities and donor-advised funds. The Company focuses on charities impacting communities throughout our territory in the following areas: Education, Youth Development, Crisis Assistance, Health & Wellness, Veteran & First Responders and Sustainability.
In light of the Company’s financial performance, distribution territory footprint and future business prospects, in 2025, the Company made cash donations of approximately $52 million to various charities and donor-advised funds. The Company focuses on charities impacting communities throughout our territories in the following areas: Education, Youth Development, Crisis Assistance, Health & Wellness, Veteran & First Responders and Sustainability.
It has also been proposed that the federal government enact policies through agencies such as the United States Department of Health and Human Services that would ban or restrict the usage of certain ingredients used in the manufacture of the products that we sell.
It has also been proposed that the federal government, through agencies such as the United States Department of Health and Human Services, or individual states enact policies that would discourage consumption of our products or ban or restrict the usage of certain ingredients used in the manufacture of the products that we sell.
Certain information regarding each of these markets follows: Market Description Manufacturing Plants Number of Distribution Centers Carolinas The majority of North Carolina and South Carolina and portions of southern Virginia, including Boone, Hickory, Mount Airy, Charlotte, Raleigh, Winston-Salem, Greensboro, Fayetteville, Greenville and New Bern, North Carolina, Conway, Marion, Charleston, Columbia, Greenville and Ridgeland, South Carolina and surrounding areas.
Certain information regarding each of the regions follows: Region Description Manufacturing Plants Number of Distribution Centers Carolinas The majority of North Carolina and South Carolina and portions of southern Virginia, including Boone, Hickory, Mount Airy, Charlotte, Raleigh, Winston-Salem, Greensboro, Fayetteville, Greenville and New Bern, North Carolina, Conway, Marion, Charleston, Columbia, Greenville and Ridgeland, South Carolina and surrounding areas.
An important part of attracting and retaining top talent is teammate satisfaction, and we conduct an annual engagement survey administered and analyzed by an independent third party to assess teammate satisfaction and engagement and the effectiveness of our teammate development and compensation programs. In 2024, 82% of our teammates participated in the survey.
An important part of attracting and retaining top talent is teammate satisfaction, and we conduct an annual engagement survey administered and analyzed by an independent third party to assess teammate satisfaction and engagement and the effectiveness of our teammate development and compensation programs. In 2025, 85% of our teammates participated in the survey.
Sales of beverages under these agreements with other beverage companies represented approximately 15%, 15% and 14% of our total bottle/can sales volume to retail customers in 2024, 2023 and 2022, respectively. Finished Goods Supply Arrangements We have finished goods supply arrangements with other U.S.
Sales of beverages under these agreements with other beverage companies represented approximately 15% of our total bottle/can sales volume to retail customers in 2025, 2024 and 2023. Finished Goods Supply Arrangements We have finished goods supply arrangements with other U.S.
Under the Ancillary Business Letter, the consent of The Coca‑Cola Company, which consent may not be unreasonably withheld, would be required for us to acquire or develop (i) any grocery, quick service restaurant, or convenience and petroleum store business engaged in the sale of beverages, beverage components or other beverage products not otherwise authorized or permitted by the CBA or (ii) any other line of business for which beverage activities otherwise prohibited under the CBA represent more than a certain threshold of net sales (subject to certain limited exceptions). 3 Markets Served and Facilities As of December 31, 2024, we served approximately 60 million consumers within our territories, which comprised five principal markets.
Under the Ancillary Business Letter, the consent of The Coca‑Cola Company, which consent may not be unreasonably withheld, would be required for us to acquire or develop (i) any grocery, quick service restaurant, or convenience and petroleum store business engaged in the sale of beverages, beverage components or other beverage products not otherwise authorized or permitted by the CBA or (ii) any other line of business for which beverage activities otherwise prohibited under the CBA represent more than a certain threshold of net sales (subject to certain limited exceptions). 3 Regions Served and Facilities We serve approximately 60 million consumers within our territories, which are comprised of four principal regions.
West Memphis, AR Nashville, TN 10 Mid-West A significant portion of Indiana and Ohio and a portion of southeastern Illinois, including Anderson, Whitestown, Evansville, Fort Wayne, Indianapolis and South Bend, Indiana, Akron, Columbus, Dayton, Elyria, Lima, Mansfield, Toledo, Willoughby and Youngstown, Ohio and surrounding areas.
West Memphis, AR Nashville, TN 10 Mid-West A significant portion of Indiana and Ohio, a portion of northeastern Kentucky and a portion of southeastern Illinois, including Anderson, Whitestown, Evansville, Fort Wayne, Indianapolis and South Bend, Indiana, Lexington and Louisville, Kentucky, Akron, Cincinnati, Columbus, Dayton, Elyria, Lima, Mansfield, Toledo, Willoughby and Youngstown, Ohio and surrounding areas.
Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of the Company’s Class B Common Stock, par value $1.00 per share (“Class B Common Stock”), which represented approximately 72% of the total voting power of the Company’s outstanding Common Stock, par value $1.00 per share (“Common Stock”), and Class B Common Stock on a consolidated basis.
Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 10,043,940 shares of the Company’s Class B Common Stock, par value $1.00 per share (“Class B Common Stock”), which represented approximately 78% of the total voting power of the Company’s outstanding Common Stock, par value $1.00 per share (“Common Stock”), and Class B Common Stock on a consolidated basis.
Similarly, we are aware of proposed legislation that would impose fees or taxes on various types of containers that are used in our business, implement new recycling regulations and the reduction of single-use plastics and place the onus on plastic suppliers to identify recycling solutions.
Similarly, we are aware of certain legislation that will impose fees or taxes on various types of containers that are used in our business, implement new recycling regulations and the reduction of single-use plastics and place the onus on plastic suppliers to identify or share the financial burden of recycling solutions.
In addition to our marketing and merchandising programs, we believe a sustained and planned charitable giving program to support the communities we serve is an essential component to the success of our brand and, by extension, our net sales.
We consider the funds we expend for marketing and merchandising programs necessary to maintain or increase revenue. In addition to our marketing and merchandising programs, we believe a sustained and planned charitable giving program to support the communities we serve is an essential component to the success of our brand and, by extension, our net sales.
Certain jurisdictions in which our products are sold have imposed, or are considering imposing, taxes, labeling requirements or other limitations on, or regulations pertaining to, the sale of certain of our products or ingredients contained in, or attributes of, our products or commodities used in the manufacture of our products, including certain of our products that contain added sugars or sodium, exceed 6 a specified caloric count or include specified ingredients such as caffeine or high-fructose corn syrup.
Certain states in our territories have implemented, or have announced that they will implement, restrictions on the use of SNAP benefits to purchase certain products of the Company, such as soft drinks or energy drinks. 6 Certain jurisdictions in which our products are sold have imposed, or are considering imposing, taxes, labeling requirements or other limitations on, or regulations pertaining to, the sale of certain of our products or ingredients contained in, or attributes of, our products or commodities used in the manufacture of our products, including certain of our products that contain added sugars or sodium, exceed a specified caloric count or include specified ingredients such as caffeine or high-fructose corn syrup.
Historically, these expenses have been partially offset by marketing funding support provided to us by The Coca‑Cola Company and other beverage companies in support of a variety of marketing programs, such as point-of-sale displays and merchandising programs. We consider the funds we expend for marketing and merchandising programs necessary to maintain or increase revenue.
We also expend substantial funds on our own behalf for extensive local sales promotions of our products. Historically, these expenses have been partially offset by marketing funding support provided to us by The Coca‑Cola Company and other beverage companies in support of a variety of marketing programs, such as point-of-sale displays and merchandising programs.
The information on our website or linked to or from our website is not incorporated by reference into, and does not constitute a part of, this report or any other documents we file with, or furnish to, the SEC.
The information on our website or linked to or from our website is not incorporated by reference into, and does not constitute a part of, this report or any other documents we file with, or furnish to, the SEC. 8 We use our website to distribute information, including as a means of disclosing material, nonpublic information and for complying with our disclosure obligations under Regulation FD.
Cincinnati, OH 12 Mid-Atlantic The entire state of Maryland, the majority of Virginia and Delaware, the District of Columbia and a portion of south-central Pennsylvania, including Easton, Salisbury, Capitol Heights, Baltimore, Hagerstown and Cumberland, Maryland, Norfolk, Staunton, Alexandria, Roanoke, Richmond, Yorktown and Fredericksburg, Virginia and surrounding areas.
Charlotte, NC 17 Mid-Atlantic The entire state of Maryland, the majority of Virginia, West Virginia and Delaware, the District of Columbia, a portion of south-central Pennsylvania, a portion of northeastern Kentucky and a portion of southern Ohio, including Easton, Salisbury, Capitol Heights, Baltimore, Hagerstown and Cumberland, Maryland, Norfolk, Staunton, Alexandria, Roanoke, Richmond, Yorktown and Fredericksburg, Virginia, Beckley, Bluefield, Clarksburg, Elkins, Parkersburg, Craigsville and Charleston, West Virginia, Pikeville, Kentucky, Portsmouth, Ohio and surrounding areas.
Restrictive policies, if widely enacted, could have an adverse impact on our products, input costs, sales and reputation.
Restrictive policies, if widely enacted, could have an adverse impact on our products, input costs, sales and reputation. Further, state variability in such policies could result in supply chain and customer relationship complexities.
Job-specific training includes activity-based classes that focus on how teammates can safely and efficiently sell, merchandise and display our products.
Our teammate onboarding experiences involve online learning, job-specific training and on-the-job development to learn about our Company, our products and our industry. Job-specific training includes activity-based classes that focus on how teammates can safely and efficiently sell, merchandise and display our products.
National Product Supply Governance Agreement We are a member of a national product supply group (the “NPSG”), which is composed of The Coca‑Cola Company, the Company and certain other Coca‑Cola bottlers who are regional producing bottlers in The Coca‑Cola Company’s national product supply system (collectively with the Company, the “NPSG Members”), pursuant to a national product supply governance agreement (as amended, the “NPSG Agreement”) executed in 2015 with The Coca‑Cola Company and certain other Coca‑Cola bottlers.
The Coca‑Cola Company has no rights under the incidence-based pricing agreement to establish the prices, or the elements of the formulas used to determine the prices, at which we sell products, but does have the right to establish certain pricing under other agreements, including the RMA. 2 National Product Supply Governance Agreement We are a member of a national product supply group (the “NPSG”), which is composed of The Coca‑Cola Company, the Company and certain other Coca‑Cola bottlers who are regional producing bottlers in The Coca‑Cola Company’s national product supply system (collectively with the Company, the “NPSG Members”), pursuant to a national product supply governance agreement (as amended, the “NPSG Agreement”) executed in 2015 with The Coca‑Cola Company and certain other Coca‑Cola bottlers.
New brand and product introductions, packaging changes and sales promotions are the primary sales and marketing practices in the nonalcoholic beverage industry and have required, and are expected to continue to require, substantial expenditures. Recent and upcoming introductions include Sprite Chill and Coca-Cola Orange Cream in our Sparkling brands portfolio and Topo Chico Sabores in our Still brands portfolio.
New brand and product introductions, packaging changes and sales promotions are the primary sales and marketing practices in the nonalcoholic beverage industry and have required, and are expected to continue to require, substantial expenditures. Recent and upcoming introductions include Sprite + Tea, POWERade Powerwater, new flavors and packages of BODYARMOR, POWERade, Monster and Topo Chico and the relaunch of Mr.
The Company responded to these challenges by making certain investments in our teammates to reward them for their contributions in achieving strong operating results and to remain competitive in the current labor environment. The Company continues to reward teammates for their contributions to the Company’s strong operating results.
The Company has responded to these challenges by making certain investments in our teammates to reward them for their contributions in achieving strong operating results and to remain competitive in the current labor environment, including an additional investment in the base wages of our front-line teammates that became effective during the third quarter of 2025.
We are a learning organization committed to the goal of continuous improvement and the development of our teams and teammates. To empower our teammates to unlock their potential, we offer a wide range of learning experiences and resources. Our teammate onboarding experiences involve online learning, job-specific training and on-the-job development to learn about our Company, our products and our industry.
The Company continues to reward teammates for their contributions to the Company’s strong operating results. We are a learning organization committed to the goal of continuous improvement and the development of our teams and teammates. To empower our teammates to unlock their potential, we offer a wide range of learning experiences and resources.
We sell our products primarily in single-use, recyclable bottles and cans in varying package configurations from market to market. For example, there may be up to 25 different packages for Diet Coke within a single geographic area. Total bottle/can sales volume to retail customers during 2024 was approximately 47% bottles and 53% cans.
For example, there may be up to 23 different packages for Diet Coke within a single geographic area. Total bottle/can sales volume to retail customers during 2025 was approximately 46% bottles and 54% cans. We rely extensively on advertising in various media outlets, primarily online, television and radio, for the marketing of our products.
Although The Coca‑Cola Company and other beverage companies have provided us with marketing funding support in the past, our beverage agreements generally do not obligate such funding. We also expend substantial funds on our own behalf for extensive local sales promotions of our products.
The Coca‑Cola Company, Monster Energy and Dr Pepper make substantial expenditures on advertising programs in our territories from which we benefit. Although The Coca‑Cola Company and other beverage companies have provided us with marketing funding support in the past, our beverage agreements generally do not obligate such funding.
Accordingly, investors should monitor the investor relations portion of our website, in addition to our press releases, SEC filings and other public communications. 8 The SEC also maintains a website, www.sec.gov , that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The SEC also maintains a website, www.sec.gov , that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Removed
As of December 31, 2024, 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.
Added
The following table sets forth some of our principal products, including products of The Coca‑Cola Company and products licensed to us by other beverage companies: Sparkling Beverages Still Beverages The Coca-Cola Company Products: Barqs Root Beer Fresca BODYARMOR Minute Maid Barqs Zero Sugar Mello Yello Core Power POWERade Coca-Cola Mr. Pibb Dasani POWERade Powerwater Coca-Cola Cherry Mr.
Removed
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. J. Frank Harrison, III and the trustees of certain trusts established for the benefit of certain relatives of the late J.
Added
Previously, these four principal regions were organized into five market units.
Removed
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.
Added
The Company also distributes its products using alternative routes to market (“ARTM”), which include distribution by third-party distributors, the manufacturer of the product or the customer’s supply chain infrastructure.
Removed
The Coca‑Cola Company has no rights under the incidence-based pricing agreement to establish the prices, or the elements of the formulas used to determine the prices, at which we sell products, but does have the right to establish certain pricing under other agreements, including the RMA.
Added
We receive a fee in connection with the sale of products distributed via ARTM within our territories; however, the sale of such products is not included in the reported product volume sold by the Company.
Removed
Charlotte, NC 17 Central A significant portion of northeastern Kentucky, the majority of West Virginia and portions of southern Ohio, southeastern Indiana and southwestern Pennsylvania, including Lexington, Louisville and Pikeville, Kentucky, Beckley, Bluefield, Clarksburg, Elkins, Parkersburg, Craigsville and Charleston, West Virginia, Cincinnati and Portsmouth, Ohio and surrounding areas.
