What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 233 added, 188 removed, 779 unchanged (35% of the section changed)

3 unchanged sentences

(Thousands, except par value)

June 30, 2025

September 30, 2025

December 31, 2024

24 unchanged sentences

Commitments and contingencies (Note 19)

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively, $ 11.50 liquidation value

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively, $ 11.50 liquidation value

Shareholders' Equity

Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.01 par value, 300,000 shares authorized, 94,708 shares and 94,221 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 300,000 shares authorized, 96,825 shares and 94,221 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Thousands, except per share data)

3 unchanged sentences

Impairment charges

Loss on disposal of property, plant and equipment

Loss (gain) on disposal of property, plant and equipment

Total operating expenses

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Other comprehensive income (loss), net of tax:

11 unchanged sentences

Income (Loss)

Balance at March 31, 2024

Balance at June 30, 2025

Net income (loss)

Issuance of common shares related to "at-the-market" offering program, net of issuance costs

Issuance of common shares related to stock options exercised

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at September 30, 2025

Balance at June 30, 2024

Balance at March 31, 2025

Net income (loss)

Issuance of common shares related to warrant exchange

Issuance of common shares related to conversion of Series A Convertible Preferred Shares

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at June 30, 2025

Balance at September 30, 2024

See accompanying notes to condensed consolidated financial statements.

8 unchanged sentences

Issuance of common shares related to "at-the-market" offering program, net of issuance costs

Issuance of common shares related to stock options exercised

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at June 30, 2024

Balance at September 30, 2025

Balance at December 31, 2023

Net income (loss)

Issuance of common shares related to "at-the-market" offering program, net of issuance costs

Issuance of common shares related to stock options exercised

Issuance of common shares related to warrant exchange

Issuance of common shares related to conversion of Series A Convertible Preferred Shares

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at June 30, 2025

Balance at September 30, 2024

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

6 unchanged sentences

Write-off of unamortized deferred financing fees

(Gain) loss on disposal of property, plant and equipment

Loss on disposal of property, plant and equipment

Gain on de-consolidation of Rwanda Trading Company

16 unchanged sentences

Proceeds from sale of property, plant and equipment

Proceeds from deferred purchase price of sold trade receivables

Net cash used in investing activities

9 unchanged sentences

Net proceeds from (repayments of) repurchase agreements

Net change in unremitted cash collections from servicing factored receivables

Proceeds from exercise of stock options

9 unchanged sentences

Property, plant and equipment acquired but not yet paid

The total cash and cash equivalents and restricted cash at June 30, 2025 and 2024 is as follows:

June 30, 2025

June 30, 2024

Amounts obtained as beneficial interest in sold trade receivables

The total cash and cash equivalents and restricted cash at September 30, 2025 and 2024 is as follows:

September 30, 2025

September 30, 2024

Cash and cash equivalents

24 unchanged sentences

The Company contributed its ownership interest in Rwanda Trading Company (“RTC”) and $ 100,000 in cash in exchange for a 49.9 % ownership interest in the Rwandan JV.

At June 30, 2025, the Company’s investment and maximum exposure to loss is $ 1.6 million, which is recorded in other long-term assets on the Condensed Consolidated Balance Sheets.

As a result of the transaction, the Company has de-consolidated RTC, de-recognizing $ 9.3 million of assets, including approximately $ 2.9 million of cash and cash equivalents, and $ 10.3 million of liabilities that were previously reported within our Sustainable Sourcing & Traceability (“SS&T”) segment.

As a result of the transaction, the Company de-consolidated RTC, de-recognizing $ 9.3 million of assets, including approximately $ 2.9 million of cash and cash equivalents, and $ 10.3 million of liabilities that were previously reported within our Sustainable Sourcing & Traceability (“SS&T”) segment.

Upon de-consolidation, the Company recognized a $ 2.3 million gain during the three months ended June 30, 2025, which is recorded in other, net on the Condensed Consolidated Statements of Operations.

4 unchanged sentences

Securities and Exchange Commission (“SEC”) on March 12, 2025.

Accordingly, certain

significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

Accordingly, certain significant accounting policies and other disclosures normally provided have been omitted from the accompanying

Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

Summary of Significant Accounting Policies

9 unchanged sentences

The Company believes that projected cash flow from operations, including current projections of the timing and amount of cash flows to be generated from our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”), and available borrowings under its Credit Agreement, as amended, as described in Note 10, will be sufficient to fund operations and to maintain covenant compliance for at least the next twelve months.

However, during the six months ended June 30, 2025, the Company incurred net losses of $ 48.8 million and net cash outflows from operating activities of $29.1 million.

However, during the nine months ended September 30, 2025, the Company incurred net losses of $ 67.9 million and net cash outflows from operating activities of $ 55.7 million.

If we are unable to achieve our profitability growth projections and maintain our covenant leverage ratio and minimum liquidity requirements, as a result of, for example, experiencing any adverse impact of changes or further delays in the estimated timing and volume of products to be commercialized in our Conway Facility over the next twelve months, and generate sufficient cash flows from operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants.

2 unchanged sentences

However, our pricing increases often lag our cost increases, including increases in commodity costs, which will impact our liquidity.

As further discussed in Note 10, on January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No.

4 to its Credit Agreement (as defined in Note 10), which increased available borrowings under the Credit Agreement by $ 25.0 million and modified certain financial covenants.

However, as management’s ability to amend its financial covenants cannot be assured, if necessary, management has committed to delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants.

As further discussed in Restructuring Activities below, during 2024 the Company consolidated its manufacturing operations, completed the sale of its West Winds facility, and executed a targeted reduction in excess workforce capacity, which were designed to improve operational efficiency.

