FULLTEXT DEL 3 AV 3
10-K – 2026-02-18 – coke-20251231.htm
The Company provides postretirement benefits for employees meeting specified qualifying criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future. The following tables set forth pertinent information for the Company’s postretirement benefit plan: Reconciliation of Activity Fiscal Year (in thousands) 2025 2024 Benefit obligation at beginning of year $ 62,100 $ 63,828 Service cost 1,072 1,163 Interest cost 3,640 3,102 Plan participants’ contributions 702 707 Actuarial loss (gain) 10,539 ( 2,920 ) Benefits paid ( 4,382 ) ( 3,780 ) Benefit obligation at end of year $ 73,671 $ 62,100 Updates to the health care claims assumptions for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial loss in 2025. Updates to demographic assumptions and the increase in the discount rate for the postretirement benefit plan, as compared to the previous year, partially offset by updates to claim trends, were the primary drivers of the actuarial gain in 2024. The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive (loss) income in the consolidated balance sheets. Reconciliation of Plan Assets Fair Value Fiscal Year (in thousands) 2025 2024 Fair value of plan assets at beginning of year $ — $ — Employer contributions 3,680 3,073 Plan participants’ contributions 702 707 Benefits paid ( 4,382 ) ( 3,780 ) Fair value of plan assets at end of year $ — $ — Funded Status (in thousands) December 31, 2025 December 31, 2024 Current liabilities $ ( 4,373 ) $ ( 3,598 ) Noncurrent liabilities ( 69,298 ) ( 58,502 ) Total liability - postretirement benefits $ ( 73,671 ) $ ( 62,100 ) 74 Net Periodic Postretirement Benefit Cost Fiscal Year (in thousands) 2025 2024 2023 Service cost $ 1,072 $ 1,163 $ 1,085 Interest cost 3,640 3,102 2,761 Recognized net actuarial loss 187 44 — Net periodic postretirement benefit cost $ 4,899 $ 4,309 $ 3,846 Significant Assumptions Fiscal Year 2025 2024 2023 Benefit obligation at the measurement date: Weighted average healthcare cost trend rate - Pre-Medicare 8.07 % 8.45 % 7.88 % Weighted average healthcare cost trend rate - Post-Medicare 9.23 % 9.73 % 8.65 % Benefit obligation discount rate 5.41 % 5.68 % 5.02 % Net periodic postretirement benefit cost discount rate for fiscal year 5.68 % 5.02 % 5.19 % Postretirement benefit expense - Pre-Medicare: Weighted average healthcare cost trend rate 8.45 % 7.88 % 6.58 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2034 2033 2032 Postretirement benefit expense - Post-Medicare: Weighted average healthcare cost trend rate 9.73 % 8.65 % 6.89 % Trend rate graded down to ultimate rate 4.50 % 4.50 % 4.50 % Ultimate rate year 2034 2033 2032 Cash Flows The anticipated future postretirement benefit payments reflecting expected future service as of December 31, 2025 were as follows: (in thousands) Anticipated Future Payment 2026 $ 4,373 2027 5,016 2028 5,612 2029 5,824 2030 6,207 2031 - 2035 31,546 Accumulated Other Comprehensive Income (Loss) A reconciliation of the gross amounts in accumulated other comprehensive income (loss) not yet recognized as components of net periodic benefit cost associated with the plans discussed above is as follows: (in thousands) December 31, 2024 Actuarial Gain (Loss) Reclassification Adjustments December 31, 2025 Bargaining Plan: Actuarial gain $ 5,362 $ 26 $ — $ 5,388 Prior service costs ( 131 ) ( 124 ) 16 ( 239 ) Postretirement Medical: Actuarial loss ( 4,252 ) ( 10,539 ) 187 ( 14,604 ) Total within accumulated other comprehensive income (loss) $ 979 $ ( 10,637 ) $ 203 $ ( 9,455 ) 75 Multiemployer Pension Plans Certain employees of the Company whose employment is covered under collective bargaining agreements participate in a multiemployer pension plan, the Employers-Teamsters Local Union Nos. 175 and 505 Pension Fund (the “Teamsters Plan”). The Company makes monthly contributions to the Teamsters Plan on behalf of such employees. The collective bargaining agreements covering the Teamsters Plan expire at various times through 2027. The Company expects these agreements will be renegotiated. Participating in the Teamsters Plan involves certain risks in addition to the risks associated with single employer pension plans, as contributed assets are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the Teamsters Plan, the unfunded obligations of the Teamsters Plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the Teamsters Plan, the Company could be required to pay the Teamsters Plan a withdrawal liability based on the underfunded status of the Teamsters Plan. The Company does not anticipate withdrawing from the Teamsters Plan. In 2015, the Company increased its contribution rates to the Teamsters Plan, with additional increases occurring annually, as part of a rehabilitation plan, which was incorporated into the renewal of collective bargaining agreements with the unions effective April 28, 2014 and adopted by the Company as a rehabilitation plan effective January 1, 2015. This is a result of the Teamsters Plan being certified by its actuary as being in “critical” status for the plan year beginning January 1, 2013. The Company’s participation in the Teamsters Plan is outlined in the table below. A red zone represents less than 80 % funding and requires a financial improvement plan (“FIP”) or rehabilitation plan (“RP”). Fiscal Year (in thousands) 2025 2024 2023 Pension Protection Act Zone Status Red Red Red FIP or RP pending or implemented Yes Yes Yes Surcharge imposed Yes Yes Yes Contribution $ 1,052 $ 1,032 $ 999 According to the Teamsters Plan’s Form 5500 for both the plan years ended December 31, 2024 and December 31, 2023, the Company was not listed as providing more than 5% of the total contributions. At the date these consolidated financial statements were issued, a Form 5500 was not available for the plan year ended December 31, 2025. The Company has a liability recorded for withdrawing from a multiemployer pension plan in 2008 and is required to make payments of approximately $ 1 million to this multiemployer pension plan each year through 2028. As of December 31, 2025, the Company had $ 2.4 million remaining on this liability. 