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Coca-Cola Consolidated, Inc.

For the period ended Nov 7, 2025. Filed Nov 7, 2025.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Nov 7, 2025 · Filed Nov 7, 2025

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COKE$207.89-2.2%Stored close · as of Nov 6, 2026
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Bridge Facility

In connection with the Repurchase, the Company entered into that certain Bridge Loan Agreement, dated as of November 7, 2025 (the “Bridge Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent (in such capacity the “Bridge Facility Administrative Agent”), which provides for a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $1.2 billion (the “Bridge Facility”) to fund the Repurchase. Also on November 7, 2025, the Company borrowed $1.2 billion under the Bridge Facility, the full amount available under the Bridge Facility. The loans under the Bridge Facility will mature on the date that is 364 days after the Repurchase Closing Date.

The amounts borrowed under the Bridge Facility bear interest at a per annum rate equal to Term SOFR plus the applicable rate. The applicable rates for Term SOFR rate loans are set out in a pricing grid based on the applicable rating for the Company’s long-term senior unsecured, non-credit-enhanced debt (the “Debt Rating”). The applicable rate for Term SOFR rate loans varies from 0.750% to 1.250%. Based on the Company’s current Debt Rating, the applicable rate for Term SOFR rate loans will be 1.000%. The Company may from time to time prepay amounts borrowed under the Bridge Facility without premium or penalty, provided that the Company complies with the notice and other requirements for prepayment set forth in the Bridge Credit Agreement. Under the Bridge Credit Agreement, the Company is required to prepay amounts borrowed under the Bridge Facility in the event of certain issuances of debt or equity securities, or a significant distribution of assets outside of the normal course of business.

The Bridge Credit Agreement contains certain representations, warranties and covenants customary for transactions of this type, including (i) limitations on the ability of the Company and its subsidiaries to incur indebtedness, dispose of all or substantially all of its assets, grant certain liens and enter into certain merger or consolidation transactions and (ii) two financial covenants: a “consolidated cash flow/fixed charges ratio” and a “consolidated funded indebtedness/cash flow ratio” (each as defined in the Bridge Credit Agreement). The consolidated cash flow/fixed charges ratio requires the Company to maintain a consolidated adjusted operating cash flow to consolidated adjusted fixed charges ratio of 1.5 to 1.0 or higher. The consolidated funded indebtedness/cash flow ratio requires the Company to maintain a consolidated adjusted funded indebtedness to consolidated adjusted operating cash flow ratio of 6.0 to 1.0 or lower.

The Bridge Credit Agreement contains events of default customary for transactions of this type, including, among others: (i) non-payment of amounts due thereunder, (ii) the material inaccuracy of representations or warranties made thereunder, (iii) non-compliance with covenants thereunder, (iv) non-payment of amounts due under, or the acceleration of, other indebtedness of the Company or its subsidiaries in excess of $150 million in the aggregate, (v) bankruptcy or insolvency events of the Company or its subsidiaries, (vi) unsatisfied judgments of the Company or its subsidiaries in excess of $150 million in the aggregate, individually or in the aggregate, outstanding for 30 days or more which are not being appealed or contested in good faith and (vii) a change of control of the Company. Upon the occurrence of an event of default under the Bridge Credit Agreement, the lender may terminate its commitment and accelerate the maturity of the Company’s outstanding obligations thereunder.

The Bridge Facility Administrative Agent and certain of its respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and/or other advisory services for the Company and its affiliates for which they have received, and/or will receive, customary fees and expenses.

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