COCA COLA CO KO

47% shingled-prose overlap between the two filings.

2025: 61,265 chars · 2026: 57,833 chars

• Committee Report:62% overlap (1,200 → 1,214 chars)
• Pay Ratio (Item 402(u)):65% overlap (3,436 → 3,436 chars)
• Say-on-Pay proposal:53% overlap (2,596 → 2,215 chars)

• newEXECUTIVE COMPENSATION SUMMARY
• newNamed Executive OfficersThis Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2025.
• newThe titles listed below for our Named Executive Officers reflect their positions as of December 31, 2025.JAMES QUINCEY ​JOHN MURPHY ​MANUEL ARROYO ​HENRIQUE BRAUN ​JENNIFER MANN​​​​Chairman of the Boardand Chief ExecutiveOfficer(1)​President and ChiefFinancial Officer​Executive Vice Presidentand Global Chief Marketing Officer(2)​Executive Vice President andChief Operating Officer(1)​Executive Vice Presidentand President, NorthAmerica operating unit
• new(1)Effective March 31, 2026, Mr. Quincey will serve as Executive Chairman of the Board and Mr. Braun will serve as Chief Executive Officer of the Company.
• new(2)Effective March 31, 2026, Mr. Arroyo will serve as Executive Vice President and Chief Marketing and Customer Commercial Officer of the Company.
• newBusiness Performance Highlights
• changed2025 2024Pay for Performance
• newIn 2025, the Committee set annual incentive targets at the midpoint of the Company’s publicly stated long-term growth plan, consistent with our historical approach and our commitment to aligning our executives’ interests with those of our shareowners.
• changedAs shown in the charts below, performance asmeasuredunder the ourannual incentive program met or exceeded both the ourlong-term growth plan and the targets we set, resulting whichaccordinglyresultedin above-target annual incentive payouts for our executives.
• newFor more information, see page 54.
• changed*Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions acquisitions,divestituresand divestitures, structuralchanges,as applicable, and the impact of fluctuations in foreign currency exchange rates.
• changedThese further structural adjustments to comparable currency neutral operating income (non-GAAP) growth resulted in 14% 18%growth as measured under the annual incentive program for “operating income growth.” See Annex C on page 109 113for reconciliations of non-GAAP financial measures to our results as reported under GAAP.
• changedFor more information on the non-GAAP financial measures chosen by the Committee for our Named Executive Officers’ compensation programs, see page 53. 52.
• newThe Coca-Cola Company482026 Proxy Statement
• new​​​​​​​​​​ Our Company VotingRoadmap Governance Share Ownership Compensation Audit Matters ShareownerProposals Annexes
• changedWith respect to ourlong-term incentives, performance asmeasuredunder the 2023-2025 our2022-2024PSU program reflects the strong momentum the Company has built beenbuildingover the past several years.
• newAll financial performance measures in the PSU program exceeded the maximum performance levels.
• newOur sustainability measures reflected threshold performance or below.
• newAs a result, the 2023-2025 PSU program delivered an above-target payout.
• newIn addition, the relative TSR modifier was applied for the performance period, as the Company’s TSR ranked above the 75th percentile of its TSR comparator group.
• newFor more information, see page 56.
• newReturns to Shareowners
• changedThe ReturnstoShareowners​TheCompany remains focused on achieving long-term earnings per share growth.
• newIn 2025, earnings per share reached $3.04, representing an increase of approximately 35% since 2021.
• changedIn February 2026, the Company 2025,weannounced a 3.9% 5.2%increase in the ourdividend per share of its Common Stock, marking whichisthe Company’s 64th 63rdconsecutive annual dividend increase.
• newIn 2025, the Company returned $8.8 billion to shareowners in the form of dividends.
• new2025 Compensation Outcomes
• changedThe 2024CompensationOutcomesTheCommittee is accountable for making decisionsaboutexecutive compensation decisions that are in the best long-term interests of our shareowners.
• changedIn 2025, 2024,94% of our CEO’s total direct compensation and 89% 87%of the other Named Executive Officers’ total direct compensation, on average, was performance-based. performance-based.TheadjacentchartsshowthebreakdownoftheelementsoftotaldirectcompensationforourNamedExecutiveOfficersin2024.