Added
Pibb and Mr. Pibb Zero Sugar. Additionally, during 2026, the Company will launch Coca-Cola Cherry Float, FLRT Energy Drink and enhanced glass offerings of our Coca-Cola Original Taste and other brands. We sell our products primarily in single-use, recyclable bottles and cans in varying package configurations from market to market.
Removed
We rely extensively on advertising in various media outlets, primarily online, television and radio, for the marketing of our products. The Coca‑Cola Company, Dr Pepper and Monster Energy make substantial expenditures on advertising programs in our territories from which we benefit.
Added
We routinely post and make accessible financial and other information regarding the Company on our website. Accordingly, investors should monitor the investor relations portion of our website, in addition to our press releases, SEC filings and other public communications.
Removed
We use our website to distribute information, including as a means of disclosing material, nonpublic information and for complying with our disclosure obligations under Regulation FD. We routinely post and make accessible financial and other information regarding the Company on our website.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

38 edited+6 added−4 removed117 unchanged
Biggest changeThese changes could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period. 12 General Risk Factors Technology failures or cyberattacks on the Company’s information technology systems or the Company’s effective response to technology failures or cyberattacks on its third-party service providers’, business partners’, customers’, suppliers’ or other third parties’ information technology systems could disrupt the Company’s operations and negatively impact the Company’s reputation, business, financial condition or results of operations.
Biggest changeGeneral Risk Factors Technology failures or cyberattacks on the Company’s information technology systems or the Company’s effective response to technology failures or cyberattacks on its third-party service providers’, business partners’, customers’, suppliers’ or other third parties’ information technology systems could disrupt the Company’s operations and negatively impact the Company’s reputation, business, financial condition or results of operations.
The Company is not currently impacted by the policies in such proposed legislation, but it is possible that similar or more restrictive legal requirements may be proposed or enacted within its distribution territories in the future which could adversely impact bottle/can sales.
The Company is not currently impacted by the policies in such legislation, but it is possible that similar or more restrictive legal requirements may be proposed or enacted within its distribution territories in the future which could adversely impact bottle/can sales.
Concerns about perceived negative safety and quality consequences of certain ingredients in the Company’s products, such as non-nutritive sweeteners or ingredients in energy drinks, could result in additional governmental regulations concerning the production, 10 marketing, labeling or availability of the Company’s products or the ingredients in such products, possible new taxes or negative publicity resulting from actual or threatened legal actions against the Company or other companies in the same industry.
Concerns about perceived negative safety and quality consequences of certain ingredients in the Company’s products, such as non-nutritive sweeteners or ingredients in energy drinks, could result in additional governmental regulations concerning the production, marketing, labeling or availability of the Company’s products or the ingredients in such products, possible new taxes or negative publicity resulting from actual or threatened legal actions against the Company or other companies in the same industry.
The inability of these suppliers to meet the Company’s requirements for containers could result in the Company not being able to fulfill customer orders and production demand until alternative sources of supply are located. The Company attempts to mitigate these risks by working closely with key suppliers and by purchasing business interruption insurance where appropriate.
The inability of these suppliers to meet the Company’s requirements for containers could result in the Company not being able to fulfill customer orders and production demand until alternative sources of supply are located. The Company attempts 14 to mitigate these risks by working closely with key suppliers and by purchasing business interruption insurance where appropriate.
Any unplanned turnover or unsuccessful implementation of the Company’s succession plans could deplete the Company’s institutional knowledge base and erode its competitive advantage or result in increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. Any of the foregoing could adversely affect the Company’s reputation, business, financial condition or results of operations.
Any unplanned turnover or 15 unsuccessful implementation of the Company’s succession plans could deplete the Company’s institutional knowledge base and erode its competitive advantage or result in increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. Any of the foregoing could adversely affect the Company’s reputation, business, financial condition or results of operations.
Any of these factors may reduce 9 consumers’ willingness to purchase the Company’s products and any inability on the part of the Company to anticipate or react to such changes could result in reduced demand for the Company’s products or erode the Company’s competitive and financial position and could adversely affect the Company’s business, reputation, financial condition or results of operations.
Any of these factors may reduce consumers’ willingness to purchase the Company’s products and any inability on the part of the Company to anticipate or react to such changes could result in reduced demand for the Company’s products or erode the Company’s competitive and financial position and could adversely affect the Company’s business, reputation, financial condition or results of operations.
Although the Company does not believe a material amount of loss in excess of recorded amounts is reasonably possible as a result of these claims, the Company faces risk of an adverse effect on its results of operations, financial position or cash flows, depending on the outcome of the legal proceedings.
Although the Company does not believe a material amount of loss in excess of recorded 16 amounts is reasonably possible as a result of these claims, the Company faces risk of an adverse effect on its results of operations, financial position or cash flows, depending on the outcome of the legal proceedings.
Consequently, the Company’s access to capital may be 13 diminished. Any such event of default or failure could negatively impact the Company’s business, financial condition and results of operations. Changes in trade policies, including the imposition of, or increase in, tariffs on imported goods, could negatively affect our business.
Consequently, the Company’s access to capital may be diminished. Any such event of default or failure could negatively impact the Company’s business, financial condition and results of operations. Changes in trade policies, including the imposition of, or increase in, tariffs on imported goods, could negatively affect our business.
The Company is a member of CONA and party to an amended and restated master services agreement with CONA, pursuant to which the Company is an authorized user of the CONA System, a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca‑Cola bottlers.
The Company is a member of CONA and party to an amended and restated master services agreement with CONA, pursuant to which the Company is an authorized user of the CONA System, a uniform information technology system developed to promote operational 11 efficiency and uniformity among North American Coca‑Cola bottlers.
Subject to the terms and conditions of the NPSG Agreement, the Company is required to comply with certain key decisions made by the NPSG Board, which include decisions regarding strategic infrastructure investment and divestment planning, optimal national product supply 11 sourcing and new product or packaging infrastructure planning.
Subject to the terms and conditions of the NPSG Agreement, the Company is required to comply with certain key decisions made by the NPSG Board, which include decisions regarding strategic infrastructure investment and divestment planning, optimal national product supply sourcing and new product or packaging infrastructure planning.
The inability to implement upgrades, updates or installations in a timely manner, to train employees effectively in the use of new or updated technology or to obtain the anticipated benefits of the Company’s technology could adversely impact the Company’s business, financial condition, results of operations or profitability.
The inability to implement upgrades, updates or installations in a timely manner, to train employees effectively in the use of new or updated technology or to obtain the anticipated benefits of the Company’s technology could adversely impact the Company’s business, financial condition or results of operations.
Any related efforts by the Company to improve pricing and/or gross margin may result in lower than expected sales volume. 14 In addition, the Company’s sales of finished goods to The Coca‑Cola Company and other U.S.
Any related efforts by the Company to improve pricing and/or gross margin may result in lower than expected sales volume. In addition, the Company’s sales of finished goods to The Coca‑Cola Company and other U.S.
Although the Company has actively sought to control 15 increases in these costs, there can be no assurance the Company will succeed in limiting future cost increases, which could reduce the profitability of the Company’s operations.
Although the Company has actively sought to control increases in these costs, there can be no assurance the Company will succeed in limiting future cost increases, which could reduce the profitability of the Company’s operations.
Decreases in the level of marketing funding provided, material changes in the marketing funding programs’ performance requirements or the Company’s inability to meet the performance requirements for marketing funding could adversely affect the Company’s business, financial condition and results of operations or profitability.
Decreases in the level of marketing funding provided, material changes in the marketing funding programs’ performance requirements or the Company’s inability to meet the performance requirements for marketing funding could adversely affect the Company’s business, financial condition and results of operations.
Additionally, if receivables from one or more of these significant customers become uncollectible, the Company’s financial condition and results of operations may be adversely impacted. The Company’s largest customers, Walmart Inc. and The Kroger Co., accounted for approximately 36% of the Company’s 2024 total bottle/can sales volume to retail customers and approximately 29% of the Company’s 2024 total net sales.
Additionally, if receivables from one or more of these significant customers become uncollectible, the Company’s financial condition and results of operations may be adversely impacted. The Company’s largest customers, Walmart Inc. and The Kroger Co., accounted for approximately 36% of the Company’s 2025 total bottle/can sales volume to retail customers and approximately 29% of the Company’s 2025 total net sales.
The Company relies on The Coca‑Cola Company and other beverage companies to invest in the Company through marketing funding and to promote their own company brand identity through external advertising, marketing spending and product innovation. Decreases from historic levels of investment could negatively impact the Company’s business, financial condition and results of operations or profitability.
The Company relies on The Coca‑Cola Company and other beverage companies to invest in the Company through marketing funding and to promote their own company brand identity through external advertising, marketing spending and product innovation. Decreases from historic levels of investment could negatively impact the Company’s business, financial condition and results of operations.
The Company’s financial condition can be impacted by the stability of the general economy. Unfavorable changes in general economic conditions or in the geographic markets in which the Company does business may have the effect of reducing the demand for certain of the Company’s products.
The Company’s financial condition can be impacted by the performance of the general economy. Unfavorable changes in general economic conditions or in the geographic markets in which the Company does business may have the effect of reducing the demand for certain of the Company’s products.
Failure to attract, train and retain qualified employees while controlling labor costs and other labor issues could have an adverse effect on the Company’s reputation, business, financial condition and results of operations or profitability.
Failure to attract, train and retain qualified employees while controlling labor costs and other labor issues could have an adverse effect on the Company’s reputation, business, financial condition and results of operations.
Raw material costs, including the costs for plastic bottles, aluminum cans, PET resin, carbon dioxide and high-fructose corn syrup, are subject to significant price volatility, which may be worsened by periods of increased demand, supply constraints or high inflation.
Raw material costs, including the costs for plastic bottles, aluminum cans, PET resin, carbon dioxide and high-fructose corn syrup, are subject to significant price volatility, which may be worsened by periods of increased demand, supply constraints, high inflation or uncertainty around tariffs.
International or domestic geopolitical or other events, including pandemics, armed conflict or the imposition of tariffs and/or quotas by the U.S. government on any of these raw materials, could adversely impact the supply and cost of these raw materials to the Company or render them unavailable at commercially favorable terms or at all.
International or domestic geopolitical or other events, including pandemics, armed conflict or the imposition of tariffs and/or quotas by the U.S. government on any of these raw materials, have adversely impacted and could in the future adversely impact the supply and cost of these raw materials to the Company or render them unavailable at commercially favorable terms or at all.
Similarly, the Company is aware of proposed legislation that would impose fees or taxes on various types of containers that are used in its business, implement new recycling regulations and the reduction of single-use plastics and place the onus on plastic suppliers to identify recycling solutions.
Similarly, the Company is aware of proposed legislation, including in the Company’s territory, that would impose fees or taxes on various types of containers that are used in its business, implement new 10 recycling regulations and the reduction of single-use plastics and place the onus on plastic suppliers to identify recycling solutions.
Changes in the Company’s level of debt, borrowing costs and credit ratings could impact the Company’s access to capital and credit markets, restrict the Company’s operating flexibility and limit the Company’s ability to obtain additional financing to fund future needs. As of December 31, 2024, the Company had $1.79 billion of debt outstanding.
Changes in the Company’s level of debt, borrowing costs and credit ratings could impact the Company’s access to capital and credit markets, restrict the Company’s operating flexibility and limit the Company’s ability to obtain additional financing to fund future needs. As of December 31, 2025, the Company had $2.79 billion of debt outstanding.
Changes in government regulations related to nonalcoholic beverages, including regulations related to obesity, public health, artificial ingredients, recycling, sustainability and product safety, could reduce demand for the Company’s products and reduce profitability.
Changes in government regulations related to nonalcoholic beverages, including regulations related to obesity, public health, artificial ingredients, recycling, sustainability, product safety and benefit programs, including SNAP, could reduce demand for the Company’s products and reduce profitability.
Public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require the Company to make additional investments in facilities and equipment.
Furthermore, public expectations for reductions in greenhouse gas emissions to combat climate change could result in increased energy, transportation and raw material costs and may require the Company to make additional investments in facilities and equipment.
In addition, third-party providers of data hosting or cloud services, as well as other vendors, customers and suppliers, are vulnerable to cybersecurity incidents involving data the Company shares with them or data systems the Company relies on.
In addition, third-party providers of data hosting or cloud services, as well as other vendors, customers and suppliers, are vulnerable to cybersecurity incidents involving data the Company shares with them or data systems the Company relies on. Such incidents could materially impact the Company in the future.
The Company’s acquisition related contingent consideration liability, which totaled $654.2 million as of December 31, 2024, consists of the estimated amounts due to The Coca‑Cola Company as acquisition related sub-bottling payments under the CBA with The Coca‑Cola Company and CCR over the useful life of the related distribution rights.
The Company’s acquisition related contingent consideration liability, which totaled $717.9 million as of December 31, 2025, consists of the estimated amounts due to The Coca‑Cola Company as acquisition related sub-bottling payments under the CBA with The Coca‑Cola Company and CCR over the useful life of the related distribution rights.
Harrison also has the right to acquire 292,386 shares of Class B Common Stock from the Company in exchange for an equivalent number of shares of Common Stock. In the event of such an exchange, Mr.
Harrison also has the right to acquire 2,923,860 shares of Class B Common Stock from the Company in exchange for an equivalent number of shares of Common Stock. In the event of such an exchange, Mr.
Harrison would control 1,296,780 shares of Class B Common Stock, which would represent approximately 78% of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis. Furthermore, Mr. Harrison and another member of the Harrison family serve on the Company’s Board of Directors. As a result, Mr.
Harrison would control 12,967,800 shares of Class B Common Stock, which would represent approximately 83% of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis. Furthermore, Mr. Harrison and another member of the Harrison family serve on the Company’s Board of Directors. As a result, Mr.
Engagements by the Company’s executives in social and public policy debates may occasionally be the subject of criticism from advocacy groups that have differing points of view and could result in adverse media and consumer reaction, including product boycotts.
Engagements of the Company or The Coca‑Cola Company or their respective executives in social and public policy debates may occasionally be the subject of criticism from advocacy groups that have differing points of view and could result in adverse media and consumer reaction, including product boycotts.
As of December 31, 2024, J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, controlled 1,004,394 shares of Class B Common Stock, which represented approximately 72% of the total voting power of the outstanding Common Stock and Class B Common Stock on a consolidated basis. Mr.
As of December 31, 2025, 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. Mr.
Natural disasters, changing weather patterns and unfavorable weather could negatively impact the Company’s business, financial condition and future results of operations or profitability. Natural disasters or unfavorable weather conditions in the geographic regions in which the Company or its suppliers operate could have an adverse impact on the Company’s revenue and profitability.