If required, the Company will further reduce operating costs to ensure compliance with its financial covenants.

As further discussed in Note 21, on November 4, 2025, the Company sold and issued in a private placement $ 30.0 million in aggregate principal amount of 5.00 % convertible senior notes due 2031 and entered into an Incremental Assumption Agreement and Amendment No.

5 to its Credit Agreement (as defined in Note 10), which modified certain financial covenants.

However, as management’s ability to raise additional capital or amend its financial covenants cannot be assured, if necessary, management has committed to delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants.

If required, the Company will reduce operating costs to ensure compliance with its financial covenants.

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

7 unchanged sentences

Activity in the allowance for credit losses was as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Balance at beginning of period

5 unchanged sentences

As a part of the Factoring Agreement, we perform certain collection and administrative functions for the receivables sold.

During the six months ended June 30, 2025, the Company received $ 35.0 million of proceeds under the Factoring Agreement, and approximately $ 0.4 million of fees were incurred associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Cash received from the sale of receivables under the Factoring Agreement is classified within operating activities in the Condensed Consolidated Statements of Cash Flows, and fees, when incurred, will be recorded within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

During the nine months ended September 30, 2025, the Company received cash proceeds of $ 113.4 million related to the sale of receivables under the Factoring Agreement, remitted approximately $ 78.5 million of customer payments to the Factor, and incurred approximately $ 1.0 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

At September 30, 2025, the Company held $ 7.9 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Condensed Consolidated Balance Sheets.

At September 30, 2025 and December 31, 2024, there was $ 1.4 million and $ 0 , respectively, of Deferred Purchase Price on the sold receivables, as defined in the Factoring Agreement, recorded within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

Cash received from the initial sale of receivables under the Factoring Agreement is classified within operating activities, and cash received from any Deferred Purchase Price is classified within investing activities in the Condensed Consolidated Statements of Cash Flows.

Inventories are stated at the lower of cost, determined on the average cost method, or net realizable value.

3 unchanged sentences

We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, we recognized $ 9.2 million and $ 10.7 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and six months ended June 30, 2024, we recognized $ 1.7 million and $ 1.0 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and nine months ended September 30, 2025, we recognized $ 7.3 million of net unrealized gains and $ 3.4 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and nine months ended September 30, 2024, we recognized $ 2.7 million and $ 3.7 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Capitalized Interest

1 unchanged sentence

The amount of interest capitalized is based on eligible expenditures incurred during the period involved in bringing the assets to their intended use and the Company’s weighted-average interest rate during the period.

For the three and six months ended June 30, 2025, we capitalized $ 0.4 million and $ 0.6 million of interest costs, respectively.

For the three and six months ended June 30, 2024, we capitalized $ 4.3 million and $ 7.2 million of interest costs, respectively.

For the three and nine months ended September 30, 2025, we capitalized $ 0.2 million and $ 0.8 million of interest costs, respectively.

For the three and nine months ended September 30, 2024, we capitalized $ 4.0 million and $ 11.1 million of interest costs, respectively.

Supply Chain Finance Program

6 unchanged sentences

Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Condensed Consolidated Statements of Cash Flows.

At June 30, 2025 and December 31, 2024, there were $ 98.3 million and $ 78.8 million of obligations outstanding under the Program, respectively.

At September 30, 2025 and December 31, 2024, there were $ 98.7 million and $ 78.8 million of obligations outstanding under the Program, respectively.

Green Coffee Repurchase Program

1 unchanged sentence

The Commodity Program is uncommitted and may be canceled by the financing provider at any time.

At June 30, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $ 9.9 million and $ 0 , respectively, of green coffee from the financing provider.

At September 30, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $ 11.8 million and $ 0 , respectively, of green coffee from the financing provider.

The liability for Repo Transactions is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

8 unchanged sentences

During the second quarter of 2024, the Company committed to a plan to consolidate its manufacturing operations in its Beverage Solutions segment, which resulted in the closure and sale of its West Winds manufacturing facility in Concord, North Carolina, and the closure of its manufacturing facility in Richmond, California.

All production from the impacted

facilities was consolidated into other facilities operated by the Company in Concord, North Carolina and Conway, Arkansas.

All production from the impacted facilities was consolidated into other facilities operated by the Company in Concord, North Carolina and Conway, Arkansas.

The closure of the West Winds facility was completed as of June 30, 2024, and the Company completed the sale of the associated land and buildings during the fourth quarter of 2024.

Production in our Richmond, California facility ceased during the third quarter of 2024.

During the three and six months ended June 30, 2024, the Company incurred impairment charges of approximately $ 0.8 million on equipment associated with the plant consolidations, which is reported within impairment charges on the Condensed Consolidated Statements of Operations.

The Company incurred total costs related to the plant consolidations of $ 4.0 million, of which $ 3.2 million was incurred during the year ended December 31, 2024 and approximately $ 0.8 million was incurred during the six months ended June 30, 2025.

During the three and nine months ended September 30, 2024, the Company incurred impairment charges of approximately $ 1.2 million and $ 2.0 million, respectively on equipment associated with the plant consolidations, which is reported within impairment charges on the Condensed Consolidated Statements of Operations.

These charges primarily relate to costs to remove and re-install production equipment into other manufacturing facilities.

1 unchanged sentence

As a result of this reduction, and the impacts of the consolidation of manufacturing facilities noted above, the Company recognized approximately $ 4.7 million of one-time employee severance costs during the year ended December 31, 2024.

At June 30, 2025, less than $ 0.1 million of such termination benefits were accrued for within accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

At September 30, 2025, there were no amounts accrued for related to such termination benefits.