• newThe below charts show the breakdown of the elements of total direct compensation for our Named Executive Officers in 2025.
• newThe Coca-Cola Company492026 Proxy Statement
• new​​While we consider many factors in our pay decisions, we are guided by the following philosophies and core principles:​​​​​​​​​Pay for Performance​Alignment with Shareowners​​The vast majority of pay for executive officers is at-risk and performance-based, with measures aligned to the Company’s long-term growth plan.
• changedIn 2025, 2024,performance was assessed by evaluating the following:●The Company’s financial performance, including results against long-term growth targets●The Company’s non-financial performance, including results against predefined frameworks●Return to shareowners over time, both on an absolute basis and relative to our peers​Our peers​​Ourcompensation programs are designed to align our executives’ interests with those of our shareowners.
• changedThe vast Amajority of pay for our Named Executive Officers is tied to Company performance.
• newOur robust governance practices enable us to be good stewards of equity incentives.​​​​​​​Simplicity and Transparency​Development of Programs that Drive Long-Term Profitable Growth​​Our compensation programs include clear performance measures and line of sight for employees.​We invest in and reward talent with the greatest potential to drive the long-term profitable growth of our Company, while holding employees accountable to the Company’s strategy and values.​​​​​​​Recognition of Individual Performance​Consideration of the Coca-Cola System​​Our compensation programs reward individual performance in a number of areas that contribute to our growth and success.
• changedFor example, the Company’s executives are responsible for achievement of non-financial goals, which are critical to the long-term success of our business, reflect our external responsibility as global leaders, and add value for our shareowners and other stakeholders.Company executives’ stakeholders.Inaddition,individual performance against our cultural values and leadership behaviors is taken into consideration in our compensation programs.
• changedWhile the Company had $47.9 $47.1billion in 2025 2024reported net operating revenues and employed approximately 65,900 69,700people as of December 31, 2025, 2024,the Coca-Cola system generates more than $180 approximately$175billion in annual revenues, operates in more than 200 countries and territories, and employs approximately morethan700,000 people.
• newSystem-wide alignment and a shared vision of success are critical to driving long-term growth.​​​​​​​Alignment of Approach Across the Workforce​​Our people, at every level, are our most important asset.
• changedIn its discretion in determining CEO and Named Executive Officer pay, the Committee may also consider other factors that it regularly reviews, including shareowner and employee feedback, the shareowner advisory vote on executive compensation, compensationand CEO pay ratio, among other things.​​​​​ things.
• newThe Coca-Cola Company502026 Proxy Statement
• changedWhen evaluating pay reported in the 2025 2024Summary Compensation Table against Company performance, it is important to consider the timing of compensation decisions and to identify which performance period informs each of the annual and long-term incentive awards.
• changed●Annual ·Annualincentive awards reported for 2025 2024were decided in February 2026 2025and reflect performance throughout 2025 2024against targets and goals set in February 2025; 2024;and
• changed●Long-term ·Long-termincentive awards reported for 2025 2024were granted in February 2025, 2024,with vesting over a three- to four-year period, and are designed to incentivize and reward the individual’s potential to drive future growth for the Company.
• changedHighlights from our 2025 2024agenda are set forth inthetablebelow.
