Item 1.01. Entry into a Material Definitive Agreement.

Entry into Purchase and Sale Agreement

On March 17, 2022, CCBCC Operations, LLC ("Operations"), a wholly owned subsidiary of Coca-Cola Consolidated, Inc. (the "Company"), entered into a definitive purchase and sale agreement (the "Purchase and Sale Agreement") with Harrison Limited Partnership One ("HLP"), pursuant to which Operations purchased the Snyder Production Center and an adjacent sales facility in Charlotte, North Carolina (the "Property") from HLP on such date for a purchase price of $60 million. HLP is directly and indirectly owned by trusts of which J. Frank Harrison, III, the Company's Chairman of the Board of Directors and Chief Executive Officer, and Sue Anne H. Wells, a former director of the Company and a greater than 5% beneficial owner of the Company, are trustees and beneficiaries and of which Morgan H. Everett, Vice Chair of the Company's Board of Directors, is a permissible, discretionary beneficiary.

The Purchase and Sale Agreement contains representations, warranties and covenants that are customary for transactions of this type.

The Purchase and Sale Agreement provides for the termination of that certain lease agreement with respect to the lease of the Property, dated as of March 23, 2009, by and between the Company, as tenant, and HLP, as landlord (as amended by that certain first amendment to lease agreement, dated as of June 30, 2020), upon the conveyance of the Property from HLP to Operations on March 17, 2022.

The foregoing description of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Entry into Stockholder Conversion Agreement

Also on March 17, 2022, the Company entered into a stockholder conversion agreement (the "Stockholder Conversion Agreement") with the JFH Family Limited Partnership-SW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the JFH Family Limited Partnership-DH1 and the Anne Lupton Carter Trust f/b/o Deborah S. Harrison (collectively, the "Converting Stockholders"), pursuant to which the Company and the Converting Stockholders agreed upon the process for converting an aggregate of 1,227,546 shares of the Company's Class B Common Stock owned by the Converting Stockholders on a one share for one share basis into shares of the Company's Common Stock, effective as of March 17, 2022 (the "Converted Shares"). In the Stockholder Conversion Agreement, the Company agreed to cause the Converted Shares to be registered for resale pursuant to the Company's existing automatic shelf registration statement and the Converting Stockholders agreed to certain restrictions on their resale of the Converted Shares, including a trade volume limitation that prohibits the sale of more than 175,000 of the Converted Shares in the aggregate during any three-consecutive month period.

The foregoing description of the Stockholder Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The disclosure required by this Item 1.02 and included in Item 1.01 above is incorporated by reference into this Item 1.02.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b) On March 17, 2022, Sue Anne H. Wells provided notice of her decision to resign from the Board of Directors of the Company, effective as of such date. Dr. Wells is resigning for personal reasons and not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On March 18, 2022, John W. Murrey, III provided notice of his decision to retire from the Board of Directors of the Company, effective as of May 10, 2022, the date of the Company's 2022 Annual Meeting of Stockholders. Mr. Murrey is retiring for personal reasons and not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.




Item 8.01. Other Events.

In connection with the Company's entry into the Stockholder Conversion Agreement discussed in Item 1.01 above, J. Frank Harrison, III, the Company's Chairman of the Board of Directors and Chief Executive Officer, made a communication to certain members of the Company's senior leadership, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit                                                         Incorporated by Reference or
  No.                         Description                         Filed/Furnished Herewith

 10.1         Purchase and Sale Agreement, dated as of          Filed herewith.
            March 17, 2022, by and between CCBCC
            Operations, LLC, a wholly owned subsidiary of
            the Company, and Harrison Limited Partnership
            One.

 10.2         Stockholder Conversion Agreement, dated as of     Filed herewith.
            March 17, 2022, by and among the Company, the
            JFH Family Limited Partnership-SW1, the Anne
            Lupton Carter Trust f/b/o Sue Anne H. Wells,
            the JFH Family Limited Partnership-DH1 and the
            Anne Lupton Carter Trust f/b/o Deborah S.
            Harrison.

 99.1         Internal Communication from the Company's         Filed herewith.
            Chairman of the Board of Directors and Chief
            Executive Officer, dated March 23, 2022.

  104       Cover Page Interactive Data File - the cover        Filed herewith.
            page interactive data file does not appear in
            the Interactive Data File because its XBRL tags
            are embedded within the Inline XBRL document.

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