Coca-Cola Consolidated, Inc.
A maker and distributor of Coca-Cola beverages, Coca-Cola Consolidated is the largest independent Coca-Cola bottler in the United States, producing, marketing, and delivering hundreds of brands—from Coke, Sprite, and Fanta to Dasani water and sports drinks—across 14 states and the District of Columbia. Its roots trace to 1902, when J.B. Harrison and two partners began bottling Coca-Cola in the Carolinas, and the "Consolidated" in its name reflects the 1973 merger of several family-owned bottling operations into one company. In the earliest days, workers washed refillable bottles by hand, sealed them with corks, and delivered the finished drinks by horse-drawn carriage.
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above.
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above.
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above.
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above.
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 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.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Capital Management | 13GPassive | 5.25% | 2.97M | Apr 29, 2026 |
| Vanguard Portfolio Management | 13GPassive | 5.25% | 2.97M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| J. Frank Harrison, III | 13D/AActivist | 15.1% | 10.04M | Feb 26, 2026 |
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. | ||||
| JFH III Harrison Family LLC | 13D/AActivist | 8% | 5.35M | Feb 26, 2026 |
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. | ||||
| JFH Family Limited Partnership-FH1 | 13D/AActivist | 8% | 5.35M | Feb 26, 2026 |
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. | ||||
| JFH3 Holdings LLC | 13D/AActivist | 5.9% | 3.91M | Feb 26, 2026 |
The Reporting Persons have acquired their shares of Common Stock for investment purposes and, in the case of J. Frank Harrison, III, in connection with compensation arrangements. The Reporting Persons may acquire or dispose of shares of Common Stock in the future depending upon market conditions, personal objectives and other facts and conditions. J. Frank Harrison, III is the Chairman and Chief Executive Officer of Consolidated and, in that capacity, may participate in discussions and formulate plans and proposals related to certain of the items discussed below. Except as otherwise described herein, the Reporting Persons do not presently have any plans or proposals which relate to or would result in: * the acquisition by any person of additional securities of Consolidated, or the disposition of securities of Consolidated; * an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Consolidated or any of its subsidiaries; * a sale or transfer of a material amount of assets of Consolidated or any of its subsidiaries; * any change in the present Board of Directors or management of Consolidated, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; * any material change in the present capitalization or dividend policy of Consolidated; * any other material change in Consolidated's business or corporate structure; * changes in Consolidated's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Consolidated by any person; * causing a class of securities of Consolidated to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; * a class of equity securities of Consolidated becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or * any action similar to any of those enumerated above. | ||||
| BlackRock, Inc. | 13G/APassive | 8.7% | 4.92M | Jan 21, 2026 |
| THE COCA-COLA COMPANY | 13D/AActivist | 0% | 0 | Nov 10, 2025 |
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. | ||||
| THE COCA-COLA TRADING COMPANY LLC | 13D/AActivist | 0% | 0 | Nov 10, 2025 |
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. | ||||