• newJANUARY - MARCHAPRIL - JUNE●Reviewed overall robustness and rigor of performance measures and targets●Finalized performance measures and targets for upcoming performance cycles●Approved annual and long-term incentive award opportunities for executive officers●Reviewed key components of talent, leadership and culture strategy​●Reviewed results of “say-on-pay” advisory vote●Conducted shareowner outreach to gather feedback on the “say-on-pay” advisory vote​​OCTOBER - DECEMBERJULY - SEPTEMBER●Reviewed key components related to talent, leadership and culture strategy●Reviewed risk assessment of compensation programs●Benchmarked compensation program designs and pay opportunities against the compensation comparator group​●Reviewed program designs for the upcoming year●Evaluated and set compensation comparator group to be used for upcoming year
• changed​WHATWEDOWhat We Do●Base DON’TDOBasethe vast majority of executive pay on business performance and shareowner returns; pay is not guaranteed●Align guaranteed​NoemploymentcontractsunlessrequiredbylawAlignpay outcomes with individual and Company performance●Set performance​NodividendsordividendequivalentsonunearnedPSUsorRSUsSetrobust incentive targets derived from long-term growth plan●Maintain plan​NorepricingofunderwaterstockoptionsMaintainan equity burn rate of 0.4% or less●Apply less​Notaxgross-upsforpersonalaircraftuseorfinancialplanningApplyshare ownership and share retention policies●Provide policies​NospecialchangeincontrolseveranceprovisionsforexecutiveofficersProvidelimited perquisites with sound business rationale●Include rationale​Notaxgross-upsrelatedtochangeincontrolInclude“double-trigger” change in control provisions in equity awards●Prohibit awards​​​Prohibitshort sales, hedging and pledging of Company stock by executive officers and Directors●Provide Directors​​​Providecompetitive pay opportunities compared to an appropriate set of peer companies●Measure companies​​​Measureour relative performance on TSR against a predetermined peer group●Regularly group​​​Regularlyassess the risk-reward balance of our compensation programs to mitigate undue risks in our programs●Include programs​​​Includeclawback provisions in our compensation programs​What We Don’t Do●No employment contracts unless required by law●No dividends or dividend equivalents on unearned PSUs or RSUs●No repricing of underwater stock options●No tax gross-ups for personal aircraft use or financial planning●No special change in control severance provisions for executive officers●No tax gross-ups related to change in control programs​​​
• newThe Coca-Cola Company512026 Proxy Statement
• newELEMENTS OF EXECUTIVE COMPENSATION
• newWe generally provide three elements of total direct compensation to our Named Executive Officers: base salary, annual incentive and long-term incentive, which are described below.
• newIn addition, we provide limited perquisites (see page 59) and standard retirement and benefit plans (see page 62).
• new​​Element ​ ​ ​Form ​ ​ ​Key Features​​Base Salary ​Cash​Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role.
• newBase salary is reviewed and adjusted when appropriate to maintain market competitiveness.
• newIncreases in base salary are not automatic or guaranteed.Performance-Based​Annual Incentive ​Cash​Variable cash compensation designed to reward results from the prior year.
• newThe 2025 annual incentive program is based on the following:●Company and operating unit financial measures (net operating revenue growth and operating income growth)●Individual performance​Long-Term Incentive ​Stock Options​Equity awards designed to motivate executives and reward potential to drive long-term growth, as well as to align the interests of employees with those of shareowners.
• newGrants for Named Executive Officers are awarded in the form of stock options and PSUs.Performance measures for the PSUs granted in 2025 were as follows:●Net operating revenue growth●EPS growth●Free cash flow●Relative TSR modifier​​Performance Stock Units (PSUs)​
• changedImportant Facts About Our 2025 2024Incentive Targets
• changedRIGOR ​​RIGOROF INCENTIVE TARGETS​​CHOICE TARGETS​CHOICEOF INCENTIVE MEASURES​​​​The MEASURESTheCommittee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short term and long term and establishing realistic but rigorous targets that continue to attract, motivate and retain executives.In 2025, 2024,the Committee continued to dedicate time to assess the robustness and rigor of our incentive targets, considering the following:●Performance following:•Performancelevels in line with our long-term growth plan and shareowner expectations●The expectations•Thelikelihood of achieving various levels of performance, including consideration of macroeconomic factors●Measures, factors•Measures,program designs and results at companies in our comparator group​The key financial measures in our incentive plans align with our growth strategy, are widely used to evaluate the success of our business by investors, are prevalent among our compensation comparator group, and are highly correlated with long-term value creation.
• changedWe make certain adjustments when calculating these results, including adjustments to account for the impact of foreign currency exchange rate fluctuations, items impacting comparability, changes in financial accounting reporting regulations, and certain acquisitions costsand divestitures. otherfinancialimplicationsassociatedwithcertaincorporatetransactions.
• changedOur long-term incentive program is also adjusted for impacts arising from the Statutory Notice of Deficiency from the United States Internal Revenue Service (“IRS”) IRSreceived on September 17, 2015 (the “2015 Notice of Deficiency”), 2015,if applicable.Our incentive targets are currency neutral because the Committee believes these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations.
