DEF 14A of Coca-Cola Consolidated, Inc., Mar 23, 2026

DEF 14A of Coca-Cola Consolidated, Inc.

Filed Mar 23, 20260001628280-26-020505

Open on EDGAR

  1. Election of Directors

    Election of Directors The Board of Directors currently consists of 11 members and has no vacancies. Umesh M. Kasbekar has not been nominated for reelection as a director at the Annual Meeting; therefore, his term will expire at the Annual Meeting. The Company and Mr. Kasbekar intend for Mr. Kasbekar to become an employee of the Company following the expiration of his service on the Board. On the recommendation of the Executive Committee, the Board has nominated the 11 persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. With the exception of Ellison C. Glenn whose Board service would commence upon his election at the Annual Meeting, all of the nominees are currently serving as directors and were elected to the Board at the 2025 Annual Meeting of Stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. The Board of Directors unanimously recommends that you vote “FOR” the election of each of the 11 nominees listed below. Unless otherwise specified, proxies will be voted “FOR” the election of each of the 11 nominees listed below.

  2. Director Nominees

    Director Nominees Listed below are the 11 persons nominated for election to the Board of Directors. The following paragraphs include information about each director nominee’s business background, as furnished to the Company by the nominee, and additional experience, qualifications, attributes or skills that led the Board of Directors to conclude that the nominee should serve on the Board.

  3. Director Nominees

    | Name | Age | Principal Occupation | Director Since | | J. Frank Harrison, III | 71 | Chairman of the Board and Chief Executive Officer of Coca-Cola Consolidated | 1986 | | Sharon A. Decker | 69 | President, Tryon Equestrian Partners, Carolinas Operations | 2001 | | Morgan H. Everett | 44 | Vice Chair of the Board of Coca-Cola Consolidated | 2011 | | Ellison C. Glenn | 35 | Chief Sales and Service Officer of Coca-Cola Consolidated | — | | James R. Helvey, III | 67 | Managing Partner, Cassia Capital Partners, LLC | 2016 | | Jason D. (J.D.) Hickey | 54 | President and Chief Executive Officer, BlueCross BlueShield of Tennessee, Inc. | 2024 | | William H. Jones | 70 | President, Columbia International University | 2011 | | David M. Katz | 57 | President and Chief Operating Officer of Coca-Cola Consolidated | 2018 | | James H. Morgan | 78 | Chairman, President & CEO, Krispy Kreme Doughnuts, Inc. (Retired) | 2008 | | Dennis A. Wicker | 73 | Of Counsel, Wicker Law Firm, PLLC | 2001 | | Richard T. Williams | 72 | Vice President of Corporate Community Affairs, Duke Energy Corporation (Retired) | 2017 |

  4. Director Compensation

    Director Compensation The table below sets forth the compensation paid to each non-employee director who served on the Board of Directors in fiscal 2025. Directors who are also employees of Coca‑Cola Consolidated (in fiscal 2025, Messrs. J. Frank Harrison, III and David M. Katz and Ms. Morgan H. Everett) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board.

  5. 2025 Director Compensation Table

    2025 Director Compensation Table

  6. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | All Other Compensation ($) | Total ($) | | Elaine Bowers Coventry(2) | 220,000 | — | 220,000 | | Sharon A. Decker | 229,600 | — | 229,600 | | James R. Helvey, III | 226,400 | — | 226,400 | | Jason D. (J.D.) Hickey | 221,600 | — | 221,600 | | William H. Jones | 226,400 | — | 226,400 | | Umesh M. Kasbekar(3) | 220,000 | 400,000 | 620,000 | | James H. Morgan | 256,200 | — | 256,200 | | Dennis A. Wicker | 273,700 | — | 273,700 | | Richard T. Williams | 223,200 | — | 223,200 |

  7. 2025 Director Compensation Table

    __________ (1)The amounts shown in this column represent the aggregate amounts of all fees earned or paid in cash for services as a director in fiscal 2025. (2)Ms. Coventry resigned from the Board of Directors, effective November 7, 2025. (3)Mr. Kasbekar also served as a consultant to the Company during fiscal 2025. The amount shown in the “All Other Compensation” column represents the fees Mr. Kasbekar earned for the advisory and consulting services he provided to the Company in fiscal 2025. The elements of compensation for the Company’s non-employee directors are as follows:

  8. 2025 Director Compensation Table

    | Base Annual Retainer for Non-Employee Directors | $220,000 | | Supplemental Annual Retainer for Chairman of the Audit Committee | 25,000 | | Supplemental Annual Retainer for Chairman of the Compensation Committee | 17,500 | | Supplemental Annual Retainer for Lead Independent Director | 25,000 | | Fee for Each Audit, Compensation and Executive Committee Meeting Attended | 1,600 |

  9. 2025 Director Compensation Table

    The Compensation Committee reviews and approves the compensation of the members of the Board. In approving annual director compensation, the Compensation Committee considers recommendations of management and approves the recommendations with such modifications as the committee deems appropriate. Under the Company’s Director Deferral Plan, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. Deferred fees are deemed to be invested in mutual funds selected by the directors from a predetermined list of funds. For fees deferred after 2013, a director may elect to receive a lump sum payment or installment payments as of a designated date or after the director retires or resigns, provided that if the director attains age 79, the lump sum payment or installment payments will be paid when the director attains age 79. The amount of each installment payment is based on the return on the selected investment fund(s) during the installment payment period. Fees deferred prior to 2014 are paid in a lump sum payment if the director’s service on the Board terminates prior to age 65. If the director’s service on the Board terminates at or after age 65, the director may elect to receive a lump sum payment or installment payments of fees deferred prior to 2014, with the amount of each installment payment based on an assumed return of 8% during the installment payment period.

  10. Executive Summary

    Executive Summary The goals for the Company’s executive compensation program are to provide compensation that is: •competitive to attract and retain appropriate executive talent; •affordable and appropriately aligned with stockholder interests; •fair, equitable and consistent as to each component of compensation; •designed to motivate the executive officers to achieve the Company’s annual and long-term strategic and financial goals and to reward performance based on the attainment of those goals; •designed to appropriately balance risk and reward in the context of the Company’s business environment and long-range business plans; •designed to consider individual value and contribution to the Company’s success; •reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives; •sensitive to, but not exclusively reliant upon, market benchmarks; and •responsive to the Company’s succession planning objectives. The Compensation Committee of the Board (referred to as the “Committee” in this section and the “Executive Compensation Tables” section) seeks to accomplish these goals in a way that is consistent with the purpose and core values of the Company and the long-term interests of the Company and its stockholders and employees. In making decisions about executive compensation, the Committee relies primarily on its general experience and subjective considerations of various factors, including the Company’s strategic business goals, compensation survey data and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to the Company’s corporate performance, job tenure and future potential. The Committee does not set specific targets or benchmarks for overall compensation or for allocations between different elements and types of compensation. However, the Committee does assess whether the compensation for each of the executive officers is within a reasonably competitive range between the 50th and 75th percentiles of companies of similar size and whether any variation above or below the range is appropriate. The Committee oversees the compensation program for the Company’s executive officers with the assistance of senior management. The Committee reviews, approves and determines all elements of compensation for each executive officer. The following table lists the key elements of the Company’s executive compensation program:

  11. Role of Compensation Consultants and Market Analysis

    Role of Compensation Consultants and Market Analysis Management retained Korn Ferry to assist with an overall review of the executive compensation program and to provide general advice and counsel regarding various executive and director compensation matters. During the first quarter of fiscal 2025, Korn Ferry completed a comparative study of the Company’s executive compensation program relative to peer companies and survey data, which was considered by the Committee in connection with its decisions regarding compensation for fiscal 2025 (the “2025 Executive Compensation Review”). In fiscal 2025, a Korn Ferry representative attended the Committee’s meetings and also met in executive session with the Committee. The 13 peer group companies used for the 2025 Executive Compensation Review were all publicly traded companies similar in size to the Company and in the food and beverage industry. The peer group consisted of the following companies:

  12. Role of Compensation Consultants and Market Analysis

    | Company Name | Net Reported Revenues(1) ($ in billions) | | Brown-Forman Corporation | $3.975 | | Campbell Soup Company | 10.253 | | Constellation Brands, Inc. | 10.209 | | Flowers Foods, Inc. | 5.103 | | Keurig Dr Pepper Inc. | 15.351 | | The Marzetti Company (f/k/a Lancaster Colony Corporation)(2) | 1.909 | | McCormick & Company, Incorporated | 6.724 | | Molson Coors Beverage Company | 11.627 | | Monster Beverage Corporation | 7.493 | | Post Holdings, Inc. | 8.158 | | The Hain Celestial Group, Inc. | 1.560 | | The Hershey Company | 11.202 | | TreeHouse Foods, Inc. | 3.354 | | Coca-Cola Consolidated, Inc. | $6.900 | | Median | 7.493 | | Average | 7.455 |

  13. Role of Compensation Consultants and Market Analysis

    __________ (1)Net Reported Revenues reflect the amounts reported in the peer company’s most recently filed Form 10-K as of January 30, 2026. (2)Lancaster Colony Corporation rebranded itself as The Marzetti Company, effective July 1, 2025. Management and the Committee used the Korn Ferry study and other publicly available compensation surveys and data as a point of reference to assess whether the compensation for each of the executive officers was within a reasonably competitive range between the 50th and 75th percentiles of companies of similar size and whether any variation above or below the range was appropriate.