The following table summarizes the changes in the Company’s accrual for such employee termination benefits:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Balance at beginning of period

7 unchanged sentences

As discussed in Note 2, on April 1, 2025, the Company entered into an agreement with ECOM that combines Westrock’s and ECOM’s Rwandan export operations.

As a result of the transaction, Westrock holds a 49.9 % equity method investment in the joint venture valued at $ 1.6 million, which is reported in other long-term assets on the Condensed Consolidated Balance Sheets.

As of September 30, 2025, Westrock holds a 49.9 % equity method investment in the joint venture with a balance of $ 7.5 million, which is reported in other long-term assets on the Condensed Consolidated Balance Sheets.

Our proportionate share of the income or loss of the joint venture is reported in equity in (earnings) loss from unconsolidated entities on the Condensed Consolidated Statements of Operations, and is reported in the results of our SS&T segment.

At-the-Market Common Stock Offering Program

We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time.

Under the Registration Statement, we have established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock not to exceed 5,000,000 Common Shares in the aggregate.

This program is intended to provide additional financial flexibility and an alternative mechanism to access the capital markets at an efficient cost as and when we need financing, including for acquisitions.

During the three and nine months ended September 30, 2025, the Company sold 1,909,676 Common Shares under the ATM Program, generating gross proceeds of $ 12.1 million.

The Company incurred equity issuance costs, primarily consisting of commissions, of approximately $ 0.2 million, during the three and nine months ended September 30, 2025, which were recorded as a direct reduction in additional paid-in-capital.

As of September 30, 2025, there were 3,030,324 remaining shares authorized to be sold under the ATM Program.

We account for income taxes under the asset and liability method.

7 unchanged sentences

We re-evaluate our need for a valuation allowance on a quarterly basis.

The effective income tax rates for the six months ended June 30, 2025 and 2024 were ( 3.1 )% and ( 2.9 )%, respectively.

The effective income tax rates for the nine months ended September 30, 2025 and 2024 were ( 2.0 )% and ( 2.3 )%, respectively.

The Company’s effective tax rate for the current period differs from the federal statutory rate primarily due to an increase in the valuation allowance against domestic deferred tax assets.

The effective tax rate for the six months ended June 30, 2025 differs from the effective tax rate for the same period in 2024 primarily due to certain permanent differences, including the Global Intangible Low-Taxed Income ("GILTI") inclusion and nondeductible expenses related to executive compensation, and discrete items.

On December 20, 2021, the Organization for Economic Co-operation and Development ("OECD") released Pillar Two Model Rules, which provide for a global minimum tax of 15% on multinational entities.

Although the United States has not yet adopted the Pillar Two Model Rules, several foreign countries have enacted Pillar Two legislation since 2023.

The impact of Pillar Two on the Company's 2025 effective tax rate is expected to be minimal.

Management will continue to monitor future Pillar Two legislation in relevant jurisdictions for any impacts to the Company's effective tax rate.

The effective tax rate for the nine months ended September 30, 2025 differs from the effective tax rate for the same period in 2024 primarily due to foreign income taxes.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two Model Rules, which provide for a global minimum tax of 15% on multinational enterprises (“MNEs”).

Several foreign countries have enacted Pillar Two legislation since 2023, and while the United States recently reached an agreement with the G7 nations to exempt U.S.-parented MNEs from key aspects of Pillar Two, how and when the exemption will be implemented remains uncertain.

The impact of Pillar Two on the Company’s 2025 effective tax rate is expected to be

Management will continue to monitor future Pillar Two developments for any impacts to the Company’s effective tax rate.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law in the United States.

The Act contains several provisions related to income taxes, including the extension of many expiring provisions from the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and restoration of the favorable tax treatment for certain business provisions, including the interest limitation under Section 163(j).

The Company is currently evaluating the impact of the Act.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2026.

The effects of the Act were incorporated into our income tax provision for the nine months ended September 30, 2025 and there was no material impact to our income tax expense for the third quarter of 2025.

We will continue to evaluate the impacts of the Act and do not expect the Act to have a material impact to our total tax provision.

Recently adopted accounting pronouncements

15 unchanged sentences

The amendments in the update require retrospective application to all prior periods presented in the financial statements.

The Company adopted the amendments within ASU 2023-07 when it became effective, in our 2024 annual

reporting, on a retrospective basis.

The Company adopted the amendments within ASU 2023-07 when it became effective, in our 2024 annual reporting, on a retrospective basis.

The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

17 unchanged sentences

The Company is currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

ASU 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)

On September 18, 2025, the FASB issued ASU No.

2025-06 “Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)”.

ASU 2025-06 removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed.

ASU 2025-06 will be effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis.

The Company is currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Revenue from Contracts with Customers (ASC 606)

11 unchanged sentences

Such transactions are accounted for as financing transactions in accordance with ASC 606.

At June 30, 2025 and December 31, 2024, the Company had $ 0.5 million and $ 0.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

At September 30, 2025 and December 31, 2024, the Company had $ 0 and $ 0.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Net cash flows associated with these repurchase agreements are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.

7 unchanged sentences

Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within costs of sales on our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, we recorded $ 10.6 million and $ 14.2 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2024, we recorded $ 0.1 million of net unrealized losses and $ 2.2 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2025, the Company recognized $ 72.4 million and $ 122.0 million in revenues under ASC 815, respectively, and for the three and six months ended June 30, 2024, the Company recognized $ 44.1 million and $ 79.1 million in revenues under ASC 815, respectively, which are reported within the Company’s SS&T segment.

For the three and nine months ended September 30, 2025, we recorded $ 9.9 million of net unrealized losses and $ 4.3 million of net unrealized gains, respectively, within costs of sales.