Natural disasters or unfavorable weather conditions in the geographic regions in which the Company or its suppliers operate could have an adverse impact on the Company’s revenue and profitability.
In addition, efforts by the government to curb inflation may cause a general economic slowdown. Adverse economic conditions could also increase the likelihood of customer delinquencies and bankruptcies, which would increase the risk of collectability of certain accounts. Each of these factors could adversely affect the Company’s overall business, financial condition and results of operations.
Adverse economic conditions could also increase the likelihood of customer 13 delinquencies and bankruptcies, which would increase the risk of collectability of certain accounts. Each of these factors could adversely affect the Company’s overall business, financial condition and results of operations.
The RMA also requires the Company to provide and sell covered beverages to other U.S. Coca‑Cola bottlers at prices established pursuant to the RMA. As the timing and quantity of such requests by other U.S. Coca‑Cola bottlers can be unpredictable, any failure by the Company to adequately plan for such demand could also constrain the Company’s supply chain network.
The RMA also requires the Company to provide and sell covered beverages to other U.S. Coca‑Cola bottlers at prices established pursuant to the RMA. As the timing and quantity of such requests by other U.S.
Coca‑Cola bottlers is limited pursuant to The Coca‑Cola Company’s right to unilaterally establish the prices, or certain elements of the formulas used to determine the prices, for such finished products under the RMA, which could have an adverse impact on the Company’s profitability.
Coca‑Cola bottlers is limited pursuant to The Coca‑Cola Company’s right to unilaterally establish the prices, or certain elements of the formulas used to determine the prices, for such finished products under the RMA, which could have an adverse impact on the Company’s profitability. 9 Changes in public and consumer perception and preferences, including concerns related to product safety and sustainability, artificial ingredients, brand reputation and obesity, could reduce demand for the Company’s products and reduce profitability.
Lower credit ratings could significantly increase the Company’s borrowing costs or adversely affect the Company’s ability to obtain additional financing at acceptable interest rates or to refinance existing debt.
In November 2025, Standard & Poor’s affirmed the Company’s credit rating of ‘BBB+’ but revised the Company’s rating outlook to negative from stable. Lower credit ratings could significantly increase the Company’s borrowing costs or adversely affect the Company’s ability to obtain additional financing at acceptable interest rates or to refinance existing debt.
These changes could adversely impact some of the Company’s facilities, the availability and cost of key raw materials used by the Company in production or the demand for the Company’s products.
There is also concern that climate change could cause significant changes in weather patterns and an increase in the frequency or duration of extreme weather and climate events. These changes could adversely impact some of the Company’s facilities, the availability and cost of key raw materials used by the Company in production or the demand for the Company’s products.
Changes in the inputs used to calculate the Company’s acquisition related contingent consideration liability could have a material adverse impact on the Company’s financial condition and results of operations.
Coca‑Cola bottlers can be unpredictable, any failure by the Company to adequately plan for such demand could also constrain the Company’s supply chain network. 12 Changes in the inputs used to calculate the Company’s acquisition related contingent consideration liability could have a material adverse impact on the Company’s financial condition and results of operations.
Prolonged drought conditions could lead to restrictions on water use, which could adversely affect the Company’s cost and ability to manufacture and distribute products.
Prolonged drought conditions could lead to restrictions on water use, which could adversely affect the Company’s cost and ability to manufacture and distribute products. Hurricanes or similar storms may have a negative sourcing impact or cause shifts in product mix to lower-margin products and packages.
Removed
Changes in public and consumer perception and preferences, including concerns related to product safety and sustainability, artificial ingredients, brand reputation and obesity, could reduce demand for the Company’s products and reduce profitability.
Added
Certain states in our territories have implemented, or have announced that they will implement, restrictions on the use of SNAP benefits to purchase of certain of the Company’s products, such as soft drinks or energy drinks.
Removed
While incidents at our third-party service providers have not materially impacted our business operations, one or more of these incidents could significantly impact the Company in the future.
Added
These changes could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period.
Removed
Hurricanes or similar storms may have a negative sourcing impact or cause shifts in product mix to lower-margin products and packages. 16 Climate change may have a long-term adverse impact on our business and results of operations.
Added
In 2025, the U.S. implemented a variety of additional tariffs on goods from multiple nations and trading blocks and has been subject to reciprocal tariffs and other retaliatory actions in response.
Removed
There is concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere could cause significant changes in weather patterns and an increase in the frequency or duration of extreme weather and climate events.
Added
These additional tariffs, and the uncertainty around additional tariffs due to current legal and administrative actions, have increased costs and volatility in commodity markets, in particular with respect to the price of aluminum.
Added
The Company may execute future price increases in an effort to offset these increased commodity costs, but there can be no assurance that such efforts will fully offset the increased commodity costs or that customer demand will not be adversely affected.
Added
Natural disasters, changing weather patterns and unfavorable weather, or the increased frequency of any such events due to climate change, and public expectations around combatting climate change or legislative or regulatory responses to such change could negatively impact the Company’s business, financial condition and future results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company also has a process whereby the Chief Information Officer (the “CIO”) periodically meets with and assesses third-party service providers in order to help ensure the Company is made aware of any potential material cybersecurity threats or incidents in a timely manner. The Company’s largest external service provider is CONA, as further discussed in “Item 1A.
Biggest changeProcesses and technologies are utilized to help oversee and identify cybersecurity risks associated with third-party service providers. As part of those processes, the Vice President and Chief Technology Officer meets with and assesses third-party service providers to help ensure the 17 Company is made aware of potentially material cybersecurity threats or incidents in a timely manner.
While we maintain cybersecurity insurance, the costs related to cybersecurity incidents or disruptions may not be fully insured. See “Item 1A. Risk Factors” for a discussion of cybersecurity risks. Governance The Information Security Director, who reports to the CIO, is responsible for establishing basic policies and procedures related to cybersecurity.
While we maintain cybersecurity insurance, the costs related to cybersecurity incidents or disruptions may not be fully insured. See “Item 1A. Risk Factors” for a discussion of cybersecurity risks. Governance The Company’s cybersecurity program is led by the Senior Director, Information Technology Security, who reports to the Vice President and Chief Technology Officer.
Item 1C. Cybersecurity. Risk Management and Strategy The Company is committed to maintaining robust processes to assess, identify and mitigate material risks from cybersecurity threats and to protect against, detect and respond to cybersecurity incidents.
Item 1C. Cybersecurity. Risk Management and Strategy The Company’s Cybersecurity team maintains a cybersecurity program designed to assess, identify and manage material risks from cybersecurity threats and to protect against, detect, respond to and recover from cybersecurity incidents. The Company’s cybersecurity processes are integrated into the overall risk management program.
Risk Factors” of this report. During 2024, there were no identified cybersecurity risks or threats, including as a result of previous cybersecurity incidents, that had, or were reasonably likely to have, a material effect on our business strategy, results of operations or financial condition.
The Company’s largest external service provider is CONA, as further discussed in “Item 1A. Risk Factors” of this report. During 2025, the Company did not identify cybersecurity incidents or risks from cybersecurity threats that had, or were reasonably likely to have, a material effect on our business strategy, results of operations or financial condition.
The Information Security Director, with the help of the CIRT, determines whether an incident should be escalated to executive management, including to the Chief Executive Officer, the Chief Financial Officer and the General Counsel, based on its significance.
The Senior Director, Information Technology Security, with input from the CIRT, determines whether an incident should be escalated to executive management (including the Chief Operating Officer, the Chief Financial Officer, the Chief Legal and Administrative Officer and the Company’s Data Governance Committee) based on severity and potential business impact.
Our systems are reasonably designed to enable the information technology infrastructure group to capture application, system and network alerts. In the event of a cybersecurity incident, the Cyber Incident Response Team (the “CIRT”), led by a designated Cyber Incident Coordinator (the “CIC”), is responsible for collecting and analyzing relevant data about the incident and its risks.
In the event of a cybersecurity incident, the Company’s Cyber Incident Response Team (the “CIRT”), led by a designated Cyber Incident Coordinator (the “CIC”), is responsible for coordinating investigation and response activities, including collecting and analyzing relevant information about the incident and its potential business impact.
These strategies include many of the practices recommended by the United States Department of Homeland Security’s Industrial Control Systems Computer Emergency Response Team. In addressing and resolving a significant cybersecurity incident, the Company may engage external experts in relevant fields, such as legal or forensic services, as needed.
These strategies include practices recommended by the United States Department of Homeland Security’s Industrial Control Systems Cyber Emergency Response Team. For significant cybersecurity incidents, external experts in relevant fields, such as legal counsel, forensic specialists or other advisors may be engaged, as appropriate. Cybersecurity risks can arise from third-party relationships, including vendors, service providers and other partners.
Once escalated, executive management determines the appropriate incident handling strategy, with input from the Information Security Director, including whether the incident warrants immediate notification to the Audit Committee of the Board of Directors.
Executive management determines the incident handling strategy, with input from the Senior Director, Information Technology Security, including whether notification to the Audit Committee of the Board of Directors is warranted. The CIC provides regular updates to executive management regarding response progress and the evolving risk profile until the incident is resolved.
We integrate these processes into the Company’s overall risk management program and, through the Company’s Cybersecurity Incident Response Plan, we document the intended processes and the roles and responsibilities of teammates involved in assessing, identifying and managing material risks from cybersecurity threats. Periodically, the Company engages third parties to assist in the assessment and ongoing development of cybersecurity processes.
The Company reviews and updates a Cybersecurity Incident Response Plan at least annually, which documents the intended processes and the roles and responsibilities of teammates involved in managing cybersecurity threats and incidents. Third parties are engaged to assist with the assessment and ongoing development of the cybersecurity processes and program.
In the event of a material cybersecurity incident, the Audit Committee will report such incident to the full Board of Directors.
In addition, the Audit Committee receives quarterly cybersecurity updates, which may include summaries of program activities and key risk indicators, such as phishing testing results and the results of quarterly cybersecurity disclosure questionnaires. In the event of a material cybersecurity incident, the Audit Committee will report such incident to the full Board of Directors.
As part of this oversight, information technology leadership annually provides a detailed cybersecurity update to the Audit Committee. Additionally, on a quarterly basis, the Audit Committee receives a summarized cybersecurity update, including the results of teammate phishing testing programs and the results of the quarterly cybersecurity disclosure questionnaires.
The Board of Directors delegates oversight of information technology and cybersecurity matters to the Audit Committee. As part of this oversight, information technology leadership provides an annual detailed cybersecurity update to the Audit Committee.
Members of the CIRT, including the CIC, are selected based on their knowledge of either cybersecurity or the specific information systems or business function affected by the incident.
Members of the CIRT, including the CIC, are selected based on knowledge of cybersecurity and/or the information systems or business functions implicated by the incident. The CIRT uses incident response strategies intended to help collect and preserve relevant forensic data, mitigate the impact of the incident and restore systems to normal operation.
They are familiar with the Company’s cybersecurity landscape, risks and best practices for mitigation of those risks identified. 17 The Company has developed a matrix to assist in determining if a cybersecurity incident is significant.
They are familiar with the Company’s cybersecurity landscape, risks and best practices for mitigation of those risks identified. The Senior Director, Information Technology Security is responsible for establishing and maintaining core cybersecurity policies and procedures and for designating the CIC and selecting members of the CIRT to lead response efforts for cybersecurity incidents.
The Information Security Director is also responsible for selecting the CIRT and the CIC to lead the response to each incident. Established policies and procedures are employed by the CIRT in planning and executing a response to a cybersecurity incident.
The CIRT is responsible for executing incident response activities in accordance with established policies and procedures. The internal assessment matrix is leveraged to evaluate the severity of cybersecurity incidents and to support escalation decisions.
Removed
Our cybersecurity processes are grounded in the National Institute of Standards and Technology Cybersecurity Framework and include a number of different preventative measures.
Added
The cybersecurity program is grounded in the National Institute of Standards and Technology Cybersecurity Framework. Key elements of the risk management approach include risk assessments of systems and applications to identify risks, vulnerabilities and threats. Incident response exercises, including tabletop exercises, are conducted to evaluate and improve incident response processes.
Removed
The Company performs periodic risk assessments of systems and applications to identify risks, vulnerabilities and threats in systems and software, performs an annual assessment of the effectiveness of the current cybersecurity response process by conducting incident response tabletop exercises that involve participation by members of the management team, and requires all teammates to participate in user awareness training for information technology and cybersecurity.
Added
Cybersecurity awareness training and phishing exercises are conducted, and all teammates are required to complete such training. Continuous monitoring of the Operational Technology and Information Technology environment is conducted, including proactive threat hunting for indicators of potential cybersecurity events, through processes designed to capture application, system and network alerts for review and escalation, as appropriate.
Removed
As part of planning for any suspected cybersecurity incident, the CIRT has developed certain incident response strategies to help collect and preserve forensic data, to mitigate the threat and to perform other activities to restore systems to normal operation.
Added
The Senior Director, Information Technology Security holds a Bachelor of Science in Information Systems and obtained a Graduate Certificate in Cybersecurity. The Senior Director, Information Technology Security and the Vice President and Chief Technology Officer have a combined 25 years of experience in information technology security and over 25 years with the Company.
Removed
The CIO and the Information Security Director have over 56 combined years of information technology and program management experience and have served over 32 combined years in the Company’s corporate information security organization.
Removed
After determining the incident handling approach, the CIC regularly updates executive management on incident response progress to ensure it is aware of the business risks posed by the incident until the incident is resolved. The Board of Directors delegates oversight of information technology and cybersecurity to the Audit Committee of the Board of Directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest change(4) In February 2025, this facility will be replaced with a new distribution center totaling approximately 430,000 square feet. 18 The Company believes all of its facilities are in good condition and are adequate for the Company’s operations as presently conducted. The Company has production capacity to meet its current operational requirements.
Biggest changeThe Company believes all of its facilities are in good condition and are adequate for the Company’s operations as presently conducted. The Company has production capacity to meet its current operational requirements. For the fiscal year ended December 31, 2025, the aggregate utilization rate of the Company’s manufacturing plants, which fluctuates with the seasonality of the business, was approximately 84%.