  14. Base Salaries

    __________ (1) In connection with his appointment and promotion to Executive Vice President, Chief Financial Officer and Chief Accounting Officer, effective April 1, 2025, the Committee determined Mr. Blickley’s salary in consultation with Korn Ferry, after benchmarking the compensation paid for similar roles with similar experience at peer companies. (2)Mr. Anthony was awarded a target merit increase prior to his retirement, and the prorated portion of his adjusted base salary actually received is reflected in the “Salary” column of the 2025 Summary Compensation Table on page 44. The base salary adjustments were in line with a 3.0% target merit salary increase for Messrs. Harrison, Katz, Chambless and Anthony. The Committee awarded an above target merit increase to Mr. Fisher to recognize the increased level of experience in his role and to improve market competitiveness to help with retention.

  15. Annual Bonus Plan

    Annual Bonus Plan All of the named executive officers participate in the Company’s Annual Bonus Plan. The Company’s Annual Bonus Plan provides each executive officer the opportunity to receive an annual cash award based on the achievement of corporate performance goals and individual performance. The formula for computing annual bonus payouts is as follows:

  16. Annual Bonus Plan

    | Base Salaryx | Target Bonus Percentage (% of Base Salary)x | Overall Goal Achievement Factor (%)x | Individual Performance Factor | = | Bonus Award Earned |

  17. Target Bonus Percentage

    Target Bonus Percentage In the first quarter of each fiscal year, the Committee approves a target bonus percentage for each executive officer, expressed as a percentage of base salary. Target bonus percentages are determined based on the position and level of responsibility of each executive officer, historical grant practices of the Company and market benchmark data provided by Korn Ferry. The target bonus percentages for the named executive officers for fiscal 2025 were as follows:

  18. Target Bonus Percentage

    | Name | 2025 Target Bonus Percentage (% of Base Salary) | | Mr. Harrison | 100% | | Mr. Blickley | 75% | | Mr. Katz | 100% | | Mr. Chambless | 75% | | Mr. Fisher | 75% | | Mr. Anthony | 75% |

  19. Target Bonus Percentage

    The target bonus percentages as a percentage of base salary remained unchanged from fiscal 2024 for each named executive officer who served as a named executive officer in fiscal 2024.

  20. Overall Goal Achievement Factor

    | | | Performance Goals | | | | Performance Measure | Weight | Threshold | Target | Maximum | | EBIT | 40% | $842.0 million | $922.0 million | $962.0 million | | Free Cash Flow | 40% | $385.0 million | $425.0 million | $465.0 million | | Revenue | 20% | $6.602 billion | $6.782 billion | $6.842 billion |

  21. Overall Goal Achievement Factor

    The Committee selected EBIT, Free Cash Flow and Revenue (each, as defined below) as the performance measures for fiscal 2025 because the Committee believes the Revenue performance measure, together with the profitability performance measures, encourage senior management to grow top-line revenue with a strong emphasis on profitability and generation of free cash flow. While both EBIT and Free Cash Flow measure profitability, EBIT measures the current year’s operating profitability, taking into account all cash and non-cash expenses other than interest and taxes. Free Cash Flow, on the other hand, measures the Company’s ability to generate sufficient profit to fund spending on equipment and assets as well as changes in working capital which will support the generation of profit in future years. The Committee chose to use both profitability measures to provide a balanced assessment of the Company’s current profitability and its ability to sustain profitability over the longer term. There were no changes from fiscal 2024 to fiscal 2025 in the relative weights assigned to the performance measures. The performance measures are defined as follows: •“EBIT”(1) is the acronym for Earnings Before Interest and Taxes and means income from operations determined on a consolidated basis in accordance with U.S. generally accepted accounting principles (“GAAP”), as adjusted; •“Free Cash Flow”(1) means the change in long-term debt and obligations under financing leases (both current and noncurrent), net of cash and cash equivalents; and •“Revenue”(1) means net sales revenue determined on a consolidated basis in accordance with GAAP, as adjusted. (1)“EBIT,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the Annual Bonus Plan for fiscal 2025 (the “2025 Annual Bonus Plan”). Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. The Committee also approved the threshold, target and maximum performance goals for each performance measure under the 2025 Annual Bonus Plan. If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals. The following table summarizes the payout range for each performance goal:

  22. Overall Goal Achievement Factor

    | Performance Goal Achievement | Payout Percentage | | Less than threshold | 0% | | Threshold to target | 50% - 99% | | Target to maximum | 100% - 149% | | Maximum and greater | 150% |

  23. Overall Goal Achievement Factor

    | Performance Measure | Weight | Target Performance Goal | Adjusted Goal Achievement(1) | Payout Percentage | Weighted Payout Percentage | | EBIT | 40% | $922.0 million | $944.3 million | 127.9% | 51.2% | | Free Cash Flow | 40% | $425.0 million | $469.9 million | 150.0% | 60.0% | | Revenue | 20% | $6.782 billion | $6.817 billion | 129.2% | 25.8% | | Overall Goal Achievement Factor | | | | | 137.0% |

  24. Annual Bonus Calculation

    Annual Bonus Calculation Based on the Committee’s determinations as described above, the bonus amounts paid to the named executive officers for fiscal 2025 were calculated as follows:

  25. Annual Bonus Calculation

    | Name | Base Salaryx | Target Bonus Percentage (% of Base Salary)x | Overall Goal Achievement Factorx | Individual Performance Factor | = | Bonus Award Earned | | Mr. Harrison | $1,415,885x | 100%x | 137.0%x | 1.24 | = | $2,405,305 | | Mr. Blickley | $500,000x | 75%x | 137.0%x | 1.24 | = | $637,050 | | Mr. Katz | $1,070,013x | 100%x | 137.0%x | 1.24 | = | $1,817,738 | | Mr. Chambless | $764,886x | 75%x | 137.0%x | 1.24 | = | $974,541 | | Mr. Fisher | $698,645x | 75%x | 137.0%x | 1.24 | = | $890,144 | | Mr. Anthony(1) | $638,888x | 75%x | 137.0%x | 1.24 | = | $200,714 |

  26. Annual Bonus Calculation

    __________ (1)Mr. Anthony was granted a prorated bonus award based on the months completed in the fiscal year until his retirement, effective March 31, 2025.

  27. Long-Term Performance Plan

    Long-Term Performance Plan The Long-Term Performance Plan delivers a targeted percentage of base salary to each participant based on the achievement of long-term strategic and financial goals of the Company. The Long-Term Performance Plan is offered to the executive officers and other key employees. A three-year performance cycle is generally established each fiscal year for determining compensation under the Long-Term Performance Plan. The Committee approved the Long-Term Performance Plan to promote retention of executive officers and other key employees, to increase the proportion of their total performance-based compensation and to provide an incentive to achieve the Company’s long-term strategic and financial goals. The general formula for computing awards under the Long-Term Performance Plan is as follows:

  28. Long-Term Performance Plan

    | Target Awardx | Long-Term Performance Factor (%) | = | Award Earned |

  29. 2025 Long-Term Performance Plan

    2025 Long-Term Performance Plan In the first quarter of fiscal 2025, the Committee established the Long-Term Performance Plan for the fiscal 2025 - fiscal 2027 three-year performance period (the “2025 Long-Term Performance Plan”). The Committee approved target awards under the 2025 Long-Term Performance Plan based on its consideration of the base salary, position and level of responsibility of each executive officer, succession planning considerations, historical grant practices of the Company and market benchmark data provided by Korn Ferry. Payouts with respect to the target awards will be made in early fiscal 2028 depending on the Company’s achievement of specified corporate performance goals during the three-year performance period. The following table reflects the target awards granted to the following participating named executive officers under the 2025 Long-Term Performance Plan:

  30. 2025 Long-Term Performance Plan

    | | 2025 Long-Term Performance Plan Target Awards | | | Name | % of Base Salary | Amount | | Mr. Blickley | 75% | $375,000 | | Mr. Katz | 200% | $2,140,026 | | Mr. Chambless | 75% | $573,664 | | Mr. Fisher | 75% | $523,984 |

  31. 2025 Long-Term Performance Plan

    Consistent with the terms of the Company’s Long-Term Performance Plan, Mr. Anthony was not eligible to participate in the 2025 Long-Term Performance Plan due to his March 31, 2025 retirement. Target award percentages for the named executive officers remained unchanged from fiscal 2024 as a percent of base salary for each named executive officer who received an award in fiscal 2024 (other than Mr. Katz). The target bonus percentage for Mr. Katz increased to 200% (from 150%) of his base salary to recognize the Committee’s ongoing confidence in his leadership, to ensure his compensation is competitive with the market and serves as an important retention incentive and to further incentivize him to help the Company to achieve its long-term objectives. The long-term performance factor is calculated based on the Company’s achievement of corporate performance goals during the three-year performance period. The following table summarizes the corporate performance measures and weights approved by the Committee for the 2025 Long-Term Performance Plan:

