Coca-Cola Consolidated, Inc. SC 13D/A Filing Update

TL;DR

KO filed an update on its stake in COKE. Ownership details remain under review.

AI Summary

Coca-Cola Consolidated, Inc. filed an amendment (No. 50) to its Schedule 13D on July 5, 2024. The filing indicates changes in beneficial ownership for The Coca-Cola Company, which holds common stock in Coca-Cola Consolidated, Inc. The filing does not specify dollar amounts or exact dates of transactions but pertains to ongoing reporting requirements.

Why It Matters

This filing is an update to ownership disclosures for Coca-Cola Consolidated, Inc., providing transparency on the holdings of The Coca-Cola Company.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, indicating ongoing reporting rather than a new or significant event.

Key Numbers

• 50 — Amendment Number (Indicates this is the 50th amendment to the filing.)

Key Players & Entities

• Coca-Cola Consolidated, Inc. (company) — Subject Company
• The Coca-Cola Company (company) — Reporting Person
• Monica Howard Douglas (person) — Executive Vice President and Global General Counsel of The Coca-Cola Company

FAQ

Key Financial Figures

• $1.00 — me of Issuer) Common Stock, Par Value $1.00 Per Share (Title and Class of Securit
• $2,000,000,000 — gregate purchase price of not more than $2,000,000,000, subject to the terms and conditions th
• $925 — in the Tender Offer not being less than $925, and would occur on the eleventh busine
• $1 — the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “ C

Filing Documents

• e24297_ko-sc13da.htm (SC 13D/A) — 73KB
• 0001552781-24-000391.txt ( ) — 75KB

Identity and Background

Item 2. Identity and Background

of the Schedule 13D

Item 2 of the Schedule 13D is hereby amended and supplemented to remove Coca-Cola Oasis LLC as a Reporting Person due to the Reorganization completed on July 3, 2024.

Purpose of the

Item 4. Purpose of the Transaction

is hereby amended and supplemented

Item 4 is hereby amended and supplemented as follows: On May 6, 2024, Coca-Cola Consolidated, Inc., a Delaware corporation (“ Coke Consolidated ”), announced that it was conducting a “Dutch auction” self-tender offer to purchase for cash shares of Common Stock for an aggregate purchase price of not more than $2,000,000,000, subject to the terms and conditions thereof (the “ Tender Offer ”). On May 6, 2024, prior to Coke Consolidated’s announcement of the Tender Offer, Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation and an indirect wholly owned subsidiary of TCCC (“ Seller ”), and Coke Consolidated entered into a purchase agreement (the “ 2024 Purchase Agreement ”), pursuant to which Coke Consolidated agreed to purchase shares of Common Stock from Seller. Under the terms of the 2024 Purchase Agreement, Coke Consolidated agreed to purchase from Seller a number of shares of Common Stock (the “ Seller Shares ”) that would cause Seller to beneficially own 21.5% of the issued and outstanding shares of Common Stock (calculated assuming all issued and outstanding shares of Class B Common Stock are converted into Common Stock) immediately following the Closing (as defined in the 2024 Purchase Agreement). The Closing under the 2024 Purchase Agreement was subject to certain conditions, including the closing of the Tender Offer and, in the case of Seller’s obligation to close, the purchase price per share in the Tender Offer not being less than $925, and would occur on the eleventh business day following the expiration date of the Tender Offer. The Tender Offer expired on June 18, 2024. Coke Consolidated purchased a total of 14,391.5 shares of Common Stock in the Tender Offer at a price of $925 per share. In connection with the closing of the Tender Offer, pursuant to the terms of the 2024 Purchase Agreement, on July 5, 2024, Coke Consolidated purchased from Seller 59

Interest in Securities

Item 5. Interest in Securities of the Issuer

is hereby amended and restated

Item 5 is hereby amended and restated as follows: As of the date of this report, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “ Common Stock ”) listed below and may be deemed to constitute a “group” under Section 13(d) of the Act. 5 Number of shares of Common Stock as to which TCCC has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,883,546 (iii) the sole power to dispose of or to direct the disposition of: 0 (iv) shared power to dispose of or to direct the disposition of: 1,883,546 Number of shares of Common Stock as to which The Coca-Cola Trading Company LLC has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,883,546 (iii) sole power to dispose of or to direct the disposition of: 0 (iv) shared power to dispose of or to direct the disposition of: 1,883,546 Number of shares as to which Carolina Coca-Cola Bottling Investments, Inc. has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or to direct the vote: 1,883,546 (iii) sole power to dispose of or to direct the disposition of: 0 (iv) shared power to dispose of or to direct the disposition of: 1,883,546 The Reporting Persons beneficially own 24.3% of the outstanding shares of Common Stock based upon 7,755,982.5 shares of Common Stock outstanding following the expiration of the Tender Offer and the closing of the 2024 Purchase Agreement, based on information provided by the Issuer. Except as set forth in this Schedule 13D/A, the Reporting Persons have not effected any transactions in shares of Common Stock during the past sixty days. As a result of the Reorganization described herein, Coca-Cola Oasis LLC ceased to be a beneficial owner of

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE COCA-COLA COMPANY By: /s/ John Murphy Name: John Murphy Date: July 5, 2024 Title: President and Chief Financial Officer THE COCA-COLA TRADING COMPANY LLC By: /s/ Mark D. Harris Name: Mark D. Harris Date: July 5, 2024 Title: Vice President CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. By: /s/ Mark D. Harris Name: Mark D. Harris Date: July 5, 2024 Title: Vice President 7

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