For the three and nine months ended September 30, 2024, we recorded $ 3.3 million and $ 1.0 million of net unrealized losses, respectively, within costs of sales.

For the three and nine months ended September 30, 2025, the Company recognized $ 91.8 million and $ 213.6 million in revenues under ASC 815, respectively, and for the three and nine months ended September 30, 2024, the Company recognized $ 56.6 million and $ 135.7 million in revenues under ASC 815, respectively, which are reported within the Company’s SS&T segment.

Contract Estimates

2 unchanged sentences

These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Accrued sales incentives were $ 1.8 million and $ 1.8 million at June 30, 2025 and December 31, 2024, respectively.

Other accrued deductions were $ 2.2 million and $ 2.0 million at June 30, 2025 and December 31, 2024, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

Accrued sales incentives were $ 1.6 million and $ 1.8 million at September 30, 2025 and December 31, 2024, respectively.

Other accrued deductions were $ 2.2 million and $ 2.0 million at September 30, 2025 and December 31, 2024, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered.

1 unchanged sentence

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized.

The Company did not have any material contract liabilities as of June 30, 2025 or December 31, 2024.

Revenue recognized during the three and six months ended June 30, 2025, that was included in the contract liabilities balance as of March 31, 2025 and December 31, 2024, respectively, was not material.

The Company did not have any material contract liabilities as of September 30, 2025 or December 31, 2024.

Revenue recognized during the three and nine months ended September 30, 2025, that was included in the contract liabilities balance as of June 30, 2025 and December 31, 2024, respectively, was not material.

Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets.

At June 30, 2025 and December 31, 2024, accounts receivable, net included $ 92.6 million and $ 104.8 million in receivables from contracts with customers, respectively.

At September 30, 2025 and December 31, 2024, accounts receivable, net included $ 101.1 million and $ 104.8 million in receivables from contracts with customers, respectively.

Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs.

Such costs result from the payment of sales incentives and are amortized over the contract life.

As of June 30, 2025 and December 31, 2024, no costs were capitalized as all arrangements were less than a year.

As of September 30, 2025 and December 31, 2024, no costs were capitalized as all arrangements were less than a year.

Disaggregated Revenue

1 unchanged sentence

Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, for the periods indicated is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Flavors, extracts & ingredients

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

United States

All other countries

For the three and six months ended June 30, 2025 and 2024, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of June 30, 2025 and December 31, 2024:

June 30, 2025

For the three and nine months ended September 30, 2025 and 2024, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of September 30, 2025 and December 31, 2024:

September 30, 2025

December 31, 2024

3 unchanged sentences

Green coffee inventories represent green coffee held for resale.

At June 30, 2025 and December 31, 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

At September 30, 2025 and December 31, 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of June 30, 2025 and December 31, 2024:

The following table summarizes property, plant and equipment, net as of September 30, 2025 and December 31, 2024:

(Dollars in Thousands)

Depreciable Lives

June 30, 2025

September 30, 2025

December 31, 2024

12 unchanged sentences

3 – Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Depreciation expense for the three and six months ended June 30, 2025 was $ 13.0 million and $ 22.8 million, respectively, and depreciation expense for the three and six months ended June 30, 2024 was $ 5.8 million and $ 11.3 million, respectively.

Depreciation expense for the three and nine months ended September 30, 2025 was $ 12.0 million and $ 34.8 million, respectively, and depreciation expense for the three and nine months ended September 30, 2024 was $ 5.8 million and $ 17.1 million, respectively.

Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use.

All assets classified as construction in progress and equipment deposits at June 30, 2025 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of June 30, 2025 and December 31, 2024:

All assets classified as construction in progress and equipment deposits at September 30, 2025 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of September 30, 2025 and December 31, 2024:

Balance at December 31, 2024

Accumulated impairment loss

Balance at June 30, 2025

Balance at September 30, 2025

Accumulated impairment loss

Intangible Assets, Net

The following table summarizes intangible assets, net as of June 30, 2025 and December 31, 2024:

June 30, 2025

The following table summarizes intangible assets, net as of September 30, 2025 and December 31, 2024:

September 30, 2025

Customer relationships

5 unchanged sentences

Intangible assets, net

Amortization expense of intangible assets was $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2025, respectively, and amortization expense of intangible assets was $ 2.1 million and $ 4.1 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years .

Amortization expense of intangible assets was $ 2.0 million and $ 5.9 million for the three and nine months ended September 30, 2025, respectively, and amortization expense of intangible assets was $ 2.0 million and $ 6.1 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years .

We have operating leases for manufacturing, production, administrative, distribution and warehousing facilities, vehicles and machinery and equipment.

3 unchanged sentences

Balance Sheet Location

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

Operating lease liabilities

During the six months ended June 30, 2025 and 2024, the Company obtained approximately $ 1.2 million and $ 1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

During the nine months ended September 30, 2025 and 2024, the Company obtained approximately $ 1.5 million and $ 1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, Arkansas, the Company entered into a lease termination agreement for the Gregory Distribution Center lease.

3 unchanged sentences

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations.

The components of lease costs for the three and six months ended June 30, 2025 and 2024, respectively, are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

The components of lease costs for the three and nine months ended September 30, 2025 and 2024, respectively, are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease cost

Short-term lease cost

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of June 30, 2025 and December 31, 2024:

June 30, 2025

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of September 30, 2025 and December 31, 2024:

September 30, 2025

December 31, 2024

1 unchanged sentence

Weighted-average remaining lease term

Supplemental cash flow information about the Company’s leases as of June 30, 2025 and 2024, respectively, is as follows:

Six Months Ended June 30,

Supplemental cash flow information about the Company’s leases as of September 30, 2025 and 2024, respectively, is as follows:

Nine Months Ended September 30,

Cash paid related to operating lease liabilities

Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Condensed Consolidated Balance Sheets.

