KO — filing

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future result s.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of common stock of the Company made during the three months ended September 27, 2024 by the Company or any "affiliated purchaser" of the Company as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended ("Exchange Act"):

Period Total Number of Shares Purchased 1

Average

Price Paid

Per Share Total Number of

Shares Purchased as Part of the Publicly

Announced Plan 2

Maximum Number

of Shares That May

Yet Be Purchased

Under the Publicly

Announced Plan

June 29, 2024 through July 26, 2024 761,311 $ 64.13 749,000 89,232,697

July 27, 2024 through August 23, 2024 1,459,485 68.71 1,459,100 87,773,597

August 24, 2024 through September 27, 2024 3,458,132 71.59 2,929,500 84,844,097

Total 5,678,928 $ 69.85 5,137,600

1 The total number of shares purchased includes: (1) shares purchased, if any, pursuant to the 2019 Plan described in footnote 2 below and (2) shares surrendered, if any, to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees.

2 In February 2019, the Company publicly announced that our Board of Directors had authorized a plan ("2019 Plan") for the Company to purchase up to 150 million shares of our common stock. This column discloses the number of shares purchased, if any, pursuant to the 2019 Plan during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act).

Item 5. Other Information

During the fiscal quarter ended September 27, 2024, none of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.