Following is a summary of the Company’s manufacturing plants and certain other properties: Facility Type Location Square Feet Leased / Owned Lease Expiration Distribution Center/Manufacturing Plant Combination (1) Charlotte, NC 650,000 Owned — Distribution Center Whitestown, IN 415,000 Owned — Manufacturing Plant Indianapolis, IN 400,000 Owned — Warehouse Charlotte, NC 380,000 Leased 2028 Manufacturing Plant Cincinnati, OH 368,000 Owned — Warehouse Chester, VA 353,000 Leased 2028 Manufacturing Plant Sandston, VA 326,000 Owned — Manufacturing Plant West Memphis, AR 326,000 Owned — Manufacturing Plant Roanoke, VA 310,000 Owned — Distribution Center Erlanger, KY 301,000 Leased 2034 Distribution Center Louisville, KY 300,000 Leased 2030 Manufacturing Plant Twinsburg, OH 287,000 Owned — Warehouse Hanover, MD 278,000 Leased 2027 Distribution Center Hanover, MD 276,000 Leased 2034 Distribution Center Memphis, TN 266,000 Leased 2030 Distribution Center Clayton, NC 233,000 Leased 2026 Manufacturing Plant Nashville, TN 220,000 Owned — Distribution Center La Vergne, TN 220,000 Leased 2026 Distribution Center Sandston, VA 210,000 Owned — Corporate Headquarters (2)(3) Charlotte, NC 172,000 Leased 2029 Manufacturing Plant Baltimore, MD 155,000 Owned — Distribution Center (4) Columbus, OH 124,000 Owned — Manufacturing Plant Silver Spring, MD 104,000 Owned — (1) Includes a 535,000-square foot manufacturing plant and an adjacent 115,000-square foot distribution center.
Following is a summary of the Company’s manufacturing plants and certain other properties: Facility Type Location Square Feet Leased / Owned Lease Expiration Distribution Center/Manufacturing Plant Combination (1) Charlotte, NC 650,000 Owned — Distribution Center (2) Columbus, OH 430,000 Owned — Distribution Center Whitestown, IN 415,000 Owned — Manufacturing Plant Indianapolis, IN 400,000 Owned — Warehouse Charlotte, NC 380,000 Leased 2028 Manufacturing Plant Cincinnati, OH 368,000 Owned — Warehouse Chester, VA 353,000 Leased 2028 Manufacturing Plant West Memphis, AR 326,000 Owned — Manufacturing Plant Sandston, VA 326,000 Owned — Manufacturing Plant Roanoke, VA 310,000 Owned — Distribution Center Erlanger, KY 301,000 Leased 2034 Distribution Center Louisville, KY 300,000 Leased 2030 18 Facility Type Location Square Feet Leased / Owned Lease Expiration Manufacturing Plant Twinsburg, OH 287,000 Owned — Warehouse Hanover, MD 278,000 Leased 2027 Distribution Center Hanover, MD 276,000 Leased 2034 Distribution Center Memphis, TN 266,000 Leased 2030 Distribution Center Clayton, NC 233,000 Leased 2036 Manufacturing Plant Nashville, TN 220,000 Owned — Distribution Center La Vergne, TN 220,000 Leased 2031 Distribution Center Sandston, VA 210,000 Owned — Corporate Headquarters (3)(4) Charlotte, NC 172,000 Leased 2029 Manufacturing Plant Baltimore, MD 155,000 Owned — Manufacturing Plant Silver Spring, MD 104,000 Owned — (1) Includes a 535,000-square foot manufacturing plant and an adjacent 115,000-square foot distribution center.
Item 2. Properties. As of January 24, 2025, the principal properties of the Company included its corporate headquarters, subsidiary headquarters, 60 distribution centers and 10 manufacturing plants. The Company owns 47 distribution centers and all 10 manufacturing plants, and leases its corporate headquarters, subsidiary headquarters, and 13 distribution centers.
Item 2. Properties. As of January 30, 2026, the principal properties of the Company included its corporate headquarters, subsidiary headquarters, 60 distribution centers and 10 manufacturing plants. The Company owns 47 distribution centers and all 10 manufacturing plants, and leases its corporate headquarters, subsidiary headquarters and 13 distribution centers.
(2) Includes two adjacent buildings totaling approximately 172,000 square feet. (3) The lease for this facility is with a related party.
(2) In February 2025, this facility replaced the Company’s previous distribution center in Columbus, OH totaling approximately 124,000 square feet. (3) Includes two adjacent buildings totaling approximately 172,000 square feet. (4) The lease for this facility is with a related party.
In addition, the Company owned approximately 441,000 beverage dispensing and vending machines for the sale of beverage products in the Company’s territories as of January 24, 2025.
As of January 30, 2026, the Company owned and operated approximately 4,600 vehicles in the sale and distribution of the Company’s beverage products, of which approximately 3,000 were route delivery trucks. In addition, the Company owned approximately 432,000 beverage dispensing and vending machines for the sale of beverage products in the Company’s territories as of January 30, 2026.
In addition to the facilities noted above, the Company utilizes a portion of the production capacity from the 261,000-square foot manufacturing plant owned by SAC, a manufacturing cooperative located in Bishopville, South Carolina. The Company’s products are generally transported to distribution centers for storage pending sale.
The estimated utilization is based on actual production divided by capacity, based on an expected operation rate of six days per week and 20 hours per day. In addition to the facilities noted above, the Company utilizes a portion of the production capacity from the 261,000-square foot manufacturing plant owned by SAC, a manufacturing cooperative located in Bishopville, South Carolina.
There were no changes to the number of distribution centers by market area between December 31, 2024 and January 24, 2025. As of January 24, 2025, the Company owned and operated approximately 4,600 vehicles in the sale and distribution of the Company’s beverage products, of which approximately 3,000 were route delivery trucks.
The Company’s products are generally transported to distribution centers for storage pending sale. There were no changes to the number of distribution centers by market area between December 31, 2025 and January 30, 2026.
Removed
During 2024, the Company purchased its Nashville, Tennessee production facility, which was previously leased, for approximately $56 million.
Removed
For the fiscal year ended December 31, 2024, the aggregate utilization rate of the Company’s manufacturing plants, which fluctuates with the seasonality of the business, was approximately 89%. The estimated utilization is based on actual production divided by capacity, based on an expected operation rate of six days per week and 20 hours per day.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

20 edited+8 added−5 removed7 unchanged
Biggest changeScott Anthony Executive Vice President and Chief Financial Officer 61 Matthew J. Blickley Senior Vice President, Financial Planning and Chief Accounting Officer 43 Robert G. Chambless Executive Vice President, Franchise Beverage Operations 59 Donell W. Etheridge Executive Vice President, Product Supply Operations 56 Morgan H. Everett Vice Chair of the Board of Directors 43 E.
Biggest changeBlickley Chief Financial Officer and Chief Accounting Officer 44 Joshua L. Dorminy Executive Vice President, Assistant to the Chairman and CEO 48 Donell W. Etheridge Chief Supply Chain Officer 57 Morgan H. Everett Vice Chair of the Board of Directors 44 E. Beauregarde Fisher III Chief Legal and Administrative Officer and Corporate Secretary 57 Ellison C.
Previously, he served in various roles of increasing responsibility within the Coca‑Cola system for approximately 18 years, including Vice President of Sales and Operations – Northeast of The Coca‑Cola Company, the world’s largest nonalcoholic beverage company, from June 2013 to April 2014, Vice President of Region Sales – New York Market Unit of CCR, a wholly owned subsidiary of The Coca‑Cola Company, from October 2011 to June 2013, Market Unit Vice President – Virginia of CCR from January 2011 to October 2011, Vice President of Convenience Retail – East Business Unit of CCE, a distributor, marketer and manufacturer of nonalcoholic beverages primarily for The Coca‑Cola Company, from November 2008 to January 2011 and Vice President of Convenience Retail – Southeast Business Unit of CCE from September 2007 to November 2008. 21 PART II
Previously, he served in various roles of increasing responsibility within the Coca-Cola system for approximately 18 years, including Vice President of Sales and Operations – Northeast of The Coca-Cola Company, the world’s largest nonalcoholic beverage company, from June 2013 to April 2014, Vice President of Region Sales – New York Market Unit of CCR, a wholly owned subsidiary of The Coca-Cola Company, from October 2011 to June 2013, Market Unit Vice President – Virginia of CCR from January 2011 to October 2011, Vice President of Convenience Retail – East Business Unit of CCE, a distributor, marketer and manufacturer of nonalcoholic beverages primarily for The Coca-Cola Company, from November 2008 to January 2011 and Vice President of Convenience Retail – Southeast Business Unit of CCE from September 2007 to November 2008.
From 2008 to 2010, he served as Chief Procurement Officer and as President and Chief Executive Officer of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca‑Cola bottling system. He began his Coca‑Cola career in 1993 with CCE as a Logistics Consultant. Mr. F.
From 2008 to 2010, he served as Chief Procurement Officer and as President and Chief Executive Officer of CCBSS, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system. He began his Coca-Cola career in 1993 with CCE as a Logistics Consultant. Mr. Matthew J.
Prior to that, she was Senior Vice President of the Company from April 2019 to May 2020, Vice President of the Company from January 2016 to March 2019, and Community Relations Director of the Company from January 2009 to December 2015. Since December 2018, Ms.
Prior to that, she was Senior Vice President of the Company from April 2019 to May 2020, Vice President of the Company from January 2016 to March 2019, and Community Relations Director of the Company from January 2009 to December 2015. Ms.
Prior to that, she served in various positions within the Company, including Vice President, Human Resources Business Partner from October 2019 to December 2021, Vice President, Home Market Sales from April 2016 to September 2019, Vice President, Walmart/Club from April 2015 to March 2016 and Senior Director, Customer Development – Walmart from February 2013 to March 2015.
Prior to that, she served in various other positions within the Company, including Senior Vice President, Human Resources from January 2022 to December 2025, Vice President, Human Resources Business Partner from October 2019 to December 2021, Vice President, Home Market Sales from April 2016 to September 2019, Vice President, Walmart/Club from April 2015 to March 2016 and Senior Director, Customer Development – Walmart from February 2013 to March 2015.
Prior to that, he served in various positions within the Company, including Senior Vice President, Product Supply Operations from September 2016 to February 2021, Vice President, Product Supply Operations from December 2013 to September 2016, Senior Director, Manufacturing from August 2011 to November 2013, Director, Operations from April 2009 to July 2011 and Plant Manager from January 2003 to March 2009.
Prior to that, he served in various other positions within the Company, including Executive Vice President, Product Supply Operations from 20 March 2021 to December 2025, Senior Vice President, Product Supply Operations from September 2016 to February 2021, Vice President, Product Supply Operations from December 2013 to September 2016, Senior Director, Manufacturing from August 2011 to November 2013, Director, Operations from April 2009 to July 2011 and Plant Manager from January 2003 to March 2009.
Blickley was with Family Dollar Stores, Inc., an operator of general merchandise retail discount stores, from January 2011 to November 2014, where he served in various senior financial roles, including Divisional Vice President, Financial Planning & Analysis and Director, Financial Reporting. Mr.
Before joining the Company, Mr. Blickley was with Family Dollar Stores, Inc., an operator of general merchandise retail discount stores, from January 2011 to November 2014, where he served in various senior financial roles, including Divisional Vice President, Financial Planning & Analysis and Director, Financial Reporting. Mr.
Before joining the Company, Ms. Motherwell was National Account Executive, Publix of The Coca‑Cola Company, the world’s largest nonalcoholic beverage company, from December 2011 to February 2013. Prior to that, Ms.
Before joining the Company, Ms. Motherwell was National Account Executive, Publix of The Coca-Cola Company, the world’s largest nonalcoholic beverage company, from December 2011 to February 2013. Previously, Ms.
Brent Tollison was elected Senior Vice President, Public Affairs, Communications, Community, and Sustainability of the Company in May 2023, a role he had held in an interim capacity since November 2022. From June 2021 to August 2023, he served as Senior Vice President, Assistant to the President and Chief Operating Officer of the Company. Prior to that, Mr.
Prior to that, he served as Senior Vice President, Public Affairs, Communications, Community, and Sustainability of the Company from May 2023 to December 2025, a role he had held in an interim capacity since November 2022. From June 2021 to August 2023, he served as Senior Vice President, Assistant to the President and Chief Operating Officer of the Company. Mr.
Each executive officer of the Company is elected by the Board of Directors and holds office from the date of election until thereafter removed by the Board. Name Position and Office Age J. Frank Harrison, III Chairman of the Board of Directors and Chief Executive Officer 70 David M. Katz President and Chief Operating Officer 56 F.
Each executive officer of the Company is elected by the Board of Directors and holds office from the date of election until thereafter removed by the Board. Name Position and Office Age J. Frank Harrison, III Chairman of the Board of Directors and Chief Executive Officer 71 David M. Katz President and Chief Operating Officer 57 Matthew J.
He was first employed by the Company in 1977 and also served as a Division Sales Manager and as a Vice President. Mr. David M. Katz was elected President and Chief Operating Officer of the Company in December 2018.
Harrison served as Vice Chairman of the Board of Directors of the Company from 1987 to 1996. He was first employed by the Company in 1977 and also served as a Division Sales Manager and as a Vice President. Mr. David M. Katz was elected President and Chief Operating Officer of the Company in December 2018.
Blickley served as Vice President, Financial Planning and Analysis of the Company from April 2018 to August 2020, as Senior Director, Financial Planning and Analysis of the Company from April 2016 to March 2018 and as Corporate Controller of the Company from November 2014 to March 2016. Before joining the Company, Mr.
Blickley served as Senior Vice President, Financial Planning and Chief Accounting Officer of the Company from August 2020 to March 2025, as Vice President, Financial Planning and Analysis of the Company from April 2018 to August 2020, as Senior Director, Financial Planning and Analysis of the Company from April 2016 to March 2018 and as Corporate Controller of the Company from November 2014 to March 2016.
Motherwell was with CCR, a wholly owned subsidiary of The Coca‑Cola Company, where she served as Director, Sales from January 2011 to December 2011 and as Sales Center Manager from October 2009 to December 2010. Mr. N.
Motherwell was with CCR, a wholly owned subsidiary of The Coca-Cola Company, where she served as Director, Sales from January 2011 to December 2011 and as Sales Center Manager from October 2009 to December 2010. Mr. N. Brent Tollison was elected Chief People and Public Affairs Officer of the Company in August 2025, effective January 2026.
Blickley is a certified public accountant and began his career with PricewaterhouseCoopers LLP in 2004 where he advanced from Audit Associate to Audit Manager during his more than six years with that firm. Mr. Robert G. Chambless was elected Executive Vice President, Franchise Beverage Operations of the Company in January 2018.
Blickley began his career with PricewaterhouseCoopers LLP in 2004, where he advanced from Audit Associate to Audit Manager during his more than six years with that firm. Mr. Joshua L. Dorminy was elected Executive Vice President, Assistant to the Chairman and CEO of the Company in March 2024. In this role, Mr.
Blickley was elected Senior Vice President, Financial Planning and Chief Accounting Officer of the Company in July 2020, effective August 2020. In January 2025, Mr. Blickley was elected Executive Vice President and Chief Financial Officer of the Company, effective April 1, 2025. Mr. Blickley will continue to serve as the Company’s Chief Accounting Officer. Mr.
Blickley was elected Chief Financial Officer and Chief Accounting Officer of the Company in January 2025, effective April 2025. Mr. Blickley was also an Executive Vice President of the Company from April 2025 to December 2025. Mr.
Everett has served as Chairman of Red Classic Services, LLC and Data Ventures, Inc., two of the Company’s operating subsidiaries. She has been an employee of the Company since October 2004. Mr. E. Beauregarde Fisher III was elected Executive Vice President, General Counsel of the Company in February 2017 and Secretary of the Company in May 2017.