There were no material finance leases as of June 30, 2025.

Future minimum lease payments under non-cancellable operating leases as of June 30, 2025 are as follows:

There were no material finance leases as of September 30, 2025.

Future minimum lease payments under non-cancellable operating leases as of September 30, 2025 are as follows:

Total future minimum lease payments

1 unchanged sentence

Present value of minimum lease payments

Our long-term debt at June 30, 2025 and December 31, 2024 is as follows:

June 30, 2025

Our long-term debt at September 30, 2025 and December 31, 2024 is as follows:

September 30, 2025

December 31, 2024

16 unchanged sentences

Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10 % for loans with an interest period of one month , 0.15 % for loans with an interest period of three months and 0.25 % for loans with an interest period of six months , as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50 % and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00 %, (the “Base Rate”)), in each case plus an applicable margin.

At June 30, 2025, we had $ 172.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.2 %, and we had $ 2.6 million of standby letters of credit outstanding.

At June 30, 2025, the interest rate applicable to our Term Loan Facility was 8.2 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.3 %.

At September 30, 2025, we had $ 182.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.1 %, and we had $ 2.0 million of standby letters of credit outstanding.

At September 30, 2025, the interest rate applicable to our Term Loan Facility was 7.9 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.2 %.

On February 15, 2024, the Borrower entered into Amendment No.

12 unchanged sentences

The Incremental Revolving Facility Commitments and the Incremental Revolving Loans are subject to the same interest rates, commitment fees, maturity dates and other terms as the Existing Revolving Facility Commitments and the Existing Revolving Loans.

The proceeds from any Incremental Revolving Loans will be used by the Company to fund the previously announced installation of a second ready-to-drink can line at the Conway Facility, and for general corporate purposes.

The Fourth Amendment also modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a) 6.00 x for the test period ending June 30, 2025, (b) 5.50 x for the test period ending September 30, 2025, and (c) 5.25 x for the test period ending December 31, 2025.

In addition, the minimum liquidity covenant will not apply after the Covenant Relief Period ends.

As of June 30, 2025, the Company was in compliance with its financial covenants.

As of September 30, 2025, the Company was in compliance with its financial covenants.

We incurred a total of $ 1.4 million in financing fees in connection with the Fourth Amendment.

The fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Condensed Consolidated Balance Sheets and are being amortized ratably over the remaining term of the Revolving Credit Facility.

The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $ 2.8 million ( 1.25 % of the original principal balance).

Quarterly payments increase to approximately $ 4.2 million and $ 5.6 million ( 1.875 % and 2.5 % of the original principal balance) during the final two years of the agreements, respectively.

The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $ 4.2 million ( 1.875 % of the original principal balance), increasing to approximately $ 5.6 million ( 2.5 % of the original principal balance) during the final year of the agreements.

Convertible Notes

2 unchanged sentences

The Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Condensed Consolidated Balance Sheets.

At June 30, 2025, the carrying value of the Convertible Notes was $71.6 million, of which $ 49.7 million was from related parties.

We incurred a total of $ 0.5 million of financing fees in connection with the Convertible Notes, which were ratably allocated to the convertible notes

payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the Convertible Notes utilizing the effective interest rate method.

At September 30, 2025, the carrying value of the Convertible Notes was $71.7 million, of which $ 49.8 million was from related parties.

We incurred a total of $ 0.5 million of financing fees in connection with the Convertible Notes, which were ratably allocated to the convertible notes payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the Convertible Notes utilizing the effective interest rate method.

Pursuant to the terms of the Convertible Notes, noteholders may convert their Convertible Notes at their option only in the following circumstances:

17 unchanged sentences

Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00 % plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00 % in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00 %).

At June 30, 2025, there was $ 75.2 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets.

On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions.

The facility size was increased from $ 85.0 million to $ 102.5 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

At September 30, 2025, there was $ 84.1 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets.

Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth.

Falcon was in compliance with these financial covenants as of June 30, 2025.

Falcon was in compliance with these financial covenants as of September 30, 2025.

On September 28, 2023, we entered into a $ 5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through Falcon.

The facility will mature on December 31, 2026, and requires stepped repayments of $ 0.5 million on December 31, 2024, $ 1.0 million on December 31, 2025 and $ 3.5 million on December 31, 2026.

Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S.

Government Securities Business Days, as

defined in the facility, before the Quotation Day, as defined in the facility;

than the applicable interest period, SOFR for the day which is two U.S.

Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility;

or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin.

At June 30, 2025, there was $ 4.5 million of outstanding borrowings under the facility, of which $ 3.5 million and $ 1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Condensed Consolidated Balance Sheets.

At September 30, 2025, there was $ 4.5 million of outstanding borrowings under the facility, of which $ 3.5 million and $ 1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Condensed Consolidated Balance Sheets.

Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth.

Falcon was in compliance with these financial covenants as of June 30, 2025.

Falcon was in compliance with these financial covenants as of September 30, 2025.

Series A Preferred Shares

6 unchanged sentences

After February 26, 2028, any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date.

Assuming that the liquidation preference of the Series A Preferred Shares remains $ 11.50 per share and all 23,510,527 Series A Preferred Shares outstanding at June 30, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

Assuming that the liquidation preference of the Series A Preferred Shares remains $ 11.50 per share and all 23,510,527 Series A Preferred Shares outstanding at September 30, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

At any time after February 26, 2028, Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock.

