Coca-Cola Consolidated, Inc.COKE

Coca-Cola Consolidated, Inc. Earnings Per Share Disclosure

10-KFiled Feb 18, 20265 min read
Net Income Per Share
The following table sets forth the computation of basic net income per share and diluted net income per share under the two-class method. See Note 1 for additional information related to net income per share.

 Fiscal Year
(in thousands, except per share data)202520242023
Numerator for basic and diluted net income per Common Stock and Class B Common Stock share:
Net income$570,582 $633,125 $408,375 
Less dividends:
Common Stock76,625 165,541 41,844 
Class B Common Stock10,048 20,094 5,024 
Total undistributed earnings$483,909 $447,490 $361,507 
Common Stock undistributed earnings – basic$425,826 $397,753 $322,760 
Class B Common Stock undistributed earnings – basic58,083 49,737 38,747 
Total undistributed earnings – basic$483,909 $447,490 $361,507 
Common Stock undistributed earnings – diluted$425,308 $397,187 $322,120 
Class B Common Stock undistributed earnings – diluted58,601 50,303 39,387 
Total undistributed earnings – diluted$483,909 $447,490 $361,507 
Numerator for basic net income per Common Stock share:
Dividends on Common Stock$76,625 $165,541 $41,844 
Common Stock undistributed earnings – basic425,826 397,753 322,760 
Numerator for basic net income per Common Stock share$502,451 $563,294 $364,604 
Numerator for basic net income per Class B Common Stock share:
Dividends on Class B Common Stock$10,048 $20,094 $5,024 
Class B Common Stock undistributed earnings – basic58,083 49,737 38,747 
Numerator for basic net income per Class B Common Stock share$68,131 $69,831 $43,771 
Numerator for diluted net income per Common Stock share:
Dividends on Common Stock$76,625 $165,541 $41,844 
Dividends on Class B Common Stock assumed converted to Common Stock10,048 20,094 5,024 
Common Stock undistributed earnings – diluted483,909 447,490 361,507 
Numerator for diluted net income per Common Stock share$570,582 $633,125 $408,375 
Numerator for diluted net income per Class B Common Stock share:
Dividends on Class B Common Stock$10,048 $20,094 $5,024 
Class B Common Stock undistributed earnings – diluted58,601 50,303 39,387 
Numerator for diluted net income per Class B Common Stock share$68,649 $70,397 $44,411 
Denominator for basic net income per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – basic73,658 80,348 83,690 
Class B Common Stock weighted average shares outstanding – basic10,047 10,047 10,047 
Denominator for diluted net income per Common Stock and Class B Common Stock share:
Common Stock weighted average shares outstanding – diluted (assumes conversion of Class B Common Stock to Common Stock)83,807 90,524 93,923 
Class B Common Stock weighted average shares outstanding – diluted10,149 10,176 10,233 
Fiscal Year
(in thousands, except per share data)202520242023
Basic net income per share:
Common Stock$6.82 $7.01 $4.36 
Class B Common Stock$6.78 $6.95 $4.36 
Diluted net income per share:
Common Stock$6.81 $6.99 $4.35 
Class B Common Stock$6.76 $6.92 $4.34 

NOTES TO TABLE

(1)For purposes of the diluted net income per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted; therefore, 100% of undistributed earnings is allocated to Common Stock.
(2)For purposes of the diluted net income per share computation for Class B Common Stock, weighted average shares of Class B Common Stock are assumed to be outstanding for the entire period and not converted.
(3)For periods presented during which the Company has net income, the denominator for diluted net income per share for Common Stock and Class B Common Stock includes the dilutive effect of unvested performance shares relative to the Long-Term Performance Equity Plan. For periods presented during which the Company has net loss, the unvested performance shares granted pursuant to the Long-Term Performance Equity Plan are excluded from the computation of diluted net loss per share, as the effect would have been anti-dilutive. See Note 2 for additional information on the Long-Term Performance Equity Plan.
(4)The Long-Term Performance Equity Plan awards may be settled in cash and/or shares of Class B Common Stock. Once an election has been made to settle an award in cash, the dilutive effect of unvested performance shares relative to such award is prospectively removed from the denominator in the computation of diluted net income per share.
(5)The Company did not have anti-dilutive unvested performance shares for any periods presented.
(6)On November 7, 2025, the Company entered into the Repurchase Agreement with the Seller, The Coca-Cola Company and J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, pursuant to which the Company agreed to purchase and the Seller agreed to sell all 18,835,460 of the Seller’s shares of Common Stock.
(7)On March 4, 2025, the Company announced that its Board of Directors had approved the Stock Split of Common Stock and Class B Common Stock. The Stock Split was effected through the Amendment. The Amendment also effected a proportionate increase in the number of authorized shares of Common Stock and Class B Common Stock. The Amendment obtained stockholder approval at the Company’s 2025 Annual Meeting of Stockholders, which took place on May 13, 2025. Each stockholder of record as of the close of business on May 16, 2025 received nine additional shares for each share of Common Stock or Class B Common Stock held as of such date reflected in the stockholder’s account on May 23, 2025. Trading began on a split-adjusted basis on May 27, 2025. All share or per share amounts reflected above have been retroactively adjusted to reflect the effects of the Stock Split.
(8)On August 20, 2024, the Company announced that its Board of Directors had approved a share repurchase program (the “Share Repurchase Program”) under which the Company was initially authorized to repurchase up to $1.00 billion of Common Stock. On November 7, 2025, the Company’s Board of Directors reduced the total authorization under the Share Repurchase Program from $1.00 billion to $400.0 million. The share repurchase authorization is discretionary and has no expiration date. There were 1,778,081 shares of Common Stock repurchased under the Share Repurchase Program during 2025. Refer to “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for further details related to the Share Repurchase Program.
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Historical Timeline

Fiscal YearFiled
2025Feb 18, 2026Showing above
2024Feb 20, 2025

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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