19. Other Liabilities Other liabilities consisted of the following: (in thousands) December 31, 2025 December 31, 2024 Noncurrent portion of acquisition related contingent consideration $ 642,970 $ 590,209 Accruals for executive benefit plans 176,506 163,444 Noncurrent deferred proceeds from related parties 94,048 97,112 Other 5,231 8,794 Total other liabilities $ 918,755 $ 859,559 In 2017, The Coca‑Cola Company agreed to provide the Company a fee to compensate the Company for the net economic impact of changes made by The Coca‑Cola Company to the authorized pricing on sales of covered beverages produced at certain manufacturing plants owned by the Company (the “Legacy Facilities Credit”), which was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. Also in 2017, upon the conversion of the Company’s then-existing bottling agreements pursuant to the CBA, the Company received a fee from CCR (the “Territory Conversion Fee”), which was recorded as a deferred liability and will be amortized as a reduction to cost of sales over a period of 40 years. Together, the Legacy Facilities Credit and the Territory Conversion Fee are “deferred proceeds from related parties.” 76 20. Debt Following is a summary of the Company’s debt: (in thousands) Maturity Date Interest Rate Interest Paid Public / Nonpublic December 31, 2025 December 31, 2024 Senior bonds (the “2025 Senior Bonds”) (1) 11/25/2025 3.800 % Semi-annually Public $ — $ 350,000 Senior notes (2) 10/10/2026 3.930 % Quarterly Nonpublic 100,000 100,000 Term loan facility (the “ Three -Year Term Loan Facility”) (3) 12/8/2028 Variable Monthly Nonpublic 900,000 — Senior bonds (the “2029 Senior Bonds”) (4) 6/1/2029 5.250 % Semi-annually Public 700,000 700,000 Revolving credit facility (5) 6/10/2029 Variable Varies Nonpublic — — Senior notes 3/21/2030 3.960 % Quarterly Nonpublic 150,000 150,000 Term loan facility (the “ Five -Year Term Loan Facility”) (3) 12/6/2030 Variable Monthly Nonpublic 450,000 — Senior bonds (the “2034 Senior Bonds”) (6) 6/1/2034 5.450 % Semi-annually Public 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. The 2025 Senior Bonds were fully repaid during the fourth quarter of 2025. (2) As of December 31, 2025, the senior notes maturing in 2026 were classified as current portion of debt in the consolidated balance sheets. (3) The Term Loan Facilities (as defined below) were issued in connection with the financing of the Repurchase, as further discussed in Note 2. (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. (6) The 2034 Senior Bonds were issued at 99.893 % of par. The principal maturities of debt outstanding on December 31, 2025 were as follows: (in thousands) Debt Maturities 2026 $ 100,000 2027 — 2028 900,000 2029 700,000 2030 600,000 Thereafter 500,000 Total debt $ 2,800,000 The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis. The Company entered into the Bridge Facility, dated as of November 7, 2025, providing for a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $ 1.20 billion to fund the Repurchase. Also on November 7, 2025, the Company borrowed $ 1.20 billion under the Bridge Facility, the full amount available under the Bridge Facility. On December 8, 2025, the Company entered into a term loan agreement, providing for (i) the Three-Year Term Loan Facility, a senior unsecured term loan facility in the aggregate principal amount of up to $ 900 million, maturing on December 8, 2028 and (ii) the Five-Year Term Loan Facility, a senior unsecured term loan facility in the aggregate principal amount of up to $ 450 million, maturing on December 6, 2030 (collectively, the “Term Loan Facilities”). Also on December 8, 2025, the Company borrowed $ 1.35 billion under the Term Loan Facilities, the full amount available under the Term Loan Facilities. In conjunction with the borrowings under the Term 77 Loan Facilities, the Company modified and extinguished the Bridge Facility discussed above, fully repaying the $ 1.20 billion outstanding under the Bridge Facility through a net cash settlement with the lender. Subsequent to the end of 2025, on February 9, 2026, the Company repaid $ 150 million of the $ 450 million aggregate principal balance outstanding under the Five-Year Term Loan Facility using cash on hand. The indentures under which the 2025 Senior Bonds, the 2029 Senior Bonds and the 2034 Senior Bonds were issued do not include financial covenants, but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts. The agreements under which the Company’s nonpublic debt, including 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. These covenants have not restricted, and are not expected to restrict, the Company’s liquidity or capital resources. All outstanding debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt. 21. Commitments and Contingencies Manufacturing Cooperatives The Company is obligated to purchase at least 80 % of its requirements of plastic bottles for certain designated territories from Southeastern. The Company is also obligated to purchase 16.0 million cases of finished product from SAC on an annual basis through June 2034. The Company purchased 27.3 million cases, 26.5 million cases and 25.3 million cases of finished product from SAC in 2025, 2024 and 2023, respectively. The following table summarizes the Company’s purchases from these manufacturing cooperatives: Fiscal Year (in thousands) 2025 2024 2023 Purchases from Southeastern $ 119,344 $ 142,208 $ 146,898 Purchases from SAC 222,443 213,317 200,239 Total purchases from manufacturing cooperatives $ 341,787 $ 355,525 $ 347,137 The Company guarantees a portion of SAC’s debt, which matures in 2028, based on the ratio of SAC’s total liabilities to SAC’s shareholders’ equity as of December 31 of each year. As of December 31, 2025 and December 31, 2024, the ratio of SAC’s total