1 unchanged sentence

(“BBH Investors”) may not be less than the $ 18.50 per Westrock Series A Preferred Share (subject to adjustments);

provided that, Westrock may redeem such shares in such a case if it pays an incremental price per share on the redemption date to the BBH Investors equal to the difference between $ 18.50 (subject to adjustments) and the redemption price otherwise.

provided that, Westrock may redeem such shares in such a case if it pays an

incremental price per share on the redemption date to the BBH Investors equal to the difference between $ 18.50 (subject to adjustments) and the redemption price otherwise.

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Condensed Consolidated Balance Sheets at fair value.

2 unchanged sentences

However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value.

For the three and six months ended June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and six months ended June 30, 2024, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and nine months ended September 30, 2025, the Company recorded $ 0.1 million and $ 0.3 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and nine months ended September 30, 2024, the Company recorded $ 0.1 million and $ 0.3 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

Common Stock Warrants

4 unchanged sentences

Prior to the Offer described below, the Westrock Private Warrants (defined below) were valued using a binomial lattice valuation model.

For the three and six months ended June 30, 2024, the Company recognized $ 1.6 million and $ 1.7 million, respectively, of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

No such gains or losses were recognized during the three and six months ended June 30, 2025.

For the three and nine months ended September 30, 2024, the Company recognized $ 5.5 million and $ 7.1 million, respectively, of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

No such gains or losses were recognized during the three and nine months ended September 30, 2025.

On August 28, 2024, the Company announced that it had commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase Common Shares, which warrants trade on The Nasdaq Global Market (the “Nasdaq”) under the symbol “WESTW” (the “Westrock Public Warrants”), and (ii) private placement warrants to purchase Common Shares (the “Westrock Private Warrants” and, together with the Westrock Public Warrants, the “Westrock Warrants”).

4 unchanged sentences

Concurrently with the Offer, the Company also solicited consents from the holders of each of the Westrock Public Warrants and the Westrock Private Warrants to amend that certain Warrant Agreement, dated as of August 25, 2022, by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”), which governs all of the Westrock Warrants (the “Warrant Agreement”), to permit the Company to require that (x) each Westrock Public Warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 common shares, which is a ratio 10 % less than the exchange ratio applicable to the Offer and (y) each Westrock Private Warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 common shares, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

Warrant Agreement with respect to the Westrock Public Warrants and (y) the 50 % threshold of the outstanding Westrock Private Warrants required to amend the Warrant Agreement with respect to the Westrock Private Warrants.

Pursuant to the Consent Solicitation, the Company received the approval of holders of approximately 97.42 % of the outstanding Westrock Public Warrants and 100 % of the outstanding Westrock Private Warrants to adopt the Warrant Amendment, which exceeded (x) the 50 % threshold of the outstanding Westrock Public Warrants required to amend the Warrant Agreement with respect to the Westrock Public Warrants and (y) the 50 % threshold of the outstanding Westrock Private Warrants required to amend the Warrant Agreement with respect to the Westrock Private Warrants.

Accordingly, the Company and the Warrant Agent entered into the Warrant Amendment, dated September 30, 2024.

17 unchanged sentences

The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings.

We did not discontinue any cash flow hedging relationships during the six months ended June 30, 2025 and 2024.

We did not discontinue any cash flow hedging relationships during the nine months ended September 30, 2025 and 2024.

Within our Beverage Solutions segment, we have entered into coffee futures contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from three to twelve months in length.

1 unchanged sentence

The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 49.2 million pounds and 11.0 million pounds as of June 30, 2025 and December 31, 2024, respectively.

During the three and six months ended June 30, 2025, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 53.3 million pounds and 99.9 million pounds, respectively.

During the three and six months ended June 30, 2024, the Company purchased

coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 20.1 million pounds and 30.0 million pounds, respectively.

Approximately $ 12.1 million and $ 22.3 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025, respectively.

Approximately $ 3.5 million and $ 3.6 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $18.0 million.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 40.7 million pounds and 11.0 million pounds as of September 30, 2025 and

December 31, 2024, respectively.

During the three and nine months ended September 30, 2025, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 112.8 million pounds and 212.7 million pounds, respectively.

During the three and nine months ended September 30, 2024, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 28.7 million pounds and 58.5 million pounds, respectively.

Approximately $ 3.7 million and $ 26.0 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025, respectively.

Approximately $ 4.3 million and $ 7.9 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $ 21.4 million.

Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period.

3 unchanged sentences

Balance Sheet Location

June 30, 2025

September 30, 2025

December 31, 2024

17 unchanged sentences

Total derivative liabilities

1 - The fair value of coffee futures excludes amounts related to margin accounts.

2 - Option contracts include counterparty netting.

The following table presents the pre-tax net gains and losses for our derivative instruments for the three and six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30,

Six Months Ended June 30,

1 – The fair value of coffee futures contracts excludes amounts related to margin accounts.

2 – Options contracts include counterparty netting.

The following table presents the pre-tax net gains and losses for our derivative instruments for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended September 30,

Nine Months Ended September 30,

Statement of Operations Location

20 unchanged sentences

These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table summarizes the fair value of financial instruments at June 30, 2025:

June 30, 2025

The following table summarizes the fair value of financial instruments at September 30, 2025:

September 30, 2025

Green coffee associated with forward contracts

Coffee futures contracts

Options contracts (1)

Forward purchase and sales contracts

2 unchanged sentences

Forward purchase and sales contracts

1 - Option contracts include counterparty netting.

1 – Options contracts include counterparty netting.

The following table summarizes the fair value of financial instruments at December 31, 2024:

7 unchanged sentences

The carrying amount of cash, accounts receivable, accounts payable, short-term debt and the supply chain finance program was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments.