Everett has served as Chairman of Red Classic Services, LLC, an operating subsidiary of the Company, since December 2018, and she served as Chairman of Data Ventures, Inc., a former operating subsidiary of the Company, from December 2018 to December 2025. She has been an employee of the Company since October 2004. Mr. E.
Scott Anthony was elected Executive Vice President and Chief Financial Officer of the Company in December 2018. Prior to that, he served as Senior Vice President, Treasurer of the Company from November 2018 to December 2018. Before joining the Company, Mr.
Mr. Clark A. Walker was elected Chief Commercial Officer of the Company in August 2025, effective January 2026. Prior to that, Mr. Walker served as Senior Vice President, Revenue Growth Management Planning of the Company from October 2018 to December 2025 and as Vice President, Revenue Growth Management Planning of the Company from October 2016 to September 2018.
From 2011 to 2017, he served as the Company’s outside corporate counsel. Ms. Christine A. Motherwell was elected Senior Vice President, Human Resources of the Company in September 2021, effective January 2022.
From 2011 to 2017, he served as the Company’s outside corporate counsel. Mr. Ellison C. Glenn was elected Chief Sales and Service Officer of the Company in August 2025, effective January 2026. Prior to that, Mr.
He also served the Company in several other positions prior to 1997 and was first employed by the Company in 1986. Mr. Donell W. Etheridge was elected Executive Vice President, Product Supply Operations of the Company in March 2021.
He also served the Company in several other positions prior to 2019 and was first employed by the Company in 2014. Ms. Christine A. Motherwell was elected Chief Customer Officer of the Company in August 2025, effective January 2026.
Frank Harrison, III was elected Chairman of the Board of Directors of the Company in December 1996 and Chief Executive Officer of the Company in May 1994. Mr. Harrison served as Vice Chairman of the Board of Directors of the Company from November 1987 to December 1996.
Glenn Chief Sales and Service Officer 35 Christine A. Motherwell Chief Customer Officer 47 N. Brent Tollison Chief People and Public Affairs Officer 52 Clark A. Walker Chief Commercial Officer 56 Mr. J. Frank Harrison, III was elected Chairman of the Board of Directors of the Company in 1996 and Chief Executive Officer of the Company in 1994. Mr.
Removed
Beauregarde Fisher III Executive Vice President, General Counsel and Secretary 56 Christine A. Motherwell Senior Vice President, Human Resources 46 N. Brent Tollison Senior Vice President, Public Affairs, Communications, Community, and Sustainability 51 Mr. J.
Added
Dorminy is responsible for advising the Chairman and Chief Executive Officer of the Company regarding various aspects of the Company’s business, supporting the Company’s strategic objectives, and participating in the management of the Chairman’s office. Mr. Dorminy is also deeply involved in the strategic direction and planning of the Company’s culture and stewardship and charitable giving programs. Mr.
Removed
Anthony served as Executive Vice President, Chief Financial Officer of Ventura Foods, LLC, a privately held food solutions company, from April 2011 to September 2018. Previously, Mr.
Added
Dorminy served as Senior Vice President, Assistant to the Chairman and CEO of the Company from October 2019 to March 2024 and as Vice President, Assistant to the Chairman and CEO of the Company from September 2016 to September 2019.
Removed
Anthony spent 21 years with CCE, a distributor, marketer and manufacturer of nonalcoholic beverages primarily for The Coca‑Cola Company, in a variety of roles, including Vice President, Chief Financial Officer of CCE’s North America division, Vice President, Investor Relations & Planning, and Director, Acquisitions & Investor Relations. Mr.
Added
Before joining the Company, he was the broker and managing member of 5D Ventures, LLC, a commercial real estate firm based in Woodstock, Georgia, from January 2009 to August 2016. Mr. Dorminy also served as Executive Director of Timothy + Barnabas, an organization dedicated to training and encouraging pastors and their spouses worldwide, from January 2011 to August 2016. Mr.
Removed
Anthony has notified the Company that he will retire, effective March 31, 2025. Following his retirement, Mr. Anthony is expected to serve as a consultant to the Company to assist with various matters related to the transition of his responsibilities. Mr. Matthew J.
Added
Donell W. Etheridge was elected Chief Supply Chain Officer of the Company in August 2025, effective January 2026.
Removed
Prior to that, he served in various positions within the Company, including Executive Vice President, Franchise Strategy and 20 Operations from April 2016 to January 2018, Senior Vice President, Sales, Field Operations and Marketing from August 2010 to March 2016, Senior Vice President, Sales from June 2008 to July 2010, Vice President – Franchise Sales from 2003 to 2008, Region Sales Manager for the Company’s Southern Division from 2000 to 2003 and Sales Manager in the Company’s Columbia, South Carolina branch from 1997 to 2000.
Added
Beauregarde Fisher III was elected Chief Legal and Administrative Officer and Corporate Secretary of the Company in August 2025, effective January 2026. Prior to that, he served as Executive Vice President, General Counsel of the Company from February 2017 to December 2025 and as Secretary of the Company beginning in May 2017.
Added
Glenn served in various other positions within the Company, including Senior Vice President, Product Supply Planning from October 2024 to December 2025, Senior Vice President, Product Supply Strategy & Operations from January 2024 to September 2024, Vice President, Market Unit General Manager for the Central Market Unit from July 2022 to December 2023, Vice President, Market Unit Sales & Service from January 2021 to June 2022, Director, Financial Planning and Analysis from January 2020 to December 2020 and Director, Revenue Growth Management from January 2019 to December 2019.
Added
Before joining the Company in October 2016, Mr. Walker was with The Coca-Cola Company, the world’s largest nonalcoholic beverage company, from May 2010 to August 2016, where he held various positions, including Vice President, Revenue Growth Management. Mr. Walker has served within the Coca-Cola system since 1990, holding numerous positions in the areas of operations, sales and finance.
Added
He also served as Managing Director of Data Ventures, Inc., a former operating subsidiary of the Company, from February 2020 to December 2025. 21 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+3 added−3 removed3 unchanged
Biggest changePrimo Water Corporation is no longer in the peer group due to its merger with BlueTriton Brands, Inc. effective November 11, 2024, which resulted in the formation of a new company, Primo Brands Corporation. 22 The graph assumes $100 was invested in the Common Stock, the Standard & Poor’s 500 Index and each of the companies within the peer group at market close on the last trading day for the fiscal year ended December 29, 2019, and that all dividends were reinvested.
Biggest changeThe peer group is composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca‑Cola Company and PepsiCo, Inc. 22 The graph assumes $100 was invested in the Common Stock, the Standard & Poor’s 500 Index and each of the companies within the peer group at market close on the last trading day for the fiscal year ended December 31, 2020, and that all dividends were reinvested.
Stock Performance Graph Presented below is a line graph comparing the yearly percentage change in the cumulative total return on the Common Stock to the cumulative total return of the Standard & Poor’s 500 Index and a peer group for the period commencing December 29, 2019 and ending December 31, 2024.
Stock Performance Graph Presented below is a line graph comparing the yearly percentage change in the cumulative total return on the Common Stock to the cumulative total return of the Standard & Poor’s 500 Index and a peer group for the period commencing December 31, 2020 and ending December 31, 2025.
Although the Company has historically paid quarterly cash dividends, no assurance can be given that dividends will be declared or paid in the future. As of January 24, 2025, the number of stockholders of record of the Common Stock and the Class B Common Stock was 1,123 and six, respectively.
No assurance can be given that dividends will be declared or paid in the future. As of January 30, 2026, the number of stockholders of record of the Common Stock and the Class B Common Stock was 1,088 and five, respectively.
The following table sets forth information about the shares of Common Stock the Company repurchased during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) September 28, 2024 - October 25, 2024 — $ — — $ 1,000,000,000 October 26, 2024 - November 22, 2024 42,895 1,203.89 42,895 948,359,036 November 23, 2024 - December 31, 2024 — — — 948,359,036 Total 42,895 42,895 (1) On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $1.00 billion of Common Stock.
The following table sets forth information about the shares of Common Stock the Company repurchased during the quarter ended December 31, 2025: Period Total Number of Shares Purchased (1)(2) Average Price Paid per Share (1)(2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) September 27, 2025 - October 24, 2025 480,090 $ 121.11 480,090 $ 741,997,407 October 25, 2025 - November 21, 2025 18,880,142 127.00 44,682 136,336,724 November 22, 2025 - December 31, 2025 — — — 136,336,724 Total 19,360,232 524,772 (1) 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.
Removed
On August 20, 2024, the Company announced that its Board of Directors had approved an increase in the regular quarterly cash dividend from $0.50 per share to $2.50 per share on the Common Stock and the Class B Common Stock.
Added
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. As of December 31, 2025, the total remaining share repurchase authorization was $136.3 million.
Removed
The share repurchase authorization is discretionary and has no expiration date.
Added
(2) 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.
Removed
The peer group is composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca‑Cola Company and PepsiCo, Inc. The previous peer group was composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca‑Cola Company, Primo Water Corporation (f/k/a Cott Corporation) and PepsiCo, Inc.
Added
Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, 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 approximately $2.4 billion (the “Repurchase”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

100 edited+40 added−39 removed70 unchanged
Biggest changeWe expect to continue to shift to a broader use of alternative distributors to deliver post-mix products to customers in our territory in future years. 26 Product category sales volume of standard physical cases (as defined below) and the percentage change by product category were as follows: Fiscal Year (in thousands) 2024 2023 % Change Bottle/can sales volume: Sparkling beverages 266,686 263,872 1.1 % Still beverages 86,417 91,495 (5.6) % Total bottle/can sales volume 353,103 355,367 (0.6) % A standard physical case is a volume metric used to standardize differing package configurations in order to measure delivered cases on an equivalent basis.
Biggest changeNet sales by product category were as follows: Fiscal Year (in thousands) 2025 2024 % Change Bottle/can sales: Sparkling beverages $ 4,249,847 $ 4,106,073 3.5 % Still beverages 2,362,873 2,227,243 6.1 % Total bottle/can sales 6,612,720 6,333,316 4.4 % Other sales: Sales to other Coca‑Cola bottlers 383,658 345,586 11.0 % Post-mix sales and other 231,677 220,814 4.9 % Total other sales 615,335 566,400 8.6 % Total net sales $ 7,228,055 $ 6,899,716 4.8 % Product category sales volume of standard physical cases (as defined below) and the percentage change by product category were as follows: Fiscal Year (in thousands) 2025 2024 % Change Bottle/can sales volume: Sparkling beverages 266,749 266,686 — % Still beverages 87,299 86,417 1.0 % Total bottle/can sales volume 354,048 353,103 0.3 % A standard physical case is a volume metric used to standardize differing package configurations in order to measure delivered cases on an equivalent basis.
Separate from those term extension actions, the Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (“SCF program”), which allows qualifying suppliers to sell their receivables from the Company to the financial institution in order to negotiate shorter payment terms on their outstanding receivable arrangements.
Separate from those term extension actions, the Company has an agreement with a third-party financial institution to facilitate a supply chain finance program (the “SCF program”), which allows qualifying suppliers to sell their receivables from the Company to the financial institution in order to negotiate shorter payment terms on their outstanding receivable arrangements.
Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. Valuation of Long-Lived Assets, Goodwill and Other Intangibles Management performs recoverability and impairment tests of long-lived assets, goodwill and other intangibles in accordance with GAAP, during which management makes numerous assumptions which involve a significant amount of judgment.
Accounts receivable balances are written off when determined uncollectible and are recognized as a reduction to the allowance for credit losses. 36 Valuation of Long-Lived Assets, Goodwill and Other Intangibles Management performs recoverability and impairment tests of long-lived assets, goodwill and other intangibles in accordance with GAAP, during which management makes numerous assumptions which involve a significant amount of judgment.
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. See Note 13 to the consolidated financial statements for additional information related to the Company’s SCF program. 33 The Company’s only Level 3 asset or liability is the acquisition related contingent consideration liability.
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. See Note 13 to the consolidated financial statements for additional information related to the SCF program. The Company’s only Level 3 asset or liability is the acquisition related contingent consideration liability.
Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting period.
Changes in any of these Level 3 inputs, particularly the underlying risk-free interest rate used to estimate the Company’s WACC, could result in material changes to the fair value of the acquisition related contingent consideration liability and could materially impact the amount of non-cash expense (or income) recorded each reporting 37 period.
(5) All other segment items includes information technology costs, stewardship, insurance and other costs incurred in the selling and delivery of the Company’s products. Comparable and Adjusted Results (Non-GAAP) The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).
(5) All other segment items includes information technology costs, stewardship, insurance and other costs incurred in the selling and delivery of the Company’s products. 29 Comparable and Adjusted Results (Non-GAAP) The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).
Several statistical and other factors, which attempt to anticipate future events, are used in calculating the net periodic postretirement benefit cost and the postretirement benefit obligation for this plan. These factors include assumptions about the discount rate and the expected growth rate for the cost of healthcare benefits.
Several statistical and other factors, which attempt to anticipate future events, are used in calculating the net periodic postretirement benefit cost and the 38 postretirement benefit obligation for this plan. These factors include assumptions about the discount rate and the expected growth rate for the cost of healthcare benefits.
In addition, cost of sales includes shipping, handling and fuel costs related to the movement of finished products from manufacturing plants to distribution centers, amortization expense of distribution rights, 27 distribution fees of certain products and marketing credits and post-mix funding from brand companies.
In addition, cost of sales includes shipping, handling and fuel costs related to the movement of finished products from manufacturing plants to distribution centers, amortization expense of distribution rights, distribution fees of certain products and marketing credits and post-mix funding from brand companies.
Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in higher borrowing costs for the Company or reduced access to capital markets, which could have a material adverse impact on the Company’s operating results or financial position.
Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in 32 higher borrowing costs for the Company or reduced access to capital markets, which could have a material adverse impact on the Company’s operating results or financial position.
The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net settlement of derivative transactions.
The Company uses several different financial institutions for commodity derivative instruments to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its commodity derivative instruments that provide for net 35 settlement of derivative transactions.
Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: increased costs (including due to inflation) or disruption, unavailability or shortages of raw materials, fuel and other supplies; the reliance on purchased finished products from external sources; changes in public and consumer perception and preferences, including concerns related to product safety and sustainability, artificial ingredients, brand reputation and obesity; changes in government regulations related to nonalcoholic beverages, including regulations related to obesity, public health, artificial ingredients, recycling, sustainability and product safety; decreases from historic levels of marketing funding support provided to us by 39 The Coca‑Cola Company and other beverage companies; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of advertising, marketing and product innovation spending by The Coca‑Cola Company and other beverage companies, or advertising campaigns that are negatively perceived by the public; any failure of the several Coca‑Cola system governance entities of which we are a participant to function efficiently or in our best interest and any failure or delay of ours to receive anticipated benefits from these governance entities; provisions in our beverage distribution and manufacturing agreements with The Coca‑Cola Company that could delay or prevent a change in control of us or a sale of our Coca‑Cola distribution or manufacturing businesses; the concentration of our capital stock ownership; our inability to meet requirements under our beverage distribution and manufacturing agreements; changes in the inputs used to calculate our acquisition related contingent consideration liability; technology failures or cyberattacks on our information technology systems or our effective response to technology failures or cyberattacks on our third-party service providers’, business partners’, customers’, suppliers’ or other third parties’ information technology systems; unfavorable changes in the general economy; changes in trade policies, including the imposition of, or increase in, tariffs on imported goods; the concentration risks among our customers and suppliers; lower than expected net pricing of our products resulting from continued and increased customer and competitor consolidations and marketplace competition; the effect of changes in our level of debt, borrowing costs and credit ratings on our access to capital and credit markets, operating flexibility and ability to obtain additional financing to fund future needs; the failure to attract, train and retain qualified employees while controlling labor costs and other labor issues; the failure to maintain productive relationships with our employees covered by collective bargaining agreements, including failing to renegotiate collective bargaining agreements; changes in accounting standards; our use of estimates and assumptions; changes in tax laws, disagreements with tax authorities or additional tax liabilities; changes in legal contingencies; natural disasters, changing weather patterns and unfavorable weather; climate change or legislative or regulatory responses to such change; and the risks discussed in “Item 1A.
Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: increased costs (including due to inflation or uncertainty around tariffs) or disruption, unavailability or shortages of raw materials, fuel and other supplies; the reliance on purchased finished products from external sources; changes in public and consumer perception and preferences, including concerns related to product safety and sustainability, artificial ingredients, brand reputation and obesity; changes in government regulations related to nonalcoholic beverages, including regulations related to obesity, public health, artificial ingredients, recycling, sustainability, product safety and benefit programs, including SNAP; decreases from historic levels of marketing funding support provided to us by The Coca‑Cola Company and other beverage companies; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of advertising, marketing and product innovation spending by The Coca‑Cola Company and other beverage companies, or advertising campaigns that are negatively perceived by the public; any failure of the several Coca‑Cola system governance entities of which we are a participant to function efficiently or in our best interest and any failure or delay of ours to receive anticipated benefits from these governance entities; provisions in our beverage distribution and manufacturing agreements with The Coca‑Cola Company that could delay or prevent a change in control of us or a sale of our Coca‑Cola distribution or manufacturing businesses; the concentration of our capital stock ownership; our inability to meet requirements under our beverage distribution and manufacturing agreements; changes in the inputs used to calculate our acquisition related contingent consideration liability; technology failures or cyberattacks on our information technology systems or our effective response to technology failures or cyberattacks on our third-party service providers’, business partners’, customers’, suppliers’ or other third parties’ information technology systems; unfavorable changes in the general economy; changes in trade policies, including the imposition of, or increase in, tariffs on imported goods; the concentration risks among our customers and suppliers; lower than expected net pricing of our products resulting from continued and increased customer and competitor consolidations and marketplace competition; the effect of changes in our level of debt, borrowing costs and credit ratings on our access to capital and credit markets, operating flexibility and ability to obtain additional financing to fund future needs; the failure to attract, train and retain qualified employees while controlling labor costs and other labor issues; the failure to maintain productive relationships with our employees covered by collective bargaining agreements, including failing to renegotiate collective bargaining agreements; changes in accounting standards; our use of estimates and assumptions; changes in tax laws, disagreements 39 with tax authorities or additional tax liabilities; changes in legal contingencies; natural disasters, changing weather patterns and unfavorable weather, or the increased frequency of any such events due to climate change, and public expectations around combatting climate change; or legislative or regulatory responses to such change; and the risks discussed in “Item 1A.
The Company estimates a 10-basis point change in the underlying risk-free interest rate used to estimate the Company’s WACC would result in a change of approximately $6 million to the Company’s acquisition related contingent consideration liability. Income Tax Estimates Income taxes are accounted for under the asset and liability method.
The Company estimates a 10-basis point change in the underlying risk-free interest rate used to estimate the Company’s WACC would result in a change of approximately $7 million to the Company’s acquisition related contingent consideration liability. Income Tax Estimates Income taxes are accounted for under the asset and liability method.
For the next five years (including in fiscal year 2025), 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.
For the next five years (including in fiscal year 2026), 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.
Digitally Enabled Selling Platform: Through our investment in CONA, we, along with other Coca-Cola bottlers, have built a digitally enabled selling platform called MyCoke that we believe has and will continue to enable us to better serve our customers.
Digitally Enabled Selling Platform: Through our investment in CONA Services LLC, we, along with other Coca-Cola bottlers, have built a digitally enabled selling platform called MyCoke that we believe has enabled, and will continue to enable, us to better serve our customers.
The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents: Fiscal Year 2024 2023 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % The Kroger Co.
The following table summarizes the percentage of the Company’s total bottle/can sales volume to its largest customers, as well as the percentage of the Company’s total net sales that such volume represents: Fiscal Year 2025 2024 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % The Kroger Co.
Our brand partners also provide funding related to the delivery of post-mix gallons to locally managed customers within the Company’s territory. Certain of these marketing, advertising and other funding expenditures are made pursuant to annual arrangements.
Our brand partners also provide funding related to the delivery of post-mix gallons to locally managed customers within the Company’s territories. Certain of these marketing, advertising and other funding expenditures are made pursuant to annual arrangements.
As of December 31, 2024, the Company’s credit ratings and outlook for its debt were as follows: Credit Rating Rating Outlook Moody’s Baa1 Stable Standard & Poor’s BBB+ Stable The Company’s Board of Directors has declared, and the Company has paid, dividends on the Common Stock and the Class B Common Stock and each class of common stock has participated equally in all dividends declared by the Board of Directors and paid by the Company for more than 30 years.
As of December 31, 2025, the Company’s credit ratings and outlook for its debt were as follows: Credit Rating Rating Outlook Moody’s Baa1 Stable Standard & Poor’s BBB+ Negative The Company’s Board of Directors has declared, and the Company has paid, dividends on the Common Stock and the Class B Common Stock and each class of common stock has participated equally in all dividends declared by the Board of Directors and paid by the Company for more than 30 years.
This platform is currently targeted to certain on-premise and small store customers. 25 Results of Operations The Company’s results of operations for 2024 and 2023 are highlighted in the table below and discussed in the following paragraphs.
This platform is currently targeted to certain on-premise and small store customers. 25 Results of Operations The Company’s results of operations for 2025 and 2024 are highlighted in the table below and discussed in the following paragraphs.
(2) 12 % 11 % Total approximate percent of the Company’s total net sales 29 % 28 % (1) Includes bottle/can sales volume related to the Walmart, Sam’s Club and Walmart Neighborhood Market chains. (2) Includes bottle/can sales volume related to the Kroger and Harris Teeter chains.
(2) 12 % 12 % Total approximate percent of the Company’s total net sales 29 % 29 % (1) Includes bottle/can sales volume related to the Walmart, Sam’s Club and Walmart Neighborhood Market chains. (2) Includes bottle/can sales volume related to the Kroger and Harris Teeter chains.
During 2024 and 2023, the Company did not identify any impairment triggers related to property, plant and equipment and other intangibles. All business combinations are accounted for using the acquisition method.
During 2025 and 2024, the Company did not identify any impairment triggers related to property, plant and equipment and other intangibles. All business combinations are accounted for using the acquisition method.
The Company performed its annual impairment test of goodwill as of the first day of the fourth quarter during both 2024 and 2023 and determined there was no impairment of the carrying values of these assets.
The Company performed its annual impairment test of goodwill as of the first day of the fourth quarter during both 2025 and 2024 and determined there was no impairment of the carrying values of these assets.
The largest driver of the increase in net sales was higher average bottle/can sales price per unit charged to retail customers, which increased net sales by approximately $250 million.
The largest driver of the increase in net sales was higher average bottle/can sales price per unit charged to retail customers, which increased net sales by approximately $215 million.
Material Contractual Obligations The Company had a number of contractual obligations and commercial obligations as of December 31, 2024 that are material to an assessment of the Company’s short- and long-term cash requirements.
Material Contractual Obligations The Company had a number of contractual obligations and commercial obligations as of December 31, 2025 that are material to an assessment of the Company’s short- and long-term cash requirements.
The Company manages its business on the basis of three operating segments. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations.
The Company manages its business on the basis of two operating segments. Nonalcoholic Beverages represents the vast majority of the Company’s consolidated net sales and income from operations.
(2) 15 % 14 % Total approximate percent of the Company’s total bottle/can sales volume 36 % 35 % Approximate percent of the Company’s total net sales: Walmart Inc. (1) 17 % 17 % The Kroger Co.
(2) 15 % 15 % Total approximate percent of the Company’s total bottle/can sales volume 36 % 36 % Approximate percent of the Company’s total net sales: Walmart Inc. (1) 17 % 17 % The Kroger Co.
The Company has determined there has not been an interim impairment trigger since the first day of the fourth quarter of 2024 annual test date.
The Company has determined there has not been an interim impairment trigger since the first day of the fourth quarter of 2025 annual test date.
There were no transfers from Level 1 or Level 2 in any period presented. Fair value adjustments were non-cash and, therefore, did not impact the Company’s liquidity or capital resources.
There were no transfers of assets or liabilities from Level 1 or Level 2 in any period presented. Fair value adjustments were non-cash and, therefore, did not impact the Company’s liquidity or capital resources.
The Company’s short-term portion of the acquisition related contingent consideration liability was $64.0 million as of December 31, 2024 and was included within other accrued liabilities in the consolidated balance sheets. The Company is obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034.
The Company’s short-term portion of the acquisition related contingent consideration liability was $74.9 million as of December 31, 2025 and was included within other accrued liabilities in the consolidated balance sheets. The Company is obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034.
The discount rate used in determining the actuarial present value of the projected benefit obligation for the Bargaining Plan was 5.89% in 2024 and 5.16% in 2023. The discount rate assumption is generally the estimate which can have the most significant impact on the projected benefit obligation and the net periodic pension cost for the Bargaining Plan.
The discount rate used in determining the actuarial present value of the projected benefit obligation for the Bargaining Plan was 5.92% in 2025 and 5.89% in 2024. The discount rate assumption is generally the estimate which can have the most significant impact on the projected benefit obligation and the net periodic pension cost for the Bargaining Plan.
This obligation has no minimum purchase requirements; however, purchases from Southeastern were $142.2 million during 2024 and are expected to remain material in future foreseeable periods. See Note 21 to the consolidated financial statements for additional information related to Southeastern. The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations.
This obligation has no minimum purchase requirements; however, purchases from Southeastern were $119.3 million during 2025 and are expected to remain material in future foreseeable periods. See Note 21 to the consolidated financial statements for additional information related to Southeastern. The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations.
The consolidated financial statements include the accounts and the consolidated operations of the Company and its majority-owned subsidiaries. All comparisons are to the prior year unless specified otherwise. The periods presented are the fiscal years ended December 31, 2024 (“2024”) and December 31, 2023 (“2023”).
The consolidated financial statements include the accounts and the consolidated operations of the Company and its majority-owned subsidiaries. All comparisons are to the prior year unless specified otherwise. The periods presented are the fiscal years ended December 31, 2025 (“2025”) and December 31, 2024 (“2024”).
Results for 2024 include one additional selling day compared to 2023. For comparison purposes, the estimated impact of the additional selling day in 2024 has been excluded from our comparable volume results.
Results for 2025 include one fewer selling day compared to 2024. For comparison purposes, the estimated impact of the additional selling day in 2024 has been excluded from our comparable volume results.
The agreements under which the Company’s nonpublic debt, including the Revolving Credit Facility, 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 December 31, 2024.
The agreements under which the Company’s nonpublic debt, including the 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 December 31, 2025.
The discount rate used in determining the postretirement benefit obligation was 5.68% in 2024 and 5.02% in 2023. The discount rate was derived using the Aon AA Above Median yield curve. Projected benefit payouts for the plan were matched to the Aon AA Above Median yield curve and an equivalent flat rate was derived.
The discount rate used in determining the postretirement benefit obligation was 5.41% in 2025 and 5.68% in 2024. The discount rate was derived using the Aon AA Above Median yield curve. Projected benefit payouts for the plan were matched to the Aon AA Above Median yield curve and an equivalent flat rate was derived.
Total funding support from The Coca‑Cola Company and other beverage companies, which includes both direct payments to the Company and payments to customers for marketing programs, was $186.5 million in 2024, as compared to $164.5 million in 2023.
Total funding support from The Coca‑Cola Company and other beverage companies, which includes both direct payments to the Company and payments to customers for marketing programs, was $209.5 million in 2025, as compared to $186.5 million in 2024.
A 0.25% increase or decrease in the discount rate assumption would have impacted the postretirement benefit obligation and the net periodic postretirement benefit cost for the Company’s postretirement healthcare plan as follows: (in thousands) 0.25% Increase 0.25% Decrease Increase (decrease) in: Postretirement benefit obligation at December 31, 2024 $ (1,415) $ 1,476 Net periodic postretirement benefit cost in 2024 (13) 156 Cautionary Note Regarding Forward-Looking Statements Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by the Company, which are not historical facts, are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
A 0.25% increase or decrease in the discount rate assumption would have impacted the postretirement benefit obligation and the net periodic postretirement benefit cost for the Company’s postretirement healthcare plan as follows: (in thousands) 0.25% Increase 0.25% Decrease Increase (decrease) in: Postretirement benefit obligation at December 31, 2025 $ (1,576) $ 1,639 Net periodic postretirement benefit cost in 2025 (133) 138 Cautionary Note Regarding Forward-Looking Statements Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by the Company, which are not historical facts, are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Information concerning the fiscal year ended December 31, 2022 (“2022”) and a comparison of 2023 and 2022 may be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10‑K for 2023, filed with the SEC on February 21, 2024.
Information concerning the fiscal year ended December 31, 2023 (“2023”) and a comparison of 2024 and 2023 may be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10‑K for 2024, filed with the SEC on February 20, 2025.
The Company’s acquisition related contingent consideration liability relates to acquisition related sub-bottling payments required in certain distribution territories under the CBA and totaled $654.2 million as of December 31, 2024. The future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years.
The Company’s acquisition related contingent consideration liability relates to acquisition related sub-bottling payments required in certain distribution territories under the CBA and totaled $717.9 million as of December 31, 2025. The future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally 40 years.
See Note 18 to the consolidated financial statements for the details by asset type for the Bargaining Plan. The actual return on pension plan assets for the Bargaining Plan was a gain of 3.7% in 2024 and a gain of 13.5% in 2023. The Company sponsors a postretirement healthcare plan for employees meeting specified qualifying criteria.