  32. 2025 Long-Term Performance Plan

    | Performance Measure | Weight | | Free Cash Flow | 30% | | EBIT | 50% | | EBIT Margin | 20% |

  33. 2025 Long-Term Performance Plan

    The 2025 Long-Term Performance Plan includes three-year aggregate Free Cash Flow, three-year aggregate EBIT and three-year average EBIT Margin (each, as defined below) weighted 30%, 50% and 20%, respectively, as performance measures. There were no changes to the performance measures and relative weights in the 2025 Long-Term Performance Plan from the Long-Term Performance Plan for the fiscal 2024 - fiscal 2026 three-year performance period. The Committee included Free Cash Flow as a performance measure to encourage senior management to focus on the Company’s operating efficiency, cash generation and working capital management. The Committee believes the EBIT and EBIT Margin performance measures focus senior management on enhancing the efficiency and quality of earnings along with the profitability from operations. The Committee believes the achievement of goals with respect to all of these measures is consistent with the long-term interests of the Company’s stockholders. The three-year performance measures are determined based on the three calendar years in the performance period and are defined as follows: •“Free Cash Flow”(1) has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 34; •“EBIT”(1) has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 34; and •“EBIT Margin”(1) means the percentage determined by dividing EBIT by Revenue (each measure as defined in the above description of the Annual Bonus Plan beginning on page 34). (1)“Free Cash Flow,” “EBIT” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2025 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. The Committee approved the threshold, target and maximum performance goals for each performance measure under the 2025 Long-Term Performance Plan. The target performance goals are set at a level believed by management to be reasonably achievable. The economic and business environment facing the Company remains challenging and therefore the Company’s ability to achieve the target goals under the 2025 Long-Term Performance Plan is uncertain. If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals. The following table summarizes the payout range for each performance goal:

  34. 2025 Long-Term Performance Plan

    | Performance Goal Achievement | Payout Percentage | | Less than threshold | 0% | | Threshold to target | 50% - 99% | | Target to maximum | 100% - 199% | | Maximum and greater | 200% |

  35. 2025 Long-Term Performance Plan

    The maximum payout percentage of 200% in the 2025 Long-Term Performance Plan represented an increase to the maximum payout percentage of 150% used in prior Long-Term Performance Plans. The Committee approved the higher maximum payout percentage to help ensure the incentives remain competitive with the market to enhance retention and further incent executive officers and other key employees to achieve the Company’s long-term strategic and financial goals. In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee may make adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure reflects the Company’s normalized operating performance in the ordinary course of business. In general, these potential adjustments relate to unplanned or unanticipated events and nonrecurring items. Examples of such adjustments would be mark-to-market adjustments required on the Company’s hedges for certain commodities such as fuel and aluminum, significant unplanned strategic investments and financing impacts related to changes in capital structure from share repurchases, dividend payments and debt issuances. Awards, if any, under the 2025 Long-Term Performance Plan will be paid in early fiscal 2028 based on the Company’s audited consolidated financial results for fiscal 2025 through fiscal 2027 and any adjustments made by the Committee. Consistent with the Company’s historical practice of compensating executive officers (other than the CEO) in cash, the awards will be paid in cash instead of equity due to the limited number of shares of Coca‑Cola Consolidated stock held by stockholders who are not affiliates of the Company and the limited trading volume of Common Stock.

  36. 2023 Long-Term Performance Plan

    2023 Long-Term Performance Plan In the first quarter of fiscal 2023, the Committee established the Long-Term Performance Plan for the fiscal 2023 - fiscal 2025 three-year performance period (the “2023 Long-Term Performance Plan”). Awards under the 2023 Long-Term Performance Plan were paid in early fiscal 2026 based on the Company’s audited consolidated financial results for fiscal 2023 through fiscal 2025 and the adjustments made by the Committee described below. The awards were calculated as follows:

  37. 2023 Long-Term Performance Plan

    | Name | 2023 Long-Term Performance Plan Target Awardsx | Long-Term Performance Factor | = | Award Earned | | Mr. Blickley | $168,432x | 150.0% | = | $252,649 | | Mr. Katz | $1,470,068x | 150.0% | = | $2,205,102 | | Mr. Chambless | $540,734x | 150.0% | = | $811,101 | | Mr. Fisher | $489,156x | 150.0% | = | $733,734 | | Mr. Anthony(1) | $338,745x | 150.0% | = | $508,117 |

  38. 2023 Long-Term Performance Plan

    (1)Mr. Anthony earned a prorated 2023 Long-Term Performance Plan award based on the months completed in the three-year performance period prior to his retirement, effective March 31, 2025. The following table reflects the calculation of the long-term performance factor under the 2023 Long-Term Performance Plan:

  39. 2023 Long-Term Performance Plan

    | Performance Measure(1) | Weight | Target Performance Goal | | Adjusted Goal Achievement(2) | Payout Percentage | Weighted Payout Percentage | | EBIT | 50% | $2,134.1 million | | $2,727.8 million | 150.0% | 75.0% | | Free Cash Flow | 30% | | 990.0 million | $1,499.6 million | 150.0% | 45.0% | | EBIT Margin | 20% | 10.20% | | 13.11% | 150.0% | 30.0% | | Long-Term Performance Factor | | | | | | 150.0% |

  40. 2023 Long-Term Performance Plan

    __________ (1)“EBIT,” “Free Cash Flow” and “EBIT Margin” are defined as described in the “2023 Long-Term Performance Plan” section beginning on page 35 of our definitive proxy statement filed with the SEC in connection with our 2024 Annual Meeting of Stockholders. The EBIT performance measure is a cumulative total over the three-year performance period, the Free Cash Flow performance measure is the total change over the three-year performance period and the EBIT Margin performance measure is based on a three-year average. (2) “EBIT,” “Free Cash Flow” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2023 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee made adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure over the three-year performance period reflected the Company’s normalized operating performance in the ordinary course of business. See Appendix A for detail on the adjustments made.

  41. Long-Term Performance Equity Plan

    Long-Term Performance Equity Plan Mr. Harrison, our CEO, participates in the Long-Term Performance Equity Plan. The Long-Term Performance Equity Plan permits the Committee to design and award incentive compensation to Mr. Harrison based on the Company’s achievement of performance goals that are reflective of the Company’s long-term strategic and financial goals. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment of performance measures specified by the Committee during a performance period. Mr. Harrison may elect to have awards earned under the Long-Term Performance Equity Plan settled in cash, shares of Class B Common Stock or a combination of cash and shares of Class B Common Stock. In February 2025, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan with a target value of $7,400,000 for the fiscal 2025 - fiscal 2027 three-year performance period (the “2025 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2025 Long-Term Performance Equity Plan are identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2025 Long-Term Performance Plan described above. The amount of the incentive award earned will be determined by the Committee and paid to Mr. Harrison in early fiscal 2028 based on the Company’s audited consolidated financial results for fiscal 2025 through fiscal 2027 and any adjustments made by the Committee. In the first quarter of fiscal 2023, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan for the fiscal 2023 - fiscal 2025 three-year performance period (the “2023 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2023 Long-Term Performance Equity Plan were identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2023 Long-Term Performance Plan described above. The amount of the incentive award earned by Mr. Harrison under the 2023 Long-Term Performance Equity Plan was calculated as shown in the table below. Mr. Harrison elected to receive the incentive award in cash.

  42. Long-Term Performance Equity Plan

    | Name | 2023 Long-Term Performance Equity Plan Awardx | Long-Term Performance Factor | = | Bonus Award Earned | | Mr. Harrison | $7,000,000x | 150.0% | = | $10,500,000 |

  43. Officer Retention and Long-Term Retention Plans

    Officer Retention and Long-Term Retention Plans Historically, the Committee has emphasized retention as a key objective of the Company’s executive compensation program. The Company maintains two supplemental retirement plans—the Officer Retention Plan (the “ORP”) and the Long-Term Retention Plan (the “LTRP”)—for the purpose of attracting and retaining executive talent until retirement and promoting a long-term perspective. These plans are also provided in light of the Company’s historical practice of not using equity as a significant component of executive total compensation (except for the CEO). The material terms of the ORP and the LTRP are described beginning on pages 48 and 51, respectively. Mr. Harrison ceased accruing supplemental retirement benefits under the ORP when he attained age 60. For participants who continue employment past age 60, the ORP does not provide for any interest or actuarial increase of the participant’s fully accrued retirement benefit during the period they continue employment past age 60.