The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of June 30, 2025, as the interest rate on these facilities is adjusted for changes in the market rates.

The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of September 30, 2025, as the interest rate on these facilities is adjusted for changes in the market rates.

The fair value of the Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility was determined based on Level 2 inputs under the fair value hierarchy.

4 unchanged sentences

The Convertible Notes are carried on the Condensed Consolidated Balance Sheets at amortized cost.

The estimated fair value of the Convertible Notes was $ 60.0 million as of June 30, 2025, and was determined using a binomial lattice

model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at June 30, 2025 include the expected volatility and assumed debt yield of 50.0 % and 14.7 %, respectively.

The estimated fair value of the Convertible Notes was $ 58.9 million as of September 30, 2025, and was determined using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at September 30, 2025 include the expected volatility and assumed debt yield of 50.0 % and 14.5 %, respectively.

Non-financial assets and liabilities, including property, plant and equipment, goodwill and intangible assets are measured at fair value on a non-recurring basis.

No events occurred during the three and six months ended June 30, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the $ 0.8 million impairment charge on equipment related to the restructuring activities disclosed in Note 3.

At June 30, 2025, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

No events occurred during the three and nine months ended September 30, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the impairment charges on equipment related to the restructuring activities disclosed in Note 3.

At September 30, 2025, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

This investment is recorded at cost within other long-term assets on the Condensed Consolidated Balance Sheets.

As of June 30, 2025, there have been no adjustments, upward or downward, to the carrying value.

As of September 30, 2025, there have been no adjustments, upward or downward, to the carrying value.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Changes in accumulated other comprehensive income (loss), net of tax by component for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Unrealized gain (loss) on derivative instruments:

19 unchanged sentences

The Company recognizes equity-based compensation expense, for its RSU awards, in an amount equal to the grant-date fair value of the respective award.

The fair value of service-based RSUs and performance-based RSUs is based on the

closing price of the Company’s common stock on the grant date.

For market-based RSUs granted during the six months ended June 30, 2025, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions:

The fair value of service-based RSUs and performance-based RSUs is based on the closing price of the Company’s common stock on the grant date.

For market-based RSUs granted during the nine months ended September 30, 2025, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions:

(i) expected term of 2.8 years, (ii) expected volatility of 50.0 % and (iii) risk-free interest rate of 3.8 %.

Compensation costs associated with service-based RSUs and performance-based RSUs are recognized only for those awards that ultimately vest, whereas compensation costs associated with market-based RSUs are recognized even if the market condition is never satisfied.

During the six months ended June 30, 2025, the Company granted 1.5 million RSUs with an aggregate fair value of $ 9.0 million to certain employees and non-employee directors under the 2022 Equity Plan.

As of June 30, 2025, there were 3.1 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the six months ended June 30, 2025:

During the nine months ended September 30, 2025, the Company granted 1.5 million RSUs with an aggregate fair value of $ 9.1 million to certain employees and non-employee directors under the 2022 Equity Plan.

As of September 30, 2025, there were 3.2 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the nine months ended September 30, 2025:

Service-based Restricted Stock Units

8 unchanged sentences

Outstanding at December 31, 2024

Outstanding at June 30, 2025

( 1,014,993 )

Outstanding at September 30, 2025

Earnings per Share

4 unchanged sentences

The following potentially dilutive securities were excluded from the computation of diluted shares for the periods indicated because their inclusion would have an anti-dilutive effect on dilutive earnings (loss) per common share.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Restricted stock units

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Thousands, except per share data)

19 unchanged sentences

Selected financial data, including a reconciliation of total reportable segments’ Segment Adjusted EBITDA to loss before income taxes and equity in earnings from unconsolidated entities, is presented below for the periods indicated:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net sales (1)

7 unchanged sentences

Mark-to-market adjustments

(Gain) loss on disposal of property, plant and equipment

Loss before income taxes and equity in earnings from unconsolidated entities

(1) Excludes $ 1.5 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment .

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Net sales (1)

12 unchanged sentences

(1) Excludes $ 3.3 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Net sales (1)

10 unchanged sentences

(1) Excludes $ 7.9 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net sales (1)

13 unchanged sentences

Significant segment expense for our reportable segments is presented below for the periods indicated:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Costs of sales

8 unchanged sentences

(2) Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Costs of sales

8 unchanged sentences

Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Costs of sales

8 unchanged sentences

Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Costs of sales

10 unchanged sentences

On November 27, 2024, Dairy Farmers of America, Inc.

(“DFA”) filed a complaint against the Company and certain current and former employees of the Company in the United States District Court for the Western District of Missouri, Case No.

6:24-cv-03332-BCW (W.D.

Mo.), which alleged trade secret misappropriation in violation of the Defend Trade Secrets Act and the Missouri Trade Secrets Act and civil conspiracy against the Company.

(“DFA”) filed a complaint against the Company and certain current and former employees of the Company in the United States District Court for the Western District of Missouri, which alleged trade secret misappropriation in violation of the Defend Trade Secrets Act and the Missouri Trade Secrets Act and civil conspiracy against the Company.

DFA seeks money damages, interest, attorneys’ fees, costs, expenses, and injunctive relief from all defendants.

On February 24, 2025, DFA filed an amended complaint, asserting the same causes of action against the Company and adding an individual defendant.

On July 1, 2025, the United States District Court for the Western District of Missouri granted the Company’s motion to transfer the case to the United States District Court for the Eastern District of Arkansas.

4:25-cv-00662-JM.

On July 14, 2025, DFA filed a second amended complaint, adding Westrock Beverage Company, LLC as a defendant, withdrawing the claim for civil conspiracy, and adding a claim seeking to pierce the corporate veil between the Company and Westrock Beverage Company, LLC.