• changedThis philosophy has been in place for many severalyears, and we review this regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations.​​​​​ fluctuations.
• newThe Coca-Cola Company522026 Proxy Statement
• changedThe table below outlines the base salaries for the Named Executive Officers as of December 31, 2024 2023and December 31, 2025, 2024,respectively.
• changedIn connection with Mr. Braun’s promotion to Executive Vice President and Chief Operating Officer, his base salary was increased, increasedto$1,050,000,effective January 1, 2025.
• newIn April 2025, adjustments were made to the salaries of Messrs.
• newMurphy and Arroyo and Ms. Mann to align with market competitiveness.
• new​​​​​​​​​Base Salary​Base Salary​​(12/31/2024)​(12/31/2025)Name ​ ​ ​($) ​ ​ ​($)Mr. Quincey*​$ 1,675,000​$ 1,675,000Mr. Murphy​ 1,108,640​ 1,152,986Mr. Arroyo​ 724,130​ 738,613Mr. Braun​ 735,000​ 1,050,000Ms. Mann​ 730,080​ 900,000
• newEffective March 31, 2026, (i) in connection with Mr. Quincey’s transition to Executive Chairman of the Board, his base salary will be $1,200,000; and (ii) in connection with Mr. Braun’s appointment to Chief Executive Officer of the Company, his base salary will be $1,450,000.
• changedAwards for our Named Executive Officers are determined based on a formula with predefined financial andnon-financialmeasures (the (suchmeasures,together,the“Business Performance Factor”), aligned with the Company’s long-term growth strategy, as well as each executive’s individual performance (the “Individual (“IndividualPerformance Amount”).
• new​​​​​​​​​​​​​BASE SALARYTARGET PERCENTAGEBUSINESS PERFORMANCE FACTORINDIVIDUAL PERFORMANCE AMOUNTANNUAL INCENTIVE AMOUNT​​​​
• changedActual awards under the Annual Incentive Plan for the Named Executive Officers are primarily driven by the Business Performance Factor, which follows a formulaic calculation utilizing financial performance targets andnon-financialgoalsdetermined at the outset of the performance period.
• changedFor 2025, 2024,the Committee selected net operating revenue growth and operating income growth as the financial performance measures used to determine forthe Business Performance Factor.
• newConsistent with this practice, for 2025, the Committee set the targets at the midpoint of the Company’s long-term growth plan for both metrics.
• changedQuincey, Murphy, Arroyo and Braun, the Committee approved a Business Performance Factor design that was weighted 50% 45%for overall Company net operating revenue growth and 50% growth,45%for overall Company operating income growth (together, “Overall Company Performance”). FinancialPerformance”)and10%fortheInclusionComponents.
• changedFor Ms. Mann, who had responsibility in2024for the Company’s North America operating unit (“NAOU”) in 2025, (“NAOU”),the Committee approved a Business Performance Factor design that was weighted 2/3 60%for Overall Company Performance and 1/3 FinancialPerformance;30%for the performance of the NAOU, measured by the net operating revenue growth and operating income growth of the NAOU, each weighted equally. equally;and10%fortheInclusionComponents.
• newActual net operating revenue and operating income growth results were rounded to the nearest half percent.
• changedFor 2025, the Business financialPerformance Factor could range from 0% to 200% of the target incentive: measures,a minimum threshold must have been achieved, achievedand the maximum performance level was set to be difficult.
• newThe Coca-Cola Company532026 Proxy Statement
• changedThe overall financial targets andnon-financialgoalsand results for the Company for 2025 2024were as follows:
• newPerformance MeasureTarget*Actual PerformanceResultWeightingWeighted Result​​​​​​Net Operating RevenueGrowth**5.0%100%50%​​​​​​​​​​Operating Income Growth**14.0%200%100%​​​​​Business Performance Factor150%
• changedOperating income growth, as outlined in our annual incentive program, is comparable currency neutral (adjusted for structural changes), which is a non-GAAP financial measure that excludes or has otherwise been adjusted toaccountfor items impacting comparability, the impact of fluctuations in foreign currency exchange rates, and the impact of structural changes, as applicable.

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