liabilities to SAC’s shareholders’ equity was such that the Company was not required to guarantee any of SAC’s debt. In the event SAC fails to fulfill its commitments under the related debt, the Company would be responsible for payment to the lenders up to the level of the guarantee. The Company does not anticipate SAC will fail to fulfill its commitments related to the debt. The Company further believes SAC has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust the selling prices of its products to adequately mitigate the risk of material loss relating to the Company’s guarantee. The Company holds no assets as collateral against the SAC guarantee, the fair value of which is immaterial to the consolidated financial statements. The Company monitors its investment in SAC and would be required to write down its investment if an impairment, other than a temporary impairment, was identified. No impairment of the Company’s investment in SAC was identified as of December 31, 2025, and there was no impairment identified in 2025, 2024 or 2023. Other Commitments and Contingencies The Company has standby letters of credit, primarily related to its property and casualty insurance programs. These letters of credit totaled $ 47.5 million on December 31, 2025 and $ 39.0 million on December 31, 2024. The Company participates in long-term marketing contractual arrangements with certain prestige properties, athletic venues and other locations. 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. As of December 31, 2024, the future payments related to these contractual arrangements amounted to $ 135.5 million. The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes the ultimate disposition of 78 these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings. The Company is subject to audits by tax authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the consolidated financial statements. 22. Risks and Uncertainties Approximately 85 % of the Company’s total bottle/can sales volume to retail customers consists of products of The Coca‑Cola Company, which is the sole supplier of these products or of the concentrates or syrups required to manufacture these products. The remaining bottle/can sales volume to retail customers consists of products of other beverage companies. The Company has beverage agreements with The Coca‑Cola Company and other beverage companies under which it has various requirements. Failure to meet the requirements of these beverage agreements could result in the loss of distribution rights for the respective products. The Company faces concentration risks related to a few customers comprising a large portion of the Company’s annual sales volume and net sales. The table below 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, which are included in the Nonalcoholic Beverages segment, that such volume represents. No other customer represented greater than 10% of the Company’s total net sales for any of the years presented. Fiscal Year 2025 2024 2023 Approximate percent of the Company’s total bottle/can sales volume: Walmart Inc. (1) 21 % 21 % 21 % The Kroger Co. (2) 15 % 15 % 14 % Total approximate percent of the Company’s total bottle/can sales volume 36 % 36 % 35 % Approximate percent of the Company’s total net sales: Walmart Inc. (1) 17 % 17 % 17 % The Kroger Co. (2) 12 % 12 % 11 % Total approximate percent of the Company’s total net sales 29 % 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. The Company purchases all of the plastic bottles used in its manufacturing plants from Southeastern and Western Container, two manufacturing cooperatives the Company co-owns with several other Coca‑Cola bottlers, and all of its aluminum cans from two domestic suppliers. See Note 2 and Note 21 for additional information. The Company is exposed to price risk on commodities such as aluminum, corn and PET resin (a petroleum- or plant-based product), which affects the cost of raw materials used in the production of its finished products. The Company both produces and procures these finished products. Examples of the raw materials affected are aluminum cans and plastic bottles used for packaging and high-fructose corn syrup used as a product ingredient. Further, the Company is exposed to commodity price risk on crude oil, which impacts the Company’s cost of fuel used in the movement and delivery of the Company’s products. The Company participates in commodity hedging and risk mitigation programs, including programs administered by CCBSS and programs the Company administers. Certain liabilities of the Company, including retirement benefit obligations and the Company’s pension liability, are subject to risk of changes in both long-term and short-term interest rates. Several of the Company’s debt instruments have variable interest rates, and thus are impacted by fluctuations in interest rates, which could cause changes in the amount of estimated interest payments. The Company’s acquisition related contingent consideration liability related to the distribution territories subject to acquisition related sub-bottling payments is subject to risk as a result of changes in the Company’s probability weighted discounted cash flow model, which is based on internal forecasts, and changes in the Company’s WACC, which is derived from market data. 79 Approximately 15 % of the Company’s workforce is covered by collective bargaining agreements. The Company’s collective bargaining agreements, which generally have three - to five-year terms, expire at various dates through 2029. Terms and conditions of new labor union agreements could increase the Company’s exposure to work interruptions or stoppages. 23. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) (“AOCI(L)”) is composed of adjustments to the Company’s pension and postretirement medical benefit plans and unrealized gains/losses on the Company’s available-for-sale short-term investments. Following is a summary of AOCI(L) for 2025, 2024 and 2023: Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2024 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2025 Net pension activity: Actuarial gain $ 4,418 $ 26 $ ( 5 ) $ — $ — $ 4,439 Prior service costs ( 85 ) ( 124 ) 31 16 ( 5 ) ( 167 ) Net postretirement benefits activity: Actuarial gain (loss) 2,960 ( 10,539 ) 2,594 187 ( 46 ) ( 4,844 ) Prior service costs ( 624 ) — — — — ( 624 ) Unrealized gain on short-term investments 25 20 ( 6 ) ( 53 ) 14 — Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 ) Total AOCI(L) $ 1,885 $ ( 10,617 ) $ 2,614 $ 150 $ ( 37 ) $ ( 6,005 ) Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2023 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2024 Net pension activity: Actuarial gain $ 533 $ 5,144 $ ( 1,259 ) $ — $ — $ 4,418 Prior service costs ( 97 ) — — 16 ( 4 ) ( 85 ) Net postretirement benefits activity: Actuarial gain 721 2,920 ( 715 ) 44 ( 10 ) 2,960 Prior service costs ( 624 ) — — — — ( 624 ) Unrealized gain on short-term investments — 33 ( 8 ) — — 25 Reclassification of stranded tax effects ( 4,809 ) — — — — ( 4,809 ) Total AOCI(L) $ ( 4,276 ) $ 8,097 $ ( 1,982 ) $ 60 $ ( 14 ) $ 1,885 Gains (Losses) During the Period Reclassification to Income (in thousands) December 31, 2022 Pre-tax Activity Tax Effect Pre-tax Activity Tax Effect December 31, 2023 Net pension activity: Actuarial loss $ ( 71,140 ) $ 3,036 $ ( 744 ) $ 1,946 $ ( 476 ) $ ( 67,378 ) Prior service costs ( 105 ) ( 5 ) 1 16 ( 4 ) ( 97 ) Pension plan settlement — — — 112,796 ( 44,885 ) 67,911 Net postretirement benefits activity: Actuarial gain 6,752 ( 7,986 ) 1,955 — — 721 Prior service costs ( 624 ) — — — — ( 624 ) Reclassification of stranded tax effects ( 19,720 ) — — — 14,911 ( 4,809 ) Total AOCI(L) $ ( 84,837 ) $ ( 4,955 ) $ 1,212 $ 114,758 $ ( 30,454 ) $ ( 4,276 ) 80 24. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash were as follows: Fiscal Year (in thousands) 2025 2024 2023 Short-term investments $ ( 5,127 ) $ ( 5,142 ) $ — Accounts receivable, trade ( 18,124 ) ( 11,720 ) ( 23,886 ) Allowance for doubtful accounts ( 3,498 ) ( 1,386 ) ( 59 ) Accounts receivable from The Coca-Cola Company 19,674 ( 37,935 ) ( 16,150 ) Accounts receivable, other ( 14,197 ) 26,889 ( 12,902 ) Inventories ( 6,006 ) ( 8,463 ) 25,613 Prepaid expenses and other current assets ( 12,337 ) ( 7,746 ) 5,682 Accounts payable, trade 35,556 ( 36,496 ) 17,096 Accounts payable to The Coca-Cola Company ( 4,825 ) 47,772 ( 23,284 ) Other accrued liabilities 33,228 8,693 37,017 Accrued compensation ( 13,793 ) 21,760 20,011 Change in current assets less current liabilities $ 10,551 $ ( 3,774 ) $ 29,138 The Company had the following net cash payments during the period for income taxes and interest: Fiscal Year (in thousands) 2025 2024 2023 Income taxes $ 196,579 $ 223,975 $ 200,812 Interest 92,835 56,094 23,960 The Company had the following significant non-cash financing and investing activities: Fiscal Year (in thousands) 2025 2024 2023 Additions to property, plant and equipment accrued and recorded in accounts payable, trade $ 33,237 $ 44,946 $ 59,014 Accrued excise taxes related to share repurchases 27,972 650 — Right-of-use assets obtained in exchange for operating lease obligations 27,001 17,280 10,215 Dividends declared but not yet paid — — 154,666 81 Management’s Report on Internal Control over Financial Reporting Management of Coca-Cola Consolidated, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s chief executive and chief financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company’s internal control over financial reporting as of December 31, 2025 was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, which is included in “Item 8. Financial Statements and Supplementary Data” of this report. February 18, 2026 82 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Coca‑Cola Consolidated, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Coca‑Cola Consolidated, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2025 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 83 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Acquisition Related Contingent Consideration Liability As described in Notes 1, 2, and 16 to the consolidated financial statements, the fair value of the acquisition related contingent consideration liability was $717.9 million as of December 31, 2025, which consists of the estimated amounts due to The Coca‑Cola Company under the Company’s 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, over the useful life of the related distribution rights. The CBA relates to a multi-year series of transactions, which were completed in October 2017, through which the Company acquired and exchanged distribution territories and manufacturing plants. Pursuant to the CBA, the Company is required 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. 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 using a probability weighted discounted cash flow model and discounting future expected acquisition related sub-bottling payments required under the CBA using the Company’s estimated weighted average cost of capital (“WACC”). These future expected acquisition related sub-bottling payments extend through the life of the related distribution assets acquired in each distribution territory, which is generally forty years. As a result, the fair value of the acquisition related contingent consideration liability is impacted by the Company’s WACC, management’s estimate of the acquisition related sub-bottling payments that will be made in the future under the CBA, and current acquisition related sub-bottling payments. The principal considerations for our determination that performing procedures relating to the acquisition related contingent consideration liability is a critical audit matter are (i) the significant judgment by management when estimating the fair value of the acquisition related contingent consideration liability, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the WACC and