See Note 18 to the consolidated financial statements for the details by asset type for the Bargaining Plan. The actual return on pension plan assets for the Bargaining Plan was a gain of 10.4% in 2025 and a gain of 3.7% in 2024. The Company sponsors a postretirement healthcare plan for employees meeting specified qualifying criteria.
The net impact of the commodity derivative instruments on the consolidated statements of operations was as follows: Fiscal Year (in thousands) 2024 2023 (Decrease) increase in cost of sales $ (590) $ 1,656 Increase in SD&A expenses 2,647 5,928 Net impact $ 2,057 $ 7,584 Discussion of Critical Accounting Estimates In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of its results of operations and financial position in the preparation of its consolidated financial statements in conformity with GAAP.
The net impact of the commodity derivative instruments on the consolidated statements of operations was as follows: Fiscal Year (in thousands) 2025 2024 Decrease in cost of sales $ (2,002) $ (590) Increase in SD&A expenses 1,443 2,647 Net impact $ (559) $ 2,057 Discussion of Critical Accounting Estimates In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of its results of operations and financial position in the preparation of its consolidated financial statements in conformity with GAAP.
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 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. As of December 31, 2025, the Company has two operating segments, each identified by its products and services.
The Company has $5.4 million in total minimum financing lease obligations including interest, of which $2.9 million are due in fiscal year 2025. As of December 31, 2024, the Company estimated obligations for its executive benefit plans to be $203.5 million, of which $40.0 million is expected to be paid in fiscal year 2025.
The Company has $1.9 million in total minimum financing lease obligations including interest, of which $0.6 million are due in fiscal year 2026. As of December 31, 2025, the Company estimated obligations for its executive benefit plans to be $217.1 million, of which $40.6 million is expected to be paid in fiscal year 2026.
At any given time, the Company estimates less than 1% of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales.
The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of bottle/can sales and post-mix sales could be at risk for return by customers. Returned product is recognized as a reduction to net sales.
Our ability to obtain shelf space within stores and remain in-stock across our portfolio of brands and packages in a profitable manner will have a significant impact on our results.
Commercial Execution: Our success is dependent on our ability to execute our commercial strategy within our customers’ stores. Our ability to obtain shelf space within stores and remain in-stock across our portfolio of brands and packages in a profitable manner will have a significant impact on our results.
The Company’s debt as of December 31, 2024 and December 31, 2023 was as follows: (in thousands) Maturity Date December 31, 2024 December 31, 2023 Senior bonds (the “2025 Senior Bonds”) (1) 11/25/2025 $ 350,000 $ 350,000 Senior notes 10/10/2026 100,000 100,000 Senior bonds (the “2029 Senior Bonds”) (2)(3) 6/1/2029 700,000 — Revolving credit facility (4) 6/10/2029 — — Senior notes 3/21/2030 150,000 150,000 Senior bonds (the “2034 Senior Bonds”) (3)(5) 6/1/2034 500,000 — Unamortized discount on senior bonds (1)(2)(5) Various (1,482) (17) Debt issuance costs (12,170) (824) Total debt $ 1,786,348 $ 599,159 Less: Current portion of debt (1) 349,699 — Total long-term debt $ 1,436,649 $ 599,159 (1) The 2025 Senior Bonds were issued at 99.975% of par.
As of December 31, 2025, the total remaining share repurchase authorization was $136.3 million. 31 The Company’s debt as of December 31, 2025 and December 31, 2024 was as follows: (in thousands) Maturity Date December 31, 2025 December 31, 2024 Senior bonds (the “2025 Senior Bonds”) (1) 11/25/2025 $ — $ 350,000 Senior notes (2) 10/10/2026 100,000 100,000 Term loan facility (the “Three-Year Term Loan Facility”) (3) 12/8/2028 900,000 — Senior bonds (the “2029 Senior Bonds”) (4) 6/1/2029 700,000 700,000 Revolving credit facility (5) 6/10/2029 — — Senior notes 3/21/2030 150,000 150,000 Term loan facility (the “Five-Year Term Loan Facility”) (3) 12/6/2030 450,000 — Senior bonds (the “2034 Senior Bonds”) (6) 6/1/2034 500,000 500,000 Unamortized discount on senior bonds (1)(4)(6) Various (1,201) (1,482) Debt issuance costs (12,790) (12,170) Total debt 2,786,009 1,786,348 Less: Current portion of debt (1)(2) 100,000 349,699 Total long-term debt $ 2,686,009 $ 1,436,649 (1) The 2025 Senior Bonds were issued at 99.975% of par.
Mark-to-market on acquisition related contingent consideration was an increase of $59.2 million in 2024 and an increase of $159.4 million in 2023.
Mark-to-market on acquisition related contingent consideration was an increase of $131.9 million in 2025 and an increase of $59.2 million in 2024.
The Company has outstanding debt of $1.80 billion, approximately $350 million of which is contractually due in fiscal year 2025 and classified as current debt on the consolidated balance sheets.
The Company has outstanding debt of $2.80 billion, $100.0 million of which is contractually due in fiscal year 2026 and classified as current debt on the consolidated balance sheets.
Based on information available as of December 31, 2024, the Company estimates this purchase obligation to be $1.30 billion, of which an estimated $135 million of purchases is expected to occur in fiscal year 2025. The Company has $131.4 million in total minimum operating lease obligations including interest, of which $26.8 million are due in fiscal year 2025.
Based on information available as of December 31, 2025, the Company estimates this purchase obligation to be $1.20 billion, of which an estimated $141 million of purchases is expected to occur in fiscal year 2026. The Company has $137.7 million in total minimum operating lease obligations including interest, of which $28.5 million are due in fiscal year 2026.
The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations.
The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company typically collects payment from customers within 30 days from the date of sale.
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, of which $36.8 million is expected to be paid in fiscal year 2025. 35 Hedging Activities The Company uses commodity derivative instruments to manage its exposure to fluctuations in certain commodity prices.
As of December 31, 2025, the future payments related to these contractual arrangements, which expire at various dates through 2035, amounted to $151.1 million, of which $37.6 million is expected to be paid in fiscal year 2026. Hedging Activities The Company uses commodity derivative instruments to manage its exposure to fluctuations in certain commodity prices where practicable.
Pension costs for the Bargaining Plan were $3.7 million in both 2024 and 2023. 38 A 0.25% increase or decrease in the discount rate assumption would have impacted the projected benefit obligation and the net periodic pension cost for the Bargaining Plan as follows: (in thousands) 0.25% Increase 0.25% Decrease Increase (decrease) in: Projected benefit obligation at December 31, 2024 $ (1,842) $ 1,965 Net periodic pension cost in 2024 (211) 224 The weighted average expected long-term rate of return of plan assets used in computing net periodic pension cost for the Bargaining Plan was 7.00% in both 2024 and 2023.
A 0.25% increase or decrease in the discount rate assumption would have impacted the projected benefit obligation and the net periodic pension cost for the Bargaining Plan as follows: (in thousands) 0.25% Increase 0.25% Decrease Increase (decrease) in: Projected benefit obligation at December 31, 2025 $ (2,024) $ 2,156 Net periodic pension cost in 2025 (219) 178 The weighted average expected long-term rate of return of plan assets used in computing net periodic pension cost for the Bargaining Plan was 7.00% in both 2025 and 2024.
As of December 31, 2024, the Company had obligations related to its postretirement benefits plan of $62.1 million, of which $3.6 million is expected to be paid in fiscal year 2025.
As of December 31, 2025, the Company had obligations related to its postretirement benefits plan of $73.7 million, of which $4.4 million is expected to be paid in fiscal year 2026.
The increase was primarily a result of our strong operating performance during 2024. Cash Flows From Investing Activities During 2024, cash used in investing activities was $682.2 million, which was an increase of $386.9 million as compared to 2023.
The increase was primarily a result of our strong operating performance during 2025. Cash Flows From Investing Activities During 2025, cash used in investing activities was $19.0 million, which was a decrease of $663.2 million as compared to 2024.
The remaining interest payments on the Company’s debt obligations are $468.9 million determined in reference to the contractual terms of such debt, of which $85.9 million is due in fiscal year 2025.
The remaining interest payments on the Company’s debt obligations are $622.2 million determined in reference to the contractual terms of such debt, of which $138.7 million is due in fiscal year 2026.
Segment Operating Results The Company evaluates segment reporting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”).
The change was primarily related to changes in the actuarial assumptions related to the Company’s pension and postretirement plan liabilities. Segment Operating Results The Company evaluates segment reporting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Operating Decision Maker (the “CODM”).
Our typical DSD method uses Company-owned vehicles and warehouses, but we increasingly shifted to alternative methods of distribution in 2024 as compared to 2023. For example, in instances of post-mix delivery for use in fountain machines, we have shifted and continue to shift our delivery method towards alternative distributors in order to enhance profitability and customer service.
For example, in instances of post-mix delivery for use in fountain machines, we have shifted and continue to shift our delivery method towards alternative distributors in order to enhance profitability and customer service.
Additionally, net income for both 2024 and 2023 was adversely impacted by routine, non-cash fair value adjustments to our acquisition related contingent consideration liability, driven by changes in the discount rate and future cash flow projections used to compute the fair value of the liability. Cash flows from operations for 2024 were $876.4 million, compared to $810.7 million for 2023.
As compared to 2024, net income for 2025 was more adversely impacted by routine, non-cash fair value adjustments to our acquisition related contingent consideration liability, primarily driven by changes in the discount rate and future cash flow projections used to compute the fair value of the liability, and by increased interest expense.
Additionally, as the Company introduces new products, it reassesses the category assigned to its products at the SKU level, therefore categorization could differ from previously presented results in order to conform with current period categorization. Any differences are not material. The bottle/can sales volume above represents volume that is delivered directly to our customer outlets using Company-owned vehicles and warehouses.
Additionally, as the Company introduces new products, it reassesses the category 26 assigned to its products at the SKU level, therefore categorization could differ from previously presented results in order to conform with current period categorization. Any differences are not material.
Input costs, including underlying commodity costs for aluminum cans, plastic bottles, carbon dioxide and sweetener, as well as labels and other packaging materials, and excluding concentrate, represent approximately 20% of total cost of sales on an annual basis. Cost of sales increased $91.4 million, or 2.3%, to $4.15 billion in 2024, as compared to $4.06 billion in 2023.
Input costs for products we produce, including underlying commodity costs for aluminum cans, plastic bottles, carbon dioxide and sweetener, as well as labels and other packaging materials, and excluding concentrate, represent approximately 20% of total cost of sales on an annual basis.
The Company anticipates additions to property, plant and equipment over the next five years will be in the range of approximately $250 million to $300 million annually. Cash Flows From Financing Activities During 2024, cash provided by financing activities was $306.4 million, as compared to cash used in financing activities of $77.7 million during 2023, a change of $384.1 million.
The Company expects additions to property, plant and equipment in 2026 to be approximately $300 million. Cash Flows From Financing Activities During 2025, cash used in financing activities was $1.77 billion, as compared to cash provided by financing activities of $306.4 million during 2024, a change of $2.07 billion.
Treasury securities and investment-grade corporate bonds with maturities of one year or less. The Company has obtained its debt from public markets, private placements and bank facilities.
As of December 31, 2025, the Company did not have any short-term investments. Historically, short-term investments have consisted primarily of U.S. Treasury securities and investment-grade corporate bonds with maturities of one year or less. The Company has obtained its debt from public markets, private placements and bank facilities.
We are focused on execution at every step in our supply chain, including raw material and finished product procurement, manufacturing conversion, transportation, warehousing and distribution, to ensure in-store 24 execution can occur.
We are focused on execution at every step in our supply chain, including raw material and finished product procurement, manufacturing conversion, transportation, warehousing and distribution, to ensure in-store execution can occur. We continue to invest in tools and technology to enable our teammates to operate more effectively and efficiently with our customers and to drive long-term value in our business.
Liquidity and Capital Resources The Company’s sources of capital include cash flows from operations, available credit facilities and the issuance of debt and equity securities. As of December 31, 2024, the Company had $1.14 billion in cash and cash equivalents.
Liquidity and Capital Resources The Company’s sources of capital include cash flows from operations, available credit facilities and the issuance of debt and equity securities. As of December 31, 2025, the Company had $281.9 million in cash and cash equivalents. The Company’s cash equivalent balance at December 31, 2025 consisted predominantly of investments in money market funds.
Net cash provided by operating activities in 2023 included net income tax payments of $200.8 million, interest payments of $24.0 million and pension plan contributions of $16.3 million. Cash Flows From Operating Activities During 2024, cash provided by operating activities was $876.4 million, which was an increase of $65.7 million as compared to 2023.
Net cash provided by operating activities in 2024 included net income tax payments of $224.0 million, net interest payments of $56.1 million and pension plan contributions of $2.0 million. Cash Flows From Operating Activities During 2025, cash provided by operating activities was $931.9 million, which was an increase of $55.5 million as compared to 2024.
Following is a summary of the Level 3 activity: Fiscal Year (in thousands) 2024 2023 Beginning balance - Level 3 liability $ 669,337 $ 541,491 Payments of acquisition related contingent consideration (64,312) (28,208) Reclassification to current payables (10,000) (3,300) Increase in fair value 59,166 159,354 Ending balance - Level 3 liability $ 654,191 $ 669,337 Cash Sources and Uses A summary of cash-based activity is as follows: Fiscal Year (in thousands) 2024 2023 Cash Sources: Proceeds from bond issuance $ 1,200,000 $ — Net cash provided by operating activities (1) 876,357 810,690 Proceeds from the disposal of short-term investments 150,274 — Proceeds from the sale of property, plant and equipment 569 695 Total cash sources $ 2,227,200 $ 811,385 Cash Uses: Payments related to share repurchases $ 625,654 $ — Purchases of short-term investments 446,309 — Additions to property, plant and equipment 371,015 282,304 Cash dividends paid 185,635 46,868 Payments of acquisition related contingent consideration 64,312 28,208 Investment in equity method investees 15,720 13,741 Debt issuance fees 15,512 340 Payments on financing lease obligations 2,488 2,303 Total cash uses $ 1,726,645 $ 373,764 Net increase in cash during period $ 500,555 $ 437,621 (1) Net cash provided by operating activities in 2024 included net income tax payments of $224.0 million, interest payments of $56.1 million and pension plan contributions of $2.0 million.
