Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023     COCA-COLA CONSOLIDATED, INC. (Exact name of registrant as specified in its charter)       Delaware   0-9286   56-0950585 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   4100 Coca-Cola Plaza Charlotte , NC     28211 (Address of principal executive offices)     (Zip Code) Registrant’s telephone number, including area code: (980) 392-8298     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $1.00 per share   COKE   The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 8.01. Other Events. On December 14, 2023, Coca-Cola Consolidated, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the SEC on December 14, 2023 (Registration No. 333-276049) (the “Registration Statement”), registering 666,147 shares of the Company’s Common Stock, par value $1.00 per share, under the Securities Act of 1933, as amended, for resale by certain selling stockholders of the Company identified in the Prospectus Supplement (the “Selling Stockholders”). The shares of Common Stock covered by the Prospectus Supplement represent shares issued to the Selling Stockholders upon the conversion on March 17, 2022 of an aggregate of 1,227,546 shares of the Company’s Class B Common Stock on a one share for one share basis into shares of the Company’s Common Stock. The Company will not receive any proceeds from any sale of such shares of Common Stock by the Selling Stockholders. The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference into the Registration Statement the items filed herewith as Exhibits 5.1 and 23.1.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description         Incorporated by Reference or Filed/Furnished Herewith   5.1    Opinion of Moore & Van Allen PLLC.       Filed herewith. 23.1    Consent of Moore & Van Allen PLLC (included in Exhibit 5.1).       Filed herewith. 104    Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.       Filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       COCA-COLA CONSOLIDATED, INC. Date: December 14, 2023     By:   /s/ E. Beauregarde Fisher III       E. Beauregarde Fisher III       Executive Vice President, General Counsel and Secretary