current and future acquisition related sub-bottling payments under the CBA, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the acquisition related contingent consideration liability. These procedures also included, among others, testing management’s process for determining the fair value of the acquisition related contingent consideration liability; evaluating the appropriateness of the discounted cash flow model; testing the completeness and accuracy of the underlying data used in the model; and evaluating the reasonableness of the significant assumptions related to the WACC and current and future acquisition related sub-bottling payments under the CBA. Evaluating management’s assumptions related to the WACC and current and future acquisition related sub-bottling payments involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the distribution territories acquired from CCR, (ii) relevant industry forecasts and macroeconomic conditions, (iii) management’s historical forecasting accuracy, and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and evaluating the reasonableness of the WACC. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 18, 2026 We have served as the Company’s auditor since at least 1972. We have not been able to determine the specific year we began serving as auditor of the Company. 84 The financial statement schedule required by Regulation S-X is set forth in response to Item 15 below. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025. Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the consolidated financial statements, and its opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 are included in “Item 8. Financial Statements and Supplementary Data” of this report. There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 85 PART III Item 10. Directors, Executive Officers and Corporate Governance. For information with respect to the executive officers of the Company, see “Information About Our Executive Officers” included as a separate item at the end of Part I of this report, which is incorporated herein by reference. For information with respect to the directors of the Company, see “Proposal 1: Election of Directors” in the definitive proxy statement for the Company’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which is incorporated herein by reference. For information with respect to the Company’s insider trading policies and procedures, see the “Corporate Governance – The Board of Directors” section of the 2026 Proxy Statement, which is incorporated herein by reference. For information with respect to the Audit Committee of the Board of Directors, see the “Corporate Governance – Board Committees” section of the 2026 Proxy Statement, which is incorporated herein by reference. For information with respect to compliance with Section 16(a) of the Exchange Act, see the “Delinquent Section 16(a) Reports” section of the 2026 Proxy Statement, which is incorporated herein by reference. The Company has adopted a Code of Ethics for Senior Financial Officers (the “Code of Ethics”), which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act. The Code of Ethics applies to the Company’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics is available on the Company’s website, www.cokeconsolidated.com . The Company will disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Ethics that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC rules and regulations by posting this information on the Company’s website, www.cokeconsolidated.com. The information on the Company’s website or linked to or from the Company’s website is not incorporated by reference into, and does not constitute a part of, this report or any other documents the Company files with, or furnishes to, the SEC. Item 11. Executive Compensation. For information with respect to executive and director compensation, see the “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Consideration of Risk Related to Compensation Programs,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Director Compensation” sections of the 2026 Proxy Statement, which are incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. For information with respect to security ownership of certain beneficial owners and management, see the “Principal Stockholders” and “Security Ownership of Directors, Director Nominees and Executive Officers” sections of the 2026 Proxy Statement, which are incorporated herein by reference. For information with respect to securities authorized for issuance under the Company’s equity compensation plans, see the “Equity Compensation Plan Information” section of the 2026 Proxy Statement, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. For information with respect to certain relationships and related transactions, see the “Corporate Governance – Policy for Review of Related Person Transactions” and “Corporate Governance – Related Person Transactions” sections of the 2026 Proxy Statement, which are incorporated herein by reference. For information with respect to director independence, see the “Corporate Governance – Director Independence” section of the 2026 Proxy Statement, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. For information with respect to principal accountant fees and services, see “Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm” in the 2026 Proxy Statement, which is incorporated herein by reference. 86 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) List of documents filed as part of this report. 1. Financial Statements Consolidated Statements of Operations 41 Consolidated Statements of Comprehensive Income 42 Consolidated Balance Sheets 43 Consolidated Statements of Cash Flows 44 Consolidated Statements of Changes in Stockholders’ Equit y ( De f i c i t) 45 Notes to Consolidated Financial Statements 46 Management’s Report on Internal Control over Financial Reporting 82 Report of Independent Registered Public Accounting Firm 83 2. Financial Statement Schedule The Financial Statement Schedule included under Item 15 hereof, as required for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, consisted of the following: Schedule II - Valuation and Qualifying Accounts and Reserves 93 All other financial statements and financial statement schedules not listed have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required. 