Following is a summary of the Level 3 activity: Fiscal Year (in thousands) 2025 2024 Beginning balance - Level 3 liability $ 654,191 $ 669,337 Payments of acquisition related contingent consideration (68,884) (64,312) Reclassification to current payables 700 (10,000) Increase in fair value 131,901 59,166 Ending balance - Level 3 liability $ 717,908 $ 654,191 33 Cash Sources and Uses A summary of cash-based activity is as follows: Fiscal Year (in thousands) 2025 2024 Cash Sources: Proceeds from bridge loan $ 1,200,000 $ — Proceeds from term loan facility upon modification 950,000 — Net cash provided by operating activities (1) 931,904 876,357 Proceeds from the disposal of short-term investments 696,415 150,274 Proceeds from the sale of property, plant and equipment 6,594 569 Proceeds from bond issuance — 1,200,000 Total cash sources $ 3,784,913 $ 2,227,200 Cash Uses: Payments related to share repurchases $ 2,606,031 $ 625,654 Repayment of bridge loan upon extinguishment 800,000 — Purchases of short-term investments 390,111 446,309 Repayment of senior bonds 350,000 — Additions to property, plant and equipment 312,315 371,015 Cash dividends paid 86,673 185,635 Payments of acquisition related contingent consideration 68,884 64,312 Investment in equity method investees 19,600 15,720 Debt issuance fees 3,396 15,512 Payments on financing lease obligations 1,809 2,488 Total cash uses $ 4,638,819 $ 1,726,645 Net (decrease) increase in cash and cash equivalents during period $ (853,906) $ 500,555 (1) Net cash provided by operating activities in 2025 included net income tax payments of $196.6 million, net interest payments of $92.8 million and pension plan contributions of $5.0 million.
Revenue Management: Our revenue management strategy focuses on pricing our brands and packages optimally within product categories and channels, creating effective working relationships with our customers and making disciplined fact-based decisions. Pricing decisions are made considering a variety of factors, including brand strength, competitive environment, input costs, the roles certain brands play in our product portfolio and other market conditions.
Pricing decisions are made considering a variety of factors, including brand strength, competitive environment, input costs, the roles certain brands play in our product portfolio and other market conditions.
The change in interest expense (income), net was primarily due to an increase in interest expense on higher debt balances in 2024 as compared to 2023, partially offset by an increase in interest income due to higher cash, cash equivalent and short-term investment balances. In 2024, the Company had $62.0 million of interest expense and $60.2 million of interest income.
The increase in interest expense, net was primarily driven by higher average debt balances during 2025 as compared to 2024. In 2025, the Company had $102.9 million of interest expense and $60.2 million of interest income. In 2024, the Company had $62.0 million of interest expense and $60.2 million of interest income.
During 2023, the $159.4 million increase in the fair value of the acquisition related contingent consideration liability was primarily driven by higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments, as well as decreases in the WACC used to calculated the fair value of the liability. 28 Other Expense, Net Other expense, net decreased $3.1 million to $2.7 million in 2024, as compared to $5.7 million in 2023.
During 2025, the $131.9 million increase in the fair value of the acquisition related contingent consideration liability was primarily driven by decreases in the WACC used to calculate the fair value of the liability and higher projections of future cash flows in the distribution territories subject to acquisition related sub-bottling payments.
Areas of Emphasis Key priorities for the Company include executing our commercial strategy, executing our revenue management strategy, optimizing our supply chain, generating cash flow, determining the optimal route to market and creating and maintaining a digitally enabled selling platform. Commercial Execution: Our success is dependent on our ability to execute our commercial strategy within our customers’ stores.
Throughout 2025, we have returned approximately $2.7 billion to stockholders through share repurchases and dividends. 24 Areas of Emphasis Key priorities for the Company include executing our commercial strategy, executing our revenue management strategy, optimizing our supply chain, generating cash flow, determining the optimal route to market and creating and maintaining a digitally enabled selling platform.
Fiscal Year (in thousands) 2024 2023 Change Standard physical case volume 353,103 355,367 (0.6) % Volume related to extra day in fiscal period (965) — Comparable standard physical case volume 352,138 355,367 (0.9) % 30 Fiscal Year 2024 (in thousands, except per share data) Gross profit SD&A expenses Income from operations Income before taxes Net income Basic net income per share Reported results (GAAP) $ 2,753,179 $ 1,832,829 $ 920,350 $ 856,654 $ 633,125 $ 70.10 Fair value adjustment of acquisition related contingent consideration (1) — — — 59,166 44,493 4.92 Fair value adjustments for commodity derivative instruments (2) 728 (547) 1,275 1,275 959 0.11 Total reconciling items 728 (547) 1,275 60,441 45,452 5.03 Adjusted results (non-GAAP) $ 2,753,907 $ 1,832,282 $ 921,625 $ 917,095 $ 678,577 $ 75.13 Adjusted percentage change versus 2023 6.0 % 4.0 % 10.3 % Fiscal Year 2023 (in thousands, except per share data) Gross profit SD&A expenses Income from operations Income before taxes Net income Basic net income per share Reported results (GAAP) $ 2,598,711 $ 1,764,260 $ 834,451 $ 557,481 $ 408,375 $ 43.56 Fair value adjustment of acquisition related contingent consideration (1) — — — 159,354 119,834 12.78 Fair value adjustments for commodity derivative instruments (2) (1,220) (2,281) 1,061 1,061 798 0.09 Pension plan settlement expense (3) — — — 112,796 84,823 9.05 Total reconciling items (1,220) (2,281) 1,061 273,211 205,455 21.92 Adjusted results (non-GAAP) $ 2,597,491 $ 1,761,979 $ 835,512 $ 830,692 $ 613,830 $ 65.48 Following is an explanation of non-GAAP adjustments: (1) This non-cash, fair value adjustment of acquisition related contingent consideration fluctuates based on factors such as long-term interest rates and future cash flow projections of the distribution territories subject to acquisition related sub-bottling payments.
Fiscal Year (in thousands) 2025 2024 Change Standard physical case volume 354,048 353,103 0.3 % Volume related to extra day in fiscal period — (965) Comparable standard physical case volume 354,048 352,138 0.5 % Fiscal Year 2025 (in thousands, except per share data) Gross profit SD&A expenses Income from operations Income before taxes Net income Basic net income per share Reported results (GAAP) $ 2,872,362 $ 1,921,706 $ 950,656 $ 772,918 $ 570,582 $ 6.82 Fair value adjustment of acquisition related contingent consideration (1) — — — 131,901 99,190 1.18 Fair value adjustments for commodity derivative instruments (2) (2,183) (455) (1,728) (1,728) (1,299) (0.02) Total reconciling items (2,183) (455) (1,728) 130,173 97,891 1.16 Adjusted results (non-GAAP) $ 2,870,179 $ 1,921,251 $ 948,928 $ 903,091 $ 668,473 $ 7.98 Adjusted percentage change versus 2024 4.2 % 4.9 % 3.0 % Fiscal Year 2024 (in thousands, except per share data) Gross profit SD&A expenses Income from operations Income before taxes Net income Basic net income per share Reported results (GAAP) $ 2,753,179 $ 1,832,829 $ 920,350 $ 856,654 $ 633,125 $ 7.01 Fair value adjustment of acquisition related contingent consideration (1) — — — 59,166 44,493 0.49 Fair value adjustments for commodity derivative instruments (2) 728 (547) 1,275 1,275 959 0.01 Total reconciling items 728 (547) 1,275 60,441 45,452 0.50 Adjusted results (non-GAAP) $ 2,753,907 $ 1,832,282 $ 921,625 $ 917,095 $ 678,577 $ 7.51 Following is an explanation of non-GAAP adjustments: (1) This non-cash, fair value adjustment of acquisition related contingent consideration fluctuates based on factors such as long-term interest rates and future cash flow projections of the distribution territories subject to acquisition related sub-bottling payments.
As of December 31, 2024, the Company had repurchased 42,895 shares of Common Stock under the share repurchase program for an aggregate purchase price of $51.6 million, excluding fees and expenses relating to the share repurchases.
During 2025, the Company repurchased 1,778,081 shares of Common Stock under the Share Repurchase Program for an aggregate purchase price of $212.0 million, excluding fees and expenses related to the share repurchases.
Labor costs represent approximately 60% of total SD&A expenses on an annual basis. SD&A expenses increased $68.6 million, or 3.9%, to $1.83 billion in 2024, as compared to $1.76 billion in 2023. SD&A expenses as a percentage of net sales increased to 26.6% in 2024 from 26.5% in 2023.
Labor costs represent approximately two-thirds of total SD&A expenses on an annual basis. 27 SD&A expenses increased $88.9 million, or 4.8%, to $1.92 billion in 2025, as compared to $1.83 billion in 2024.
This acquisition related contingent consideration is 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. 37 Each reporting period, the Company adjusts its acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments to fair value by discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated WACC.
This acquisition related contingent consideration is 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.
On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $1.00 billion of Common Stock. The Company expects share repurchases to be made from time to time in the open market or through private transactions or block trades.
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 Company expects share repurchases to be made from time to time in the open market or through private transactions or block trades.
During 2024, the Company shifted to a broader use of alternative distributors, rather than Company-owned vehicles and warehouses, to deliver post-mix products to customers in our territory. We receive a fee from our brand partners on these post-mix gallons delivered to locally managed customers in our territory, which is recorded as a reduction to cost of sales.
We receive a fee from our brand partners on these post-mix gallons delivered to locally managed customers in our territories, which is recorded as a reduction to cost of sales. In instances of bottle/can delivery, we have shifted certain products for certain customers and channels of business to ARTM.
The additional two operating segments do not meet the quantitative thresholds for separate reporting, either individually or in the aggregate, and, therefore, have been combined into “All Other.” Executive Summary Net sales increased 3.7% to $6.90 billion in 2024, with standard physical case volume down 0.6% when compared to the prior year.
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.” Executive Summary Net sales increased 4.8% to $7.23 billion in 2025, with standard physical case volume up 0.3% when compared to the prior year.
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.
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.
In instances of bottle/can delivery, we have shifted certain products for certain customers and channels of business to alternative routes to market. These alternative routes to market include third-party distributors, the manufacturer of the product or the customer’s supply chain infrastructure. These bottle/can arrangements generally come with favorable commercial terms for the Company.
These ARTM include third-party distributors, the manufacturer of the product or the customer’s supply chain infrastructure. These bottle/can arrangements generally come with favorable commercial terms for the Company, and, because we have the exclusive distribution rights for nonalcoholic beverages within our franchise territories, we receive fees from our brand partners for the delivery of qualified product in our territories.
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 also sponsors a postretirement healthcare plan for employees meeting specified qualifying criteria.
Pension and Postretirement Benefit Obligations 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. 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 currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company.
(4) The 2029 Senior Bonds were issued at 99.843% of par. (5) The Company’s revolving credit facility has an aggregate maximum borrowing capacity of $500 million. The Company currently believes all banks participating in the revolving credit facility have the ability to and will meet any funding requests from the Company.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+3 added−2 removed3 unchanged
Biggest changeThe Company accounts for its commodity derivative instruments on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales or SD&A expenses, consistent with the expense classification of the underlying hedged item. 40 The annual rate of inflation in the United States, as measured by year-over-year changes in the Consumer Price Index, was 2.9% in 2024, 3.4% in 2023 and 6.5% in 2022.
Biggest changeFees paid by the Company for agreements to hedge commodity purchases are amortized over the corresponding period of the agreement. The Company accounts for its commodity derivative instruments on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales or SD&A expenses, consistent with the expense classification of the underlying hedged item.
The Company estimates a 10-basis point change in the underlying risk-free interest rate used to estimate the Company’s WACC would result in a change of approximately $6 million to the Company’s acquisition related contingent consideration liability. The Company is exposed to certain market risks and commodity price risk that arise in the ordinary course of business.
The Company estimates a 10-basis point change in the underlying risk-free interest rate used to estimate the Company’s WACC would result in a change of approximately $7 million to the Company’s acquisition related contingent consideration liability. The Company is exposed to certain market risks and commodity price risk that arise in the ordinary course of business.
Although the Company can offset these cost increases by increasing selling prices for its products, consumers may not have the buying power to cover these increased costs and may reduce their volume of purchases of those products. In that event, selling price increases may not be sufficient to offset completely the Company’s cost increases. 41
Although the Company can offset these cost increases by increasing selling prices for its products, consumers may not have the buying power to cover these increased costs and may reduce their volume of purchases of those products. In that event, selling price increases may not be sufficient to offset completely the Company’s cost increases. 40
The Company estimates a 10% increase in the market prices of its key commodities, including aluminum, PET resin and high-fructose corn syrup, and excluding concentrate, over the current market prices would cumulatively increase costs during the next 12 months by approximately $66 million assuming no change in volume.
The Company estimates a 10% increase in the market prices of its key commodities, including aluminum, PET resin and high-fructose corn syrup, and excluding concentrate, over the current market prices would cumulatively increase costs during the next 12 months by approximately $35 million to $40 million assuming no change in volume.
The Company periodically uses commodity derivative instruments in the management of this risk, and estimates a 10% decrease in the underlying commodity prices would have decreased the fair value of our commodity derivative instruments by approximately $2 million as of December 31, 2024.
The Company periodically uses commodity derivative instruments in the management of this risk, and estimates a 10% decrease in the underlying commodity prices would have decreased the fair value of our commodity derivative instruments by approximately $4 million as of December 31, 2025.
Inflation in the prices of those commodities important to the Company’s business is reflected in changes in the Consumer Price Index. The principal effect of inflation in both commodity and consumer prices on the Company’s operating results is to increase both cost of goods sold and SD&A expenses.
The principal effect of inflation in both commodity and consumer prices on the Company’s operating results is to increase both cost of goods sold and SD&A expenses.
The Company’s acquisition related contingent consideration liability, which is adjusted to fair value each reporting period, is also impacted by changes in interest rates. The risk-free interest rate used to estimate the Company’s WACC is a component of the discount rate used to calculate the present value of future expected acquisition related sub-bottling payments due under the CBA.
The risk-free interest rate used to estimate the Company’s WACC is a component of the discount rate used to calculate the present value of future expected acquisition related sub-bottling payments due under the CBA.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company is subject to interest rate risk on its revolving credit facility and did not have any outstanding borrowings on its revolving credit facility as of December 31, 2024.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company is subject to interest rate volatility with regard to existing issuances of debt, including its revolving credit facility and the Term Loan Facilities. The Company had outstanding borrowings under the Term Loan Facilities in 2025 totaling $1.35 billion.
Removed
As such, assuming no changes in the Company’s capital structure, if market interest rates average 1% more over the next 12 months than the interest rates as of December 31, 2024, there would be no change to interest expense for the next 12 months.
Added
Based on the Company’s variable rate debt outstanding as of December 31, 2025, we estimate a 1% increase in interest rates would increase annual interest expense by $13.5 million.
Removed
Fees paid by the Company for agreements to hedge commodity purchases are amortized over the corresponding period of the agreement.
Added
As of December 31, 2024, the Company did not have any outstanding borrowings on variable rate debt and, as such, estimated a 1% increase in interest rates would have had no impact on interest expense. The Company’s acquisition related contingent consideration liability, which is adjusted to fair value each reporting period, is also impacted by changes in interest rates.
Added
The annual rate of inflation in the United States, as measured by year-over-year changes in the Consumer Price Index, was 2.7% in 2025, 2.9% in 2024 and 3.4% in 2023. Inflation in the prices of those commodities important to the Company’s business is reflected in changes in the Consumer Price Index.

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