  44. Supplemental Savings Incentive Plan

    Supplemental Savings Incentive Plan The Supplemental Savings Incentive Plan (the “SSIP”) allows the executive officers to defer a portion of their annual salary and awards under the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan. The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts. In order to incentivize his continued service through retirement on March 31, 2025, the Committee approved a discretionary contribution to the SSIP account of Mr. Anthony of $62,500 for his service in the first quarter of fiscal 2025. Prior to 2006, participants could elect to receive a fixed annual return of up to 13% on their account balances. This election provided participants with an above-market rate of return and resulted in a long-term fixed liability for the Company that was not contingent on its corporate performance. For these reasons, the Committee eliminated the option to receive a fixed rate of return for all deferrals and Company contributions made on or after January 1, 2006. The fixed rate of return option was not eliminated for deferrals and Company contributions made before January 1, 2006. The material terms of the SSIP are described beginning on page 49.

  45. Severance, Change in Control, and Other Post-Termination Arrangements

    Severance, Change in Control, and Other Post-Termination Arrangements The Company’s executive officers, including the named executive officers, do not have employment agreements, but they are entitled to certain payments under the various plans described in this section in connection with a termination of employment or a change in control of the Company. With respect to termination of employment, each executive officer is entitled to certain payments upon termination without cause, voluntary resignation or termination due to death or disability. The terms of the severance provisions are described beginning on page 52. Change in control benefits are provided to ensure that, in the event of a friendly or hostile change in control, the Company’s executive officers will be able to advise the Board about the potential transaction without being unduly influenced by personal considerations, such as fear of losing their jobs as a result of a change in control. The Committee does not consider the change in control provisions in determining the forms or amounts of other compensation. The terms of the change in control provisions are described beginning on page 52. In connection with his retirement, Mr. Anthony and the Company entered into a Consulting Agreement on February 19, 2025 (the “Consulting Agreement”), pursuant to which Mr. Anthony will provide consulting and advisory services to the Company from April 1, 2025 through December 31, 2025 (the “Initial Term”). The Consulting Agreement automatically renews at the end of the Initial Term, and each subsequent term, for a further period of one year, unless Mr. Anthony or the Company provides written notice of termination. During the term of the Consulting Agreement, Mr. Anthony is entitled to fees of $20,833.33 per month.

  46. I. 2025 Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | J. Frank Harrison, III | 2025 | 1,406,368 | — | 12,905,305 | 2,020,835 | 380,033 | 16,712,541 | | Chairman of the Board and Chief Executive Officer | 2024 | 1,365,406 | 4,250,000 | 13,017,211 | 45,756 | 355,019 | 19,033,392 | | | 2023 | 1,319,941 | 4,250,000 | 12,729,829 | 1,089,198 | 392,033 | 19,781,001 | | Matthew J. Blickley | 2025 | 464,651 | — | 889,699 | — | 98,781 | 1,453,130 | | Chief Financial Officer and Chief Accounting Officer | | | | | | | | | David M. Katz | 2025 | 1,062,821 | — | 4,022,840 | 328,553 | 792,162 | 6,206,376 | | President and Chief Operating Officer | 2024 | 1,025,278 | 1,000,000 | 4,076,983 | 140,297 | 764,504 | 7,007,062 | | | 2023 | 959,485 | 1,000,000 | 3,914,134 | 235,061 | 639,551 | 6,748,231 | | Robert G. Chambless | 2025 | 759,745 | — | 1,785,642 | 699,330 | 212,137 | 3,456,854 | | Executive Vice President, Senior Advisor to the Chairman and CEO | 2024 | 737,616 | 350,000 | 1,890,947 | 262,589 | 225,234 | 3,466,386 | | | 2023 | 714,579 | 350,000 | 1,842,956 | 512,491 | 218,693 | 3,638,719 | | E. Beauregarde Fisher III | 2025 | 692,444 | — | 1,623,878 | — | 556,080 | 2,872,402 | | Chief Legal and Administrative Officer and Corporate Secretary | 2024 | 667,259 | 350,000 | 1,703,862 | — | 370,250 | 3,091,371 | | | 2023 | 645,041 | 350,000 | 1,660,643 | — | 321,438 | 2,977,122 | | F. Scott Anthony | 2025 | 219,317 | — | 708,831 | — | 273,679 | 1,201,827 | | Former Executive Vice President and Chief Financial Officer | 2024 | 616,110 | 350,000 | 1,567,164 | — | 317,571 | 2,850,845 | | | 2023 | 594,347 | 350,000 | 1,527,437 | — | 214,815 | 2,686,599 |

  47. Bonus (Column (d))

    Bonus (Column (d)) The amounts shown in the “Bonus” column include the achievement recognition award paid to the named executive officers as a discretionary bonus.

  48. Non-Equity Incentive Plan Compensation (Column (e))

    Non-Equity Incentive Plan Compensation (Column (e)) The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent (i) for Mr. Harrison, the performance-based cash awards earned under the 2025 Annual Bonus Plan and the 2023 Long-Term Performance Equity Plan and (ii) for the other named executive officers, the performance-based cash awards earned under the 2025 Annual Bonus Plan and the 2023 Long-Term Performance Plan, as follows:

  49. Non-Equity Incentive Plan Compensation (Column (e))

    | Name | 2025 Annual Bonus Plan ($) | 2023 Long-Term Performance Equity Plan ($) | 2023 Long-Term Performance Plan ($) | Total ($) | | Mr. Harrison | 2,405,305 | 10,500,000 | — | 12,905,305 | | Mr. Blickley | 637,050 | — | 252,649 | 889,699 | | Mr. Katz | 1,817,738 | — | 2,205,102 | 4,022,840 | | Mr. Chambless | 974,541 | — | 811,101 | 1,785,642 | | Mr. Fisher | 890,144 | — | 733,734 | 1,623,878 | | Mr. Anthony | 200,714 | — | 508,117 | 708,831 |

  50. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))

    Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f)) The following table breaks out the amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for fiscal 2025:

  51. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))

    | Name | Officer Retention Plan ($)(1) | Nonqualified Deferred Compensation Earnings ($)(2) | Total ($) | | Mr. Harrison | 1,401,164 | 619,671 | 2,020,835 | | Mr. Blickley | — | — | — | | Mr. Katz | 328,553 | — | 328,553 | | Mr. Chambless | 670,957 | 28,373 | 699,330 | | Mr. Fisher | — | — | — | | Mr. Anthony | — | — | — |

  52. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))

    __________ (1)The amounts shown in this column reflect the aggregate increase in the present value of each named executive officer’s benefit under the ORP from the beginning of the fiscal year to the end of the fiscal year. Additional information regarding each named executive officer’s accumulated benefits under the ORP is presented beginning on page 48. (2) The amounts shown in this column reflect the portion of annual earnings on Messrs. Harrison’s and Chambless’ principal balance under the SSIP that is deemed to be “above-market interest” under the SEC rules. Additional information regarding the SSIP is presented beginning on page 49. The SSIP was amended in 2005 to eliminate the payment of above-market interest on salary deferrals and contributions made after 2005.

  53. II. 2025 Grants of Plan-Based Awards

    II. 2025 Grants of Plan-Based Awards The following table shows grants of plan-based awards made to the named executive officers in February 2025:

  54. II. 2025 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Plan(1) | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | | Mr. Harrison | ABP | 141,588 | 1,415,885 | 3,185,741 | | | LTPEP | 740,000 | 7,400,000 | 14,800,000 | | Mr. Blickley | ABP | 37,500 | 375,000 | 843,750 | | | LTPP | 37,500 | 375,000 | 750,000 | | Mr. Katz | ABP | 107,001 | 1,070,013 | 2,407,530 | | | LTPP | 214,003 | 2,140,026 | 4,280,053 | | Mr. Chambless | ABP | 57,366 | 573,664 | 1,290,745 | | | LTPP | 57,366 | 573,664 | 1,147,329 | | Mr. Fisher | ABP | 52,398 | 523,984 | 1,178,964 | | | LTPP | 52,398 | 523,984 | 1,047,968 | | Mr. Anthony(5) | ABP | 11,816 | 118,162 | 265,839 | | | LTPP | — | — | — |

  55. II. 2025 Grants of Plan-Based Awards

    __________ (1) Incentive award opportunities were granted under the following plans in fiscal 2025: ABP 2025 Annual Bonus Plan LTPEP 2025 Long-Term Performance Equity Plan LTPP 2025 Long-Term Performance Plan The material terms of each plan are described in the “Compensation Discussion and Analysis” section beginning on page 29. (2)The threshold award amounts shown for the ABP, the LTPEP and the LTPP are equal to 50% of the lowest weighted performance measure. The lowest weighted performance measure under the ABP, the LTPEP and the LTPP was 20%. (3)The target award amounts shown for the ABP were computed using an individual performance factor of 1.0. (4) The maximum award amounts shown for the ABP were computed using an individual performance factor of 1.5 and an overall goal achievement factor of 150.0%. The maximum award amounts shown for the LTPP were computed using a long-term performance factor of 200.0%. (5)Due to Mr. Anthony’s March 31, 2025 retirement, his ABP award grant was prorated, and he was not granted an LTPP award.