The Company and Westrock Beverage Company, LLC filed an answer on July 28, 2025, denying the allegations contained in DFA’s complaint and a motion to dismiss the veil-piercing claim.

The trial in this matter is tentatively scheduled to begin on August 10, 2026.

The Company and Westrock Beverage Company, LLC filed an answer on July 28, 2025, denying the allegations contained in DFA’s complaint, and also filed a motion to dismiss the veil-piercing claim.

On October 28, 2025, the Court granted the motion to dismiss the veil-piercing claim.

Discovery has commenced, and a date has not yet been set for a trial in this matter.

The Company intends to defend this matter vigorously and seek all recourse available to it, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations.

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Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.

We have future purchase obligations of $ 422.1 million as of June 30, 2025 that consist of commitments for the purchase of inventory over the next 12 months.

We have future purchase obligations of $ 218.5 million as of September 30, 2025 that consist of commitments for the purchase of inventory over the next 12 months.

These obligations represent the minimum contractual obligations expected under the normal course of business.

At June 30, 2025, we had an obligation to repurchase $ 0.5 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase.

At September 30, 2025, we had no obligation to repurchase inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase.

At December 31, 2024, the Company had $ 0.6

million of such obligations.

The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

At June 30, 2025, we had a right or obligation to repurchase $ 9.9 million of inventory associated with Repo Transactions, for which the liability is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

At September 30, 2025, we had a right or obligation to repurchase $ 11.8 million of inventory associated with Repo Transactions, for which the liability is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

Related Party Transactions

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The Condensed Consolidated Financial Statements reflect the following transactions with related parties:

June 30, 2025

September 30, 2025

December 31, 2024

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HF Direct Investments Pool, LLC

June 30, 2025

September 30, 2025

December 31, 2024

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Unamortized debt costs

Six Months Ended June 30,

Nine Months Ended September 30,

Interest expense:

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In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses.

For the three and six months ended June 30, 2025, the Company recognized expenses of $ 0.2 million and $ 0.2 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company recognized expenses of $ 0.3 million and $ 0.6 million, respectively, for such items.

At June 30, 2025 and December 31, 2024, we had $ 0.1 million payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

During the three and six months ended June 30, 2025, Falcon purchased $ 0.3 million of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

There was no such activity during the three and six months ended June 30, 2024.

For the three and nine months ended September 30, 2025, the Company recognized expenses of $ 0 and $ 0.2 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2024, the Company recognized expenses of $ 0.1 million and $ 0.7 million, respectively, for such items.

At September 30, 2025 and December 31, 2024, we had no amounts payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

During the three and nine months ended September 30, 2025, Falcon purchased $ 3.8 million and $ 4.1 million, respectively, of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

There was no such activity during the three and nine months ended September 30, 2024.

Subsequent Events

On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions.

The facility size was increased from $ 85.0 million to $ 102.5 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

On November 4, 2025, the Company sold and issued in a private placement $ 30.0 million in aggregate principal amount of 5.00 % convertible senior notes due 2031 (the “2031 Convertible Notes”).

The 2031 Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00 % per annum.

Noteholders may convert their 2031 Convertible Notes at their option only in the following circumstances:

(A) during the period commencing on May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price;

(B) during the period commencing on August 15, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, at any time;

and (C) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2030.

The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, Common Shares or a combination of cash and Common Shares.

The initial conversion price of the 2031 Convertible Notes is $ 5.25 , which corresponds to an initial conversion rate of approximately 190.48 Common Shares per $1,000 principal amount of 2031 Convertible Notes.

At this initial conversion price, the 2031 Convertible Notes are convertible into approximately 5.7 million Common Shares.

The conversion price and conversion rate are subject to customary adjustments, provided that the Company may not issue more than 19.99 % of the issued and outstanding Common Shares immediately prior to the issuance of the 2031 Convertible Notes in respect of the conversion of the 2031 Convertible Notes.

The 2031 Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries.

The 2031 Convertible Notes contain customary terms regarding events of default.

If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s 2031 Convertible Notes to become due and payable immediately.

If an event of default involving certain events of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2031 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

The purchasers of the 2031 Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares), Jeffrey H.

Fox Revocable Trust (an affiliate of Jeffrey H.

Fox, a member of the board of directors of the Company), and an affiliate of The Stephens Group, LLC (a holder of more than 5 % of the outstanding Common Shares).

The final terms for the offer and sale of the 2031 Convertible Notes was authorized and approved by a pricing committee of the board of directors, composed solely of disinterested directors, including to the extent applicable, for purposes of the Company’s Related Party Transactions Policy.

On November 4, 2025, the Company entered into Amendment No.

5 (the “Fifth Amendment”) to the Credit Agreement.

The Fifth Amendment modified the existing Covenant Relief Period, which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.

During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited.

The Fifth Amendment will permit the Borrower to issue convertible notes, including the 2031 Convertible Notes.

The Fifth Amendment modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a) 5.50 x for the test period ending December 31, 2025, (b) 5.25 x for the test period ending March 31, 2026, (c) 5.00 x for the test period ending June 30, 2026, (d) 4.50 x for the test period ending September 30, 2026 and (e) 4.00 x for the test period ending December 31, 2026.

In addition, the Fifth Amendment lowered the interest coverage ratio that the Company must comply with to

permit the interest coverage ratio as of the last day of any test period to be less than (a) on and prior to December 31, 2025, 1.50 x, (b) on January 1, 2026 and on or prior to September 30, 2026, 1.75 x and (z) on October 1, 2026 and thereafter, 2.00 x.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements