SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on November 10, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 51)*
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Coca-Cola Consolidated, Inc. (Name of Issuer) |
Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) |
191098102 (CUSIP Number) |
Moncia Howard Douglas The Coca-Cola Company, One Coca-Cola Plaza Atlanta, GA, 30313 (404) 676-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 191098102 |
| 1 |
Name of reporting person
THE COCA-COLA COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 191098102 |
| 1 |
Name of reporting person
THE COCA-COLA TRADING COMPANY LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 191098102 |
| 1 |
Name of reporting person
CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $1.00 Per Share | |
| (b) | Name of Issuer:
Coca-Cola Consolidated, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4100 COCA COLA PLZ, Charlotte,
NORTH CAROLINA
, 28211. | |
Item 1 Comment:
This Amendment No. 51 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company ("TCCC"), as amended by Amendments 1 through 50 (the "Schedule 13D"). Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On November 7, 2025, Coca-Cola Consolidated, Inc., a Delaware corporation ("Coke Consolidated"), Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation and an indirect wholly owned subsidiary of TCCC ("Seller"), J. Frank Harrison, III (solely for purposes of Article VI and Article VII thereof) and TCCC (solely for purposes of certain provisions of Article III thereof (as specified therein), Article VI and Article VII thereof) entered into a purchase agreement (the "2025 Purchase Agreement"), pursuant to which (i) Coke Consolidated agreed to purchase from Seller all of the 18,835,460 shares (reflecting the 10-for-1 stock split effected by Coke Consolidated on May 27, 2025) of Common Stock, par value $1.00, of Coke Consolidated (the "Common Stock") held by Seller for a total cash payment of $2,392,103,420 (such transaction, the "Repurchase") and (ii) the parties to the 2025 Purchase Agreement agreed to terminate in its entirety that certain Amended and Restated Stock Rights and Restrictions Agreement, dated as of February 19, 2009, as amended by Amendment No. 1 on May 6, 2024 (the "Stock Rights and Restrictions Agreement"), pursuant to which Seller and TCCC were granted certain rights in their capacity as shareholders of Coke Consolidated, as previously disclosed in Amendment No. 49 to the Schedule 13D. The Closing (as defined in the 2025 Purchase Agreement) under the 2025 Purchase Agreement occurred on November 7, 2025. Effective as of the Closing, the current designee of TCCC and Seller on the Coke Consolidated board of directors (the "Board"), Elaine Bowers Coventry, has resigned from the Board.
The foregoing descriptions of the 2025 Purchase Agreement and Stock Rights and Restrictions Agreement are only a summary and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 99.5 to this Amendment No. 51 to the Schedule 13D and as Exhibit 99.3 to Amendment No. 49 to the Schedule 13D, respectively, and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
As a result of the Repurchase, as of November 7, 2025, the Reporting Persons do not beneficially own any share of Common Stock. | |
| (b) | 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: 0
(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: 0
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: 0
(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: 0
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: 0
(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: 0 | |
| (c) | Other than as described in this Amendment No. 51 to the Schedule 13D, the Reporting Persons have not effected any transactions in shares of Common Stock during the past sixty days. | |
| (e) | As of November 7, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 51 to the Schedule 13D is incorporated by reference in its entirety into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.4 - Directors, Officers and Managers of the Reporting Persons
Exhibit 99.5 - Purchase Agreement, dated as of November 7, 2025, by and among Coca-Cola Consolidated, Inc., Carolina Coca-Cola Bottling Investments, Inc., J. Frank Harrison, III and The Coca-Cola Company (incorporated by reference to Exhibit 10.1 of Coca-Cola Consolidated, Inc.'s Current Report on Form 8-K filed on November 7, 2025) | ||
| SIGNATURE | |
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.
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