  56. Officer Retention Plan

    __________ (1)The amounts shown in this column are equal to the number of years of benefit service for which the executive has received credit under the ORP. None of the named executive officers has received benefit credit service under the ORP for years of service in addition to their actual years of service with the Company which are as follows: Mr. Harrison—48 years, Mr. Blickley—11 years, Mr. Katz—13 years, Mr. Chambless—39 years, Mr. Fisher—8 years, and Mr. Anthony—7 years. (2)The amounts shown in this column are the present values of each named executive officer’s accumulated benefits under the ORP as of December 31, 2025. Each named executive officer’s accumulated benefits under the ORP are determined in accordance with the terms of the ORP, as discussed below. The Company maintains the ORP, which is a supplemental nonqualified defined benefit plan, to provide some of the Company’s key executives, including certain of the named executive officers, with retirement benefits in excess of Internal Revenue Code limitations as well as additional supplemental retirement benefits. In March 2014, the Company stopped granting new awards of supplemental retirement benefits under the ORP. Under the ORP, the named executive officers are entitled to the full amount of their accrued benefit under the plan upon reaching age 60, the normal retirement age under the plan. The amount of each participant’s normal retirement benefit is determined based on the participant’s position and level of responsibility, performance and job tenure, and is specified in the participant’s individual agreement under the ORP. Participants who terminate employment prior to normal retirement age are eligible to receive a benefit based on their accrued retirement benefit if their employment is terminated due to death or total disability or their vested accrued retirement benefit if their employment is terminated other than due to death or total disability. Participants are also eligible to receive a benefit based on the benefit they would have accrued through age 60 if they are employed upon a change in control. The benefits payable upon death, total disability, severance or a change in control are described beginning on page 52. Generally, plan benefits are paid in the form of equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant upon joining the plan. The monthly installment amounts are computed using an 8% discount rate using simple interest compounded monthly. However, in the event of death, the benefits are payable in a lump sum, and, in the event of a change in control, the benefits become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. As of December 31, 2025, the estimated annual retirement benefit payable at retirement for each of the named executive officers was as follows:

  57. IV. 2025 Nonqualified Deferred Compensation

    IV. 2025 Nonqualified Deferred Compensation

  58. Supplemental Savings Incentive Plan

    Supplemental Savings Incentive Plan The Company maintains the SSIP, a supplemental nonqualified deferred compensation plan, for its key executives, including the named executive officers. The following table provides information regarding the named executive officers’ accounts and benefits under the SSIP for fiscal 2025:

  59. Supplemental Savings Incentive Plan

    | Name | Executive Contributions in Fiscal 2025 ($)(1) | Company Contributions in Fiscal 2025 ($)(2) | Aggregate Earnings in Fiscal 2025 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($)(4) | | Mr. Harrison(5) | — | — | 2,356,658 | (2,249,501) | 17,997,467 | | Mr. Blickley | 27,879 | 13,939 | 40,723 | — | 306,523 | | Mr. Katz | 63,769 | 31,885 | 134,640 | — | 1,223,311 | | Mr. Chambless(6) | 91,169 | 22,792 | 987,056 | (211,087) | 6,417,161 | | Mr. Fisher | 126,740 | 20,773 | 263,948 | — | 1,848,056 | | Mr. Anthony | 21,932 | 69,080 | (15,842) | (1,852,040) | — |

  60. Supplemental Savings Incentive Plan

    __________ (1)All amounts shown in this column are also reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the 2025 Summary Compensation Table. (2)All amounts shown in this column are also reported in the “All Other Compensation” column of the 2025 Summary Compensation Table. (3)Of the amounts shown in this column, the following amounts are reported as above-market earnings on deferred compensation in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2025 Summary Compensation Table: Mr. Harrison—$619,671, Mr. Blickley—$0, Mr. Katz—$0, Mr. Chambless—$28,373, Mr. Fisher—$0, and Mr. Anthony—$0. (4)Of the amounts shown in this column, the following amounts were reported in the Summary Compensation Tables of the Company’s proxy statements for previous years: Mr. Harrison—$10,418,093, Mr. Blickley—$0, Mr. Katz—$743,285, Mr. Chambless—$1,872,865, Mr. Fisher—$1,018,459, and Mr. Anthony—$1,325,035. (5)Mr. Harrison ceased being eligible to actively participate in the SSIP upon his attainment of age 70 and began receiving installment payment distributions in January 2025. (6)Mr. Chambless began receiving installment payment distributions in January 2026. The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts. Participants are immediately vested in all amounts of base salary and bonus deferred by them. The Company’s contributions to participants’ accounts, other than transition contributions, vest in 20% annual increments and become fully vested upon the completion of five years of service. The transition contributions vested in 20% annual increments from December 31, 2006 to December 31, 2010. All contributions made by the Company become fully vested upon retirement, death or a change in control. Amounts deferred by participants and contributions made by the Company before January 1, 2006 are deemed invested in either a “fixed benefit account” or a “pre-2006 supplemental account,” at the election of the participant. Balances in fixed benefit accounts earn interest at an annual rate of up to 13% (depending on the event requiring distribution and the participant’s age, years of service and initial year of participation in the SSIP). For Messrs. Harrison and Chambless (the only other named executive officer with a fixed benefit account), the amounts reported in the above table under “Aggregate Earnings in Fiscal 2025” and “Aggregate Balance at December 31, 2025” were calculated assuming the maximum annual return of 13%. In January 2025, Messrs. Harrison and Chambless began receiving monthly installment distributions of their fixed benefit account payable over a 15- and 10-year period, respectively. Amounts deferred by participants and contributions made by the Company on or after January 1, 2006 are deemed invested in a “post-2005 supplemental account.” Balances in pre-2006 supplemental accounts and post-2005 supplemental accounts are deemed invested by participants in investment choices that are made available by the Company, which are similar to the choices available under the 401(k) Savings Plan. Balances in fixed benefit accounts and pre-2006 supplemental accounts become payable, as elected by a participant, either upon “termination of employment” or on a date designated by the participant between the year the participant turns 55 and the year the participant turns 70. Balances in post-2005 supplemental accounts may be distributed, as elected by a participant, either upon “termination of employment” or on a date designated by the participant that is at least two years after the year that a salary deferral or other contribution was made and not later than the year the participant turns 70. A “termination of employment” occurs upon the later of (i) a participant’s severance, retirement or attainment of age 55 while totally disabled and, (ii) at the election of the plan administrator, the date when the participant is no longer receiving severance benefits. Balances in fixed benefit accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a fixed benefit account is calculated using a discount rate that is equal to the applicable rate of interest on the account, as described above. Balances in pre-2006 supplemental accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a pre-2006 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments. Balances in post-2005 supplemental accounts are payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. The monthly payment amount for a post-2005 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments. In the event of death or a change in control, all account balances become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. In each case, the account balances and monthly payments are generally computed in the same manner as described above, except participants are deemed fully vested in their account balances, and, in the case of a change in control, the account balances and monthly payments for fixed benefit accounts are computed using the maximum 13% rate of return and 13% discount rate, respectively. Additional information regarding amounts payable to each of the named executive officers upon a termination of employment, death or a change in control is provided in the following section.

  61. Long-Term Retention Plan

    Long-Term Retention Plan The LTRP is a supplemental nonqualified defined contribution plan that provides supplemental retirement benefits to the Company’s key executives. The LTRP was adopted in March 2014 and all new awards of supplemental retirement benefits since that date have been made under the LTRP and not the ORP. A participant in the LTRP earns a Company contribution to a supplemental benefits account for each year of employment with the Company through age 60, the normal retirement age under the plan. The amount of the Company contribution for each participant is determined based on the participant’s position and level of responsibility, performance, job tenure and future potential, and is specified in the participant’s individual agreement under the LTRP. The amount contributed to a participant’s supplemental benefits account is invested in investment choices that are similar to the choices available under the 401(k) Savings Plan. The balance of a participant’s supplemental benefits account is 50% vested through a participant’s attainment of age 51 while employed by the Company and becomes vested ratably for each year of continued employment thereafter through age 60. The balance of a participant’s supplemental benefits account also becomes vested in the event of the participant’s death or disability or a change in control of the Company. The vested balance of a participant’s supplemental benefits account is payable following termination of employment in either a lump sum or in equal monthly installments over a period of 10, 15 or 20 years, at the election of the participant. The following table provides information regarding the named executive officers with accounts and benefits under the LTRP for fiscal 2025:

  62. Long-Term Retention Plan

    | Name | Company Contributions in Fiscal 2025 ($)(1) | Aggregate Earnings in Fiscal 2025 ($) | | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Mr. Blickley | 45,692 | | 52,529 | — | 368,440 | | Mr. Katz | 639,630 | | 535,452 | — | 4,726,140 | | Mr. Chambless | 91,653 | | 334,182 | — | 2,218,933 | | Mr. Fisher | 487,431 | | 443,049 | — | 3,523,141 |

  63. Long-Term Retention Plan

    __________ (1)All amounts shown in this column are also reported in the “All Other Compensation” column of the 2025 Summary Compensation Table.

  64. V. 2025 Potential Payments Upon Termination or Change in Control

    V. 2025 Potential Payments Upon Termination or Change in Control The table below shows the estimated benefits payable to each named executive officer in the event of the named executive officer’s termination of employment under various scenarios or a change in control of the Company. The amounts shown assume termination of employment or a change in control on December 31, 2025. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all salaried employees.

  65. V. 2025 Potential Payments Upon Termination or Change in Control

    | Name and Plans | Voluntary Resignation or Termination Without Cause ($) | Termination for Cause ($) | Death ($) | Disability ($) | Retirement ($)(1) | Change in Control ($) | | Mr. Harrison | | | | | | | | Officer Retention Plan(2) | 14,411,990 | — | 14,411,990 | 14,411,990 | 14,411,990 | 14,411,990 | | Supplemental Savings Incentive Plan(2) | 17,997,467 | 17,997,467 | 17,997,467 | 17,997,467 | 17,997,467 | 17,997,467 | | Annual Bonus Plan(3) | 2,405,305 | — | 2,405,305 | 2,405,305 | 2,405,305 | 2,405,305 | | Long-Term Performance Equity Plan(4) | 17,733,333 | — | 17,733,333 | 17,733,333 | 17,733,333 | 17,733,333 | | Total | 52,548,095 | 17,997,467 | 52,548,095 | 52,548,095 | 52,548,095 | 52,548,095 | | Mr. Blickley | | | | | | | | Long-Term Retention Plan | 184,220 | — | 368,440 | 368,440 | — | 368,440 | | Supplemental Savings Incentive Plan(2) | 306,523 | 306,523 | 306,523 | 306,523 | — | 306,523 | | Annual Bonus Plan(3) | 637,050 | — | 637,050 | 637,050 | — | 637,050 | | Long-Term Performance Plan(5) | 252,649 | — | 501,166 | 501,166 | — | 501,166 | | Total | 1,380,442 | 306,523 | 1,813,179 | 1,813,179 | — | 1,813,179 | | Mr. Katz | | | | | | | | Officer Retention Plan(2) | 1,726,563 | — | 2,031,250 | 2,031,250 | — | 2,500,000 | | Long-Term Retention Plan | 4,017,219 | — | 4,726,140 | 4,726,140 | — | 4,726,140 | | Supplemental Savings Incentive Plan(2) | 1,223,311 | 1,223,311 | 1,223,311 | 1,223,311 | — | 1,223,311 | | Annual Bonus Plan(3) | 1,817,738 | — | 1,817,738 | 1,817,738 | — | 1,817,738 | | Long-Term Performance Plan(4) | 2,205,101 | — | 3,957,291 | 3,957,291 | — | 3,957,291 | | Total | 10,989,932 | 1,223,311 | 13,755,730 | 13,755,730 | — | 14,224,480 | | Mr. Chambless | | | | | | | | Officer Retention Plan(2) | 3,000,000 | — | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | | Long-Term Retention Plan | 2,218,933 | — | 2,218,933 | 2,218,933 | 2,218,933 | 2,218,933 | | Supplemental Savings Incentive Plan(2) | 6,417,163 | 6,417,163 | 6,417,163 | 6,417,163 | 6,417,163 | 6,417,163 | | Annual Bonus Plan(3) | 974,541 | — | 974,541 | 974,541 | 974,541 | 974,541 | | Long-Term Performance Plan(4) | 1,373,626 | — | 1,373,626 | 1,373,626 | 1,373,626 | 1,373,626 | | Total | 13,984,263 | 6,417,163 | 13,984,263 | 13,984,263 | 13,984,263 | 13,984,263 | | Mr. Fisher | | | | | | | | Long-Term Retention Plan | 2,818,513 | — | 3,523,141 | 3,523,141 | — | 3,523,141 | | Supplemental Savings Incentive Plan(2) | 1,848,056 | 1,848,056 | 1,848,056 | 1,848,056 | — | 1,848,056 | | Annual Bonus Plan(3) | 890,144 | — | 890,144 | 890,144 | — | 890,144 | | Long-Term Performance Plan(4) | 733,734 | — | 1,244,282 | 1,244,282 | — | 1,244,282 | | Total | 6,290,447 | 1,848,056 | 7,505,623 | 7,505,623 | — | 7,505,623 |

  66. V. 2025 Potential Payments Upon Termination or Change in Control

    | Name and Plans | Voluntary Resignation or Termination Without Cause ($) | Termination for Cause ($) | Death ($) | Disability ($) | Retirement ($)(1) | Change in Control ($) | | Mr. Anthony(5) | | | | | | | | Consulting Agreement | — | — | — | — | 187,500 | — | | Supplemental Savings Incentive Plan(2) | — | — | — | — | 1,852,040 | — | | Annual Bonus Plan(3) | — | — | — | — | 200,714 | — | | Long-Term Performance Plan(4) | — | — | — | — | 637,153 | — | | Total | — | — | — | — | 2,877,407 | — |

  67. V. 2025 Potential Payments Upon Termination or Change in Control

    (1)Messrs. Harrison and Chambless are the only current named executive officers who have satisfied the age and/or service eligibility requirements for retirement under the plans. (2)Amounts shown for the ORP and the SSIP for the named executive officers assume payment as a lump sum as of December 31, 2025. Participants in the ORP and the SSIP may elect to receive payments in equal monthly installments over a period of 10, 15 or 20 years. The amounts of the installments are based on the discount rates specified in the plans. Mr. Katz did not meet the definition of retirement under the ORP, but would receive the amount shown under the “Voluntary Resignation or Termination Without Cause” column. (3)Amounts shown for the Annual Bonus Plan were calculated using the actual level of achievement of the performance goals for fiscal 2025. (4)Amounts shown in all of the columns for the Long-Term Performance Equity Plan and the Long-Term Performance Plan were calculated using the actual level of achievement of the performance goals for the fiscal 2023 - fiscal 2025 performance period and assuming the achievement of target performance goals for the three-year performance periods ending in fiscal 2026 and fiscal 2027. The amounts for the three-year performance periods ending in fiscal 2026 and fiscal 2027 were prorated, when applicable, for the portion of the performance periods the executive was employed prior to the date of the triggering event. (5)Mr. Anthony retired, effective March 31, 2025. The amounts in the table under the column “Retirement” reflect the actual retirement and post-termination benefits paid, or payable to Mr. Anthony as of December 31, 2025. The remaining potential termination scenarios do not apply to Mr. Anthony. More information about the Consulting Agreement is described above in the description of “Severance, Change in Control, and Other Post-Termination Arrangements” on page 52. None of the Company’s current executive officers, including the named executive officers, has any special employment or severance agreements. The executive officers are entitled, however, to certain payments (as illustrated in the above table) under the terms of the Company’s existing compensation and benefit plans in connection with the termination of their employment or a change in control of the Company. The following narrative describes the terms of those plans as they relate to a termination of employment or a change in control.

  68. Officer Retention Plan

    Officer Retention Plan The ORP, the material terms of which are described beginning on page 48, contains special provisions for severance, death, total disability or a change in control. In the event of death or total disability, each participant becomes fully vested in the amount of the participant’s accrued benefit under the ORP. Upon termination without cause or voluntary resignation, each participant’s accrued benefit is 50% vested until age 51, with the vesting percentage increasing by 5% each year beginning at age 51 until fully vested at age 60. All rights to any benefits under the ORP are forfeited if a participant is terminated for cause. In the event of a “change in control” of the Company, each participant is entitled to an amount equal to the normal retirement benefit otherwise payable to the participant at age 60 under the ORP. A “change in control” occurs under the ORP: (i)when a person or group other than the Harrison Family (as defined below) acquires shares of the Company’s capital stock having the voting power to designate a majority of the Board; (ii)when a person or group other than the Harrison Family acquires or possesses shares of the Company’s capital stock having power to cast (A) 30% or more of the votes regarding the election of the Board and (B) a greater percentage of the votes regarding the election of the Board than the shares owned by the Harrison Family; (iii) upon the sale or other disposition of all or substantially all of the Company’s business and assets and the business and assets of the Company’s subsidiaries outside the ordinary course of business other than to a person or group controlled by the Company or the Harrison Family; or (iv)upon a merger or consolidation of the Company with another entity where the Company is not the surviving entity. Under the ORP, “Harrison Family” means and includes, collectively, the lineal descendants of the late J. Frank Harrison, Jr. (whether by blood or adoption), any decedent’s estate of any of the foregoing, any trust primarily for the benefit of any one or more of the foregoing, any person controlled, directly or indirectly, by any one or more of the foregoing, and any person in which any one or more of the foregoing have a majority of the equity interests. The death benefit under the ORP is payable in a lump sum. The other severance and change in control benefits are payable in equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant. The amount of each monthly installment is computed using an 8% discount rate using simple interest compounded annually. The change in control benefit is also payable in a lump sum, at the election of the participant. Under the ORP, each participant has generally agreed not to compete with the Company for three years after termination from employment for any reason. The non-compete provision does not apply to actions occurring after both a termination of employment and a change in control of the Company.