3. Listing of Exhibits The agreements included in the following exhibits to this report are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Some of the agreements contain representations and warranties by each of the parties to the applicable agreements. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreements and: • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; • may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; • may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. 87 EXHIBIT INDEX Exhibit No. Description Incorporated by Reference or Filed/Furnished Herewith 3.1 Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 0‑9286). 3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286). 3.3 Certificate of Amendment to Restated Certificate of Incorporation of the Company. Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 0-9286). 3.4 Certificate of Amendment to Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025 (File No. 0-9286). 3.5 Amended and Restated By-laws of the Company. Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 2, 2019 (File No. 0-9286). 4.1 Description of Securities of the Company. Filed herewith. 4.2 Specimen of Common Stock Certificate of the Company. Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 19, 2019 (File No. 0‑9286). 4.3 Certificate Evidencing Right to Exchange Common Stock for Class B Common Stock of the Company. Exhibit 99.3 to the Schedule 13D/A filed on March 19, 2010 (File No. 5-30570). 4.4 Supplemental Indenture, dated as of March 3, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee. Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2002 (File No. 0‑9286). 4.5 Indenture, dated as of December 15, 2020, between the Company and Truist Bank, as successor trustee. Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on December 15, 2020 (File No. 333-251358). 4.6 First Supplemental Indenture, dated as of May 21, 2024, by and among the Company, U.S. Bank Trust Company, National Association, as prior trustee, and Truist Bank, as successor trustee. Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 24, 2024 (File No. 0-9286). 4.7 Second Supplemental Indenture, dated as of May 29, 2024, by and between the Company and Truist Bank, as trustee. Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No. 0-9286). 4.8 Form of 5.250% Senior Notes due 2029 (included in Exhibit 4. 7 above). Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No. 0-9286). 4.9 Form of 5.450% Senior Notes due 2034 (included in Exhibit 4. 7 above). Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 29, 2024 (File No. 0-9286). 10.1 Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, and the other lenders party thereto. Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 10, 2024 (File No. 0-9286). 10.2 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of November 7, 2025, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. Filed herewith. 10.3 Bridge Loan Agreement, dated as of November 7, 2025, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. Filed herewith. 10.4 Term Loan Agreement, dated as of December 8, 2025, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. Filed herewith. 10.5 Note Purchase and Private Shelf Agreement, dated March 6, 2018, by and among the Company, NYL Investors LLC and the other parties thereto. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 14, 2018 (File No. 0‑9286). 88 Exhibit No. Description Incorporated by Reference or Filed/Furnished Herewith 10.6 First Amendment to Note Purchase and Private Shelf Agreement, dated July 20, 2018, by and among the Company, NYL Investors LLC and the other parties thereto. Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 25, 2018 (File No. 0‑9286). 10.7 Second Amendment to Note Purchase and Private Shelf Agreement, dated November 7, 2025, by and among the Company, NYL Investors LLC and the other parties thereto. Filed herewith. 10.8 Note Purchase and Private Shelf Agreement, dated January 23, 2019, by and among the Company, MetLife Investment Advisors, LLC and the other parties thereto. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No. 0‑9286). 10.9 First Amendment to Note Purchase and Private Shelf Agreement, dated November 7, 2025, by and among the Company, MetLife Investment Management, LLC and the other parties thereto. Filed herewith. 10.10 Incidence Agreement, dated February 5, 2019, by and between the Company and The Coca‑Cola Company. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 (File No. 0‑9286). 10.11+ National Product Supply Governance Agreement, dated October 30, 2015, by and among the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Coca‑Cola Refreshments USA, Inc. and Swire Pacific Holdings Inc. d/b/a Swire Coca-Cola USA. Filed herewith. 10.12+ First Amendment to National Product Supply Governance Agreement, dated October 26, 2018, by and among the Company, The Coca‑Cola Company, Coca‑Cola Bottling Company United, Inc., Swire Pacific Holdings Inc. d/b/a Swire Coca‑Cola USA and the other parties thereto. Filed herewith. 10.13+ Limited Liability Company Agreement of CONA Services LLC, dated as of January 27, 2016, by and among the Company, The Coca‑Cola Company, Coca-Cola Refreshments USA, Inc. and the other bottlers named therein. Filed herewith. 10.14+ Amendment No. 1 to Limited Liability Company Agreement of CONA Services LLC, dated as of April 6, 2016 and effective as of April 2, 2016, by and among the Company, The Coca‑Cola Company, Coca‑Cola Refreshments USA, Inc. and the other bottlers named therein. Filed herewith. 10.15+ Amendment No. 2 to Limited Liability Company Agreement of CONA Services LLC, effective as of February 22, 2017, by and among the Company, The Coca‑Cola Company, Coca‑Cola Refreshments USA, Inc. and the other bottlers named therein. Filed herewith. 10.16 Amendment No. 3 to Limited Liability Company Agreement of CONA Services LLC, dated as of August 5, 2020 and effective as of January 1, 2019, by and among the Company, The Coca‑Cola Company and the other bottlers named therein. Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 (File No. 0‑9286). 10.17++ Amendment No. 4 to Limited Liability Company Agreement of CONA Services LLC, effective as of July 2, 2024, by and among the Company, The Coca-Cola Company, North America Operating Unit, CONA Services LLC and the other bottlers named therein. Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024 (File No. 0‑9286). 10.18+ Amended and Restated Master Services Agreement, dated as of October 2, 2017, by and between the Company and CONA Services LLC. Filed herewith. 10.19 Omnibus Letter Agreement, dated March 31, 2017, by and between the Company and Coca‑Cola Refreshments USA, Inc. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2017 (File No. 0‑9286). 10.20 Amended and Restated Ancillary Business Letter, dated March 31, 2017, by and between the Company and The Coca‑Cola Company. Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2017 (File No. 0‑9286). 10.21+ Comprehensive Beverage Agreement, dated March 31, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 0‑9286). 10.22+ Comprehensive Beverage Agreement, dated March 31, 2017, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company (as successor in interest to Piedmont Coca‑Cola Bottling Partnership), and The Coca‑Cola Company. Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 0‑9286). 89 Exhibit No. Description Incorporated by Reference or Filed/Furnished Herewith 10.23+ First Amendment to Comprehensive Beverage Agreement, dated April 28, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. Filed herewith. 10.24+ Amendment to Comprehensive Beverage Agreements, dated October 2, 2017, by and among the Company, CCBCC Operations, LLC, a wholly owned subsidiary of the Company (as successor in interest to Piedmont Coca‑Cola Bottling Partnership), The Coca-Cola Company, Coca-Cola Refreshments USA, Inc. and CCBC of Wilmington, Inc. Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 0‑9286). 10.25+ Third Amendment to Comprehensive Beverage Agreement, dated December 26, 2017, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. Filed herewith. 10.26+ Fourth Amendment to Comprehensive Beverage Agreement, dated April 30, 2018, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. Filed herewith. 10.27+ Fifth Amendment to Comprehensive Beverage Agreement, dated August 20, 2018, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, Inc. Filed herewith. 10.28+ Sixth Amendment to Comprehensive Beverage Agreement, dated September 9, 2019, by and among the Company, The Coca‑Cola Company and Coca‑Cola Refreshments USA, LLC (formerly known as Coca-Cola Refreshments USA, Inc.) Filed herewith. 10.29+ Seventh Amendment to Comprehensive Beverage Agreement, dated October 1, 2024, by and among the Company, The Coca-Cola Company and Coca-Cola Refreshments USA, LLC Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 0‑9286). 10.30 Second Amendment to Comprehensive Beverage Agreement, dated December 31, 2021, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company, and The Coca-Cola Company. Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 0‑9286). 10.31+ Third Amendment to Comprehensive Beverage Agreement, dated October 1, 2024, by and between CCBCC Operations, LLC, a wholly owned subsidiary of the Company, and The Coca-Cola Company. Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 0‑9286). 10.32+ Regional Manufacturing Agreement, dated March 31, 2017, by and between the Company and The Coca‑Cola Company. Filed herewith. 10.33 First Amendment to Regional Manufacturing Agreement, dated April 28, 2017, by and between the Company and The Coca‑Cola Company. Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017 (File No. 0‑9286). 10.34 Second Amendment to Regional Manufacturing Agreement, dated October 2, 2017, by and between the Company and The Coca‑Cola Company. Exhibit 10.73 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 0‑9286). 10.35 Lease Agreement, dated December 30, 2019, by and between the Company and Beacon Investment Corporation. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2020 (File No. 0‑9286). 10.36++ Amended and Restated Limited Liability Company Operating Agreement of Coca‑Cola Bottlers’ Sales & Services Company LLC, made as of November 18, 2019, by and between Coca‑Cola Bottlers’ Sales & Services Company LLC and Consolidated Beverage Co., a wholly owned subsidiary of the Company. Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 (File No. 0‑9286). 10.37 Stockholder Conversion Agreement, dated as of March 17, 2022, by and among the Company, the JFH Family Limited Partnership—SW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited Partnership—DH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison. Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 23, 2022 (File No. 0-9286). 10.38 Letter Agreement re Stockholder Conversion Agreement, dated as of August 8, 2025, by and among the Company, the JFH Family Limited Partnership—SW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited Partnership—DH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison. Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2025 (File No. 0‑9286). 10.39 Purchase Agreement, dated as of November 7, 2025, by and among the Company, Carolina Coca-Cola Bottling Investments, Inc., The Coca‑Cola Company and J. Frank Harrison, III. Filed herewith. 90 Exhibit No. Description Incorporated by Reference or Filed/Furnished Herewith 10.40* Coca-Cola Consolidated, Inc. Annual Bonus Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.41* Coca-Cola Consolidated, Inc. Long-Term Performance Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.42* Coca-Cola Consolidated, Inc. Supplemental Savings Incentive Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.43* Coca‑Cola Consolidated, Inc. (formerly Coca‑Cola Bottling Co. Consolidated) Director Deferral Plan, amended and restated effective as of January 1, 2014. Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 0‑9286). 10.44* Amendment No. 1, dated December 10, 2013, to Coca‑Cola Consolidated, Inc. (formerly Coca‑Cola Bottling Co. Consolidated) Director Deferral Plan, amended and restated effective as of January 1, 2014. Exhibit 10.58 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018 (File No. 0‑9286). 10.45* Coca-Cola Consolidated, Inc. Officer Retention Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.46* Coca-Cola Consolidated, Inc. Long-Term Retention Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.47* Coca-Cola Consolidated, Inc. Long-Term Performance Equity Plan, amended and restated effective as of July 30, 2024. Filed herewith. 10.48* Omnibus Amendment to Coca‑Cola Consolidated, Inc. Nonqualified Employee Benefit Plans, dated as of September 6, 2019. Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019 (File No. 0‑9286). 10.49* Omnibus Amendment to Coca‑Cola Consolidated, Inc. and CCBCC Operations, LLC Qualified Employee Benefit Plans, dated as of September 6, 2019. Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2019 (File No. 0‑9286). 10.50* Form of Amended and Restated Split-Dollar and Deferred Compensation Replacement Benefit Agreement, effective as of November 1, 2005, by and between the Company and eligible employees of the Company. Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2006 (File No. 0‑9286). 10.51* Consulting Agreement, dated as of March 3, 2020, by and between the Company and Umesh M. Kasbekar. Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2020 (File No. 0‑9286). 10.52* First Amendment to Consulting Agreement, dated as of June 10, 2022, by and between the Company and Umesh M. Kasbekar. Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022 (File No. 0‑9286). 10.53 Consulting Agreement, dated as of February 19, 2025, by and between the Company and F. Scott Anthony. Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on February 20, 2025 (File No. 0-9286). 19 Coca-Cola Consolidated, Inc. Insider Trading Policy. Exhibit 99 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 (File No. 0-9286). 21 List of Subsidiaries of the Company. Filed herewith. 23 Consent of Independent Registered Public Accounting Firm. Filed herewith. 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. 97* Coca-Cola Consolidated, Inc. Incentive-Based Compensation Recovery Policy. Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 (File No. 0-9286). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith. 101.SCH Inline XBRL Taxonomy Extension Schema Document. Filed herewith. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith. 91 Exhibit No. Description Incorporated by Reference or Filed/Furnished Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Filed herewith. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith. 104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith. + Certain portions of this exhibit that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S‑K. ++ Certain schedules or similar supporting attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K, and the Company agrees to furnish, on a supplemental basis, a copy of any omitted schedule or similar supporting attachment to the SEC upon request. * Indicates a management contract or compensatory plan or arrangement. (b) Exhibits. See Item 15(a)(3) above. (c) Financial Statement Schedules. See Item 15(a)(2) above. Item 16. Form 10-K Summary. None. 92 Schedule II COCA-COLA CONSOLIDATED, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Allowance for Doubtful Accounts Fiscal Year (in thousands) 2025 2024 2023 Beginning balance - allowance for doubtful accounts $ 14,674 $ 16,060 $ 16,119 Additions charged to expenses and as a reduction to net sales 4,015 3,730 4,139 Deductions ( 7,513 ) ( 5,116 ) ( 4,198 ) Ending balance - allowance for doubtful accounts $ 11,176 $ 14,674 $ 16,060 Deferred Income Tax Valuation Allowance Fiscal Year (in thousands) 2025 2024 2023 Beginning balance - valuation allowance for deferred tax assets $ 5,535 $ 4,130 $ 3,428 Additions charged to costs and expenses 180 1,405 702 Deductions credited to expense — — — Ending balance - valuation allowance for deferred tax assets $ 5,715 $ 5,535 $ 4,130 93 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COCA-COLA CONSOLIDATED, INC. (REGISTRANT) Date: February 18, 2026 By: /s/ J. Frank Harrison, III J. Frank Harrison, III Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ J. Frank Harrison, III Chairman of the Board of Directors and February 18, 2026 J. Frank Harrison, III Chief Executive Officer (Principal Executive Officer) By: /s/ Matthew J. Blickley Chief Financial Officer and Chief Accounting Officer February 18, 2026 Matthew J. Blickley (Principal Financial Officer and Principal Accounting Officer) By: /s/ Sharon A. Decker Director February 18, 2026 Sharon A. Decker By: /s/ Morgan H. Everett Vice Chair of the Board of Directors February 18, 2026 Morgan H. Everett By: /s/ James R. Helvey, III Director February 18, 2026 James R. Helvey, III By: /s/ Jason D. Hickey Director February 18, 2026 Jason D. Hickey By: /s/ William H. Jones Director February 18, 2026 William H. Jones By: /s/ Umesh M. Kasbekar Non-Executive Vice Chairman of the Board of Directors February 18, 2026 Umesh M. Kasbekar By: /s/ David M. Katz Director February 18, 2026 David M. Katz By: /s/ James H. Morgan Director February 18, 2026 James H. Morgan By: /s/ Dennis A. Wicker Lead Independent Director February 18, 2026 Dennis A. Wicker By: /s/ Richard T. Williams Director February 18, 2026 Richard T. Williams 94