  69. Supplemental Savings Incentive Plan and Long-Term Retention Plan

    Supplemental Savings Incentive Plan and Long-Term Retention Plan The SSIP and the LTRP also provide for the payment of the named executive officers’ vested account balances upon termination of employment, death or a change in control. A “termination of employment” occurs under the SSIP upon a participant’s severance, retirement or attainment of age 55 while totally disabled. A “termination of employment” occurs under the LTRP upon a participant’s severance other than for cause, retirement or total disability. The definition of a “change in control” is the same definition used for the ORP, as described above. The material terms of the SSIP and the LTRP, including when account balances become vested and the options to receive lump sum or installment payments, are described beginning on pages 49 and 51, respectively.

  70. Annual Bonus Plan

    Annual Bonus Plan The Annual Bonus Plan, the material terms of which are described beginning on page 34, provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company. In the event of the total disability, retirement or death of a participant during any fiscal year, the participant (or the participant’s estate) is entitled to a pro-rata bonus based on the portion of the fiscal year completed by the participant and the actual overall goal achievement factor attained for that year. In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award under the Annual Bonus Plan, based on the portion of the fiscal year completed. The term “retirement” is defined in the Annual Bonus Plan as a participant’s termination of employment other than on account of death and (i) after attaining age 60, (ii) after attaining age 55 and completing 20 years of service or (iii) as the result of total disability. The definition of a “change in control” is the same definition used for the ORP, as described above.

  71. Long-Term Performance Plan

    Long-Term Performance Plan The Long-Term Performance Plan, the material terms of which are described beginning on page 37, also provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company. In the event of the total disability, retirement or death of a participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, the participant (or the participant’s estate) is entitled to a pro-rata award based on the portion of the performance period completed by the participant. In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award for the performance period, based on the portion of the performance period completed. The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.

  72. Long-Term Performance Equity Plan

    Long-Term Performance Equity Plan The Long-Term Performance Equity Plan, the material terms of which are described beginning on page 40, also provides for certain payments to Mr. Harrison in the event of a termination of his employment or a change in control of the Company. In the event of Mr. Harrison’s total disability, retirement or death after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to him, Mr. Harrison (or his estate) is entitled to a pro-rata award based on the portion of the performance period completed by him. In the event of a “change in control,” Mr. Harrison is entitled to a pro-rata portion of his target award for the performance period, based on the portion of the performance period completed. The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.

  73. VI. Pay Ratio Disclosure

    VI. Pay Ratio Disclosure The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding Mr. Harrison, the Company’s principal executive officer); (ii) the annual total compensation of Mr. Harrison; and (iii) the ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all employees of the Company (excluding Mr. Harrison). Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:

  74. VI. Pay Ratio Disclosure

    | Median annual total compensation of all employees (excluding Mr. Harrison) | $58,093 | | Annual total compensation of Mr. Harrison | $16,712,541 | | Ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all other employees | 288:1 |

  75. VI. Pay Ratio Disclosure

    The SEC rules permit a company to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that would result in a significant change to its pay ratio disclosure. Because the Company has not had any changes in its employee population or compensation arrangements that the Company believes would significantly affect its pay ratio disclosure, the Company used the same median employee identified in fiscal 2023 to determine the median annual total compensation of all employees (excluding Mr. Harrison) for fiscal 2025. To determine the median employee in fiscal 2023, the Company compiled a list of all employees (excluding Mr. Harrison) as of December 31, 2023, sorted the list of employees by their taxable compensation for federal income tax purposes from the Company’s payroll records for the 12-month period ended December 31, 2023 and selected the employee with the median taxable compensation amount. The Company annualized the taxable compensation of any full-time or part-time employees on the list who were not employed for the full year and did not include the value of non-taxable Company-provided benefits such as retirement plan contributions and medical and life insurance benefits. As of December 31, 2025, the Company had approximately 17,000 employees. The annual total compensation of Mr. Harrison is the total amount of his compensation presented in the 2025 Summary Compensation Table on page 44. The Company determined the annual total compensation of the median employee shown above using the same rules applicable to the completion of the 2025 Summary Compensation Table for Mr. Harrison and the other named executive officers.

  76. VII. Pay Versus Performance

    VII. Pay Versus Performance

  77. VII. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (e) | Total Shareholder Return ($) (f) | Peer Group Shareholder Return ($) (g) | Net Income (in thousands) ($) (h) | Income from Operations (in thousands) ($) (i) | | 2025 | 16,712,541 | 15,311,377 | 3,038,118 | 2,948,135 | 602.04 | 128.37 | 570,582 | 950,656 | | 2024 | 19,033,392 | 19,033,392 | 4,103,916 | 4,142,222 | 490.97 | 120.86 | 633,125 | 920,350 | | 2023 | 19,781,002 | 18,691,804 | 4,012,668 | 3,945,318 | 353.72 | 119.97 | 408,375 | 834,451 | | 2022 | 14,689,127 | 14,689,127 | 3,080,257 | 3,219,288 | 193.39 | 124.79 | 430,158 | 641,047 | | 2021 | 13,545,136 | 13,512,275 | 2,937,130 | 2,982,161 | 233.24 | 115.80 | 189,580 | 439,171 |

  78. Compensation Actually Paid to PEO (Column (c))

    Compensation Actually Paid to PEO (Column (c)) The amount reported for each year in column (c) is equal to (i) the amount reported in column (b) for J. Frank Harrison, III, Coca‑Cola Consolidated’s principal executive officer (“PEO”) for each of the covered years, minus (ii) the aggregate change in the present value of Mr. Harrison’s benefits under the ORP during the covered year plus (iii) the aggregate value of Mr. Harrison’s benefits under the ORP attributable to his service during the covered year. Mr. Harrison fully accrued his benefit under the ORP prior to 2020 and benefit accruals under the Company’s traditional, tax-qualified defined benefit pension plan (which was terminated effective May 31, 2022) were frozen in 2006. Therefore, there were no service costs for benefit accruals by Mr. Harrison under the ORP during the covered years. Mr. Harrison did not receive any stock or option awards during the covered years. The following table provides information regarding the calculation for the Compensation Actually Paid (“CAP”) to Mr. Harrison for fiscal years 2025, 2024, 2023, 2022 and 2021:

  79. Compensation Actually Paid to PEO (Column (c))

    | Year | Summary Compensation Table Total for PEO ($) | Deduct Aggregate Change in Actual Present Value in ORP ($) | Add Service Costs & Prior Service Costs for ORP ($) | Compensation Actually Paid to PEO ($) | | 2025 | 16,712,541 | 1,401,164 | — | 15,311,377 | | 2024 | 19,033,392 | — | — | 19,033,392 | | 2023 | 19,781,002 | 1,089,198 | — | 18,691,804 | | 2022 | 14,689,127 | — | — | 14,689,127 | | 2021 | 13,545,136 | 32,861 | — | 13,512,275 |

  80. Average Compensation Actually Paid to Non-PEO Named Executive Officers (Column (e))

    Average Compensation Actually Paid to Non-PEO Named Executive Officers (Column (e)) The amount reported for each year in column (e) is equal to (i) the amount reported in column (d) for Matthew J. Blickley, David M. Katz, Robert G. Chambless, E. Beauregarde Fisher III and F. Scott Anthony, the non-PEO named executive officers for 2025 and David M. Katz, Robert G. Chambless, E. Beauregarde Fisher III and F. Scott Anthony, the non-PEO named executive officers for all other covered years, minus (ii) the average of the aggregate change in the present value of their benefits under the ORP during the covered year plus (iii) the average of the aggregate value of their benefits under the ORP attributable to their service during the covered year. None of the non-PEO named executive officers received any stock or option awards during the covered years. The following table provides information regarding the calculation for the CAP to the non-PEO named executive officers for fiscal years 2025, 2024, 2023, 2022 and 2021:

  81. Average Compensation Actually Paid to Non-PEO Named Executive Officers (Column (e))

    | Year | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Deduct Average of the Aggregate Change in Actual Present Value in ORP ($) | Add Average Service Costs & Prior Service Costs for ORP ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | | 2025 | 3,038,118 | 199,902 | 109,919 | 2,948,135 | | 2024 | 4,103,916 | 93,895 | 132,201 | 4,142,222 | | 2023 | 4,012,668 | 181,313 | 113,962 | 3,945,318 | | 2022 | 3,080,257 | — | 139,032 | 3,219,288 | | 2021 | 2,937,130 | 85,045 | 130,076 | 2,982,161 |

  82. Peer Group Shareholder Return (Column (g))

    Peer Group Shareholder Return (Column (g)) The amounts shown in column (g) assume $100 was invested on the last trading day for the fiscal year ended December 31, 2020 in each of the companies in a peer group composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca‑Cola Company and PepsiCo, Inc., and that all dividends were reinvested on a quarterly basis. The returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company.

  83. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure

  84. Relationship between Compensation Actually Paid and Total Shareholder Return

    Relationship between Compensation Actually Paid and Total Shareholder Return The graph below reflects the relationship between the PEO and average non-PEO named executive officer CAP and the Company’s cumulative indexed total shareholder return (TSR) (assuming an initial fixed investment of $100 on the last trading day for the fiscal year ended December 31, 2020) for fiscal years 2021, 2022, 2023, 2024 and 2025:

  85. Relationship between Compensation Actually Paid and Net Income

    Relationship between Compensation Actually Paid and Net Income The graph below reflects the relationship between the PEO and average non-PEO named executive officer CAP and the Company’s net income for fiscal years 2021, 2022, 2023, 2024 and 2025:

  86. Relationship between Compensation Actually Paid and Income from Operations

    Relationship between Compensation Actually Paid and Income from Operations The graph below reflects the relationship between the PEO and average non-PEO named executive officer CAP and the Company’s income from operations for fiscal years 2021, 2022, 2023, 2024 and 2025:

  87. Tabular List of Financial Performance Measures

    Tabular List of Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking PEO and non-PEO named executive officer CAP in fiscal 2025 to Company performance. The financial performance measures in this table are not ranked.

  88. Tabular List of Financial Performance Measures

    | Most Important Financial Performance Measures | | | 1 | Income from Operations | | 2 | EBIT(1) | | 3 | EBIT Margin(1) | | 4 | Free Cash Flow(1) | | 5 | Revenue(1) |

  89. Tabular List of Financial Performance Measures

    (1)“EBIT,” “EBIT Margin,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures. See Appendix A for a reconciliation to GAAP financial measures.

  90. VIII. Policies and Practices Related to the Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

    VIII. Policies and Practices Related to the Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Our compensation has not included awards of stock options, stock appreciation rights, or similar option-like instruments as a component of our Long-Term Performance Plan or our Long-Term Performance Equity Plan. If in the future we anticipate granting such types of awards, we will adopt a policy regarding how the Board will determine when to grant such awards and how the Committee and the Board will take material non-public information into account when determining the timing of the grants and the terms of the awards.

  91. Equity Compensation Plan Information

    Equity Compensation Plan Information The table below provides information as of December 31, 2025, concerning the Company’s outstanding equity compensation arrangements as of that date. All share amounts reported in the table and the accompanying footnote have been adjusted to reflect the Stock Split.

  92. Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) | | Equity compensation plans approved by security holders | — | — | 3,000,000(1) | | Equity compensation plans not approved by security holders | — | — | — | | Total | — | — | 3,000,000(1) |

  93. Equity Compensation Plan Information

    (1)Represents 3,000,000 shares of Class B Common Stock reserved for issuance pursuant to awards that may be made in the future under the Long-Term Performance Equity Plan.

  94. Reconciliation of Non-GAAP Financial Performance Measures

    Reconciliation of Non-GAAP Financial Performance Measures This proxy statement includes non-GAAP financial measures, including “EBIT,” “EBIT Margin,” “Free Cash Flow” and “Revenue” that are defined in the “Compensation Discussion and Analysis” section beginning on page 29 and are adjusted for the purpose of determining incentive compensation for our executive officers. The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP) related to our 2023 Long-Term Performance Plan and our 2023 Long-Term Performance Equity Plan:

  95. Reconciliation of Non-GAAP Financial Performance Measures

    | | EBIT | | | | Description of Adjustment (in thousands) | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Income from Operations | $834,451 | $920,350 | $950,656 | | Supply chain and asset optimization expenses | $1,296 | $— | $— | | Fair value adjustments for commodity derivative instruments | $1,061 | $1,275 | $(1,728) | | Front-line teammate investment | $— | $— | $20,396 | | Total Impact of Adjustments | $2,357 | $1,275 | $18,668 | | Adjusted EBIT Results | $836,808 | $921,625 | $969,324 | | Three-Year Cumulative EBIT | $2,727,757 | | |

  96. Reconciliation of Non-GAAP Financial Performance Measures

    | | EBIT Margin | | | | | | | Description of Adjustment (in thousands) | Fiscal 2023 | | Fiscal 2024 | | Fiscal 2025 | | | Net Sales | | 6,653,858 | | 6,899,716 | | 7,228,055 | | Adjusted EBIT | | 836,808 | | 921,625 | | 969,324 | | Adjusted EBIT Margin | 12.58 | | 13.36 | | 13.41 | | | Three-Year Average EBIT Margin | 13.11 | | | | | |

  97. Reconciliation of Non-GAAP Financial Performance Measures

    | | Three-Year Free Cash Flow | | | | Description of Adjustment (in thousands) | December 31, 2022 | December 31, 2025 | Cash Inflow/(Outflow) | | Current portion of Debt and Long-term debt | $598,817 | $2,786,009 | $(2,187,192) | | Cash & Cash Equivalents and Short-term investments | $197,648 | $281,918 | $84,270 | | Three-Year Free Cash Flow | | | $(2,102,922) | | Adjustments to Three-Year Free Cash Flow: | | | | | Special Dividend paid in 2024 ($16/share) | | | $150,000 | | Nashville Production Plant Purchase (September 2024) | | | $56,000 | | Increase in Quarterly Regular Dividend (effective Q4 2024) | | | $84,873 | | Front-line teammate investment | | | $20,396 | | Estimated cash tax savings on net interest adjustments below | | | $(18,607) | | Dutch Auction Tender Offer and The Coca-Cola Company Share Repurchase - 2024 | | | | | The Coca-Cola Company Share Repurchase (July 2024) | | | $553,723 | | Dutch Auction Tender Offer Share Repurchase (June 2024) | | | $13,312 | | Share Repurchase Transaction Costs | | | $6,974 | | Interest paid on 2024 Bonds (beginning in May 2024) | | | $96,356 | | Interest income on additional cash from borrowings | | | $(43,683) | | Open Market Share Repurchases - 2024 and 2025 | | | | | Open Market Share Repurchases (November 2024) | | | $51,645 | | Open Market Share Repurchases (2025) | | | $212,055 | | Lost interest income on Open Market Share Repurchases | | | $5,273 | | The Coca-Cola Company Share Repurchase - 2025 | | | | | The Coca-Cola Company Share Repurchase (November 2025) | | | $2,392,103 | | Share Repurchase Transaction Costs | | | $5,571 | | Interest expense from additional borrowings | | | $9,539 | | Lost interest income on The Coca-Cola Company Share Repurchase | | | $6,944 | | Total Free Cash Flow Adjustments | | | $3,602,474 | | Adjusted Three-Year Free Cash Flow | | | $1,499,552 |

  98. Reconciliation of Non-GAAP Financial Performance Measures

    The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP) related to our Annual Bonus Plan:

  99. Reconciliation of Non-GAAP Financial Performance Measures

    | | EBIT | | Description of Adjustment (in thousands) | Fiscal 2025 | | Income from Operations | $950,656 | | Fair value adjustments for commodity derivative instruments | $(1,728) | | Front-line teammate investment | $(4,604) | | Total Impact of Adjustments | $(6,332) | | Adjusted EBIT Results | $944,324 |

  100. Reconciliation of Non-GAAP Financial Performance Measures

    | | Net Sales | | Description of Adjustment (in thousands) | Fiscal 2025 | | Net Sales | $7,228,055 | | Non-trade sales in 2025 (excluded from ABP) | $(383,658) | | External transportation sales (excluded from ABP) | $(27,040) | | Total Impact of Adjustments | $(410,698) | | Adjusted Revenue Results | $6,817,357 |

  101. Reconciliation of Non-GAAP Financial Performance Measures

    | | Fiscal 2025 Free Cash Flow | | | | Description of Adjustment (in thousands) | December 31, 2024 | December 31, 2025 | Cash Inflow/(Outflow) | | Current portion of Debt and Long-term debt | $1,786,348 | $2,786,009 | $(999,661) | | Cash & Cash Equivalents and Short-term investments | $1,437,034 | $281,918 | $(1,155,115) | | Fiscal 2025 Free Cash Flow | | | $(2,154,776) | | Adjustments to Free Cash Flow: | | | | | Front-line teammate investment | | | $(4,604) | | Open Market Share Repurchases - 2025 | | | | | Open Market Share Repurchases | | | $212,055 | | Lost interest income on Open Market Share Repurchases | | | $3,018 | | The Coca-Cola Company Share Repurchase - 2025 | | | | | The Coca-Cola Company Share Repurchase (November 2025) | | | $2,392,103 | | Share Repurchase Transaction Costs | | | $5,571 | | Interest expense from additional borrowings | | | $9,539 | | Lost interest income on The Coca-Cola Company Share Repurchase | | | $6,944 | | Total Free Cash Flow Adjustments | | | $2,624,626 | | Adjusted Fiscal 2025 Free Cash Flow | | | $469,850 |