What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-10 compared with 2025-03-12 · 322 added, 400 removed, 991 unchanged (42% of the section changed)

12 unchanged sentences

Summary of Significant Accounting Policies

De-SPAC Merger Transaction

Common Stock Warrants

Property, Plant and Equipment, Net

59 unchanged sentences

Operating lease liabilities

Warrant liabilities

Other long-term liabilities

7 unchanged sentences

Accumulated deficit

Accumulated other comprehensive income

Total shareholders' equity

Accumulated other comprehensive income (loss)

Total shareholders' equity (deficit)

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

8 unchanged sentences

Impairment charges

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

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

Total operating expenses

(Loss) income from operations

Loss from operations

Other (income) expense

6 unchanged sentences

Net loss attributable to shareholders

Participating securities' share in earnings

Accretion of Series A Convertible Preferred Shares

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

Common equivalent preferred dividends

Accumulating preferred dividends

Amortization (accretion) of Series A Convertible Preferred Shares

Net loss attributable to common shareholders

12 unchanged sentences

Comprehensive loss attributable to shareholders

Participating securities' share in earnings

Accretion of Series A Convertible Preferred Shares

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

Common equivalent preferred dividends

Accumulating preferred dividends

Amortization of Series A Convertible Preferred Shares

Comprehensive loss attributable to common shareholders

9 unchanged sentences

Net income (loss)

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $ 3,178 of taxes

Issuance of common shares related to PIPE financing

Issuance of common shares related to conversion of debt to equity

Issuance of common shares related to conversion of Common Equivalent Preferred Units

Issuance of common shares related to acquisitions

Issuance of common shares related to Public Warrant exercise

Issuance of common shares related to stock options exercised

Issuance of common shares related to acquisitions

Common Equivalent Preferred Unit dividends ( $ 0.02 per unit)

Loss on extinguishment of Common Equivalent Preferred units

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

Issuance of common shares related to purchase of non-controlling interest

Issuance of common shares, net of issuance costs

Accretion of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Accumulating preferred dividends

Balance at December 31, 2023

(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

See accompanying notes to the consolidated financial statements.

WESTROCK COFFEE COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (continued)

Comprehensive

Non-Controlling

Paid-in Capital

Income (Loss)

Equity (Deficit)

Balance at December 31, 2023

Net income (loss)

Issuance of common shares related to acquisitions

Issuance of common shares related to Public Warrant exercise

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

Issuance of common shares related to purchase of non-controlling interest

Issuance of common shares, net of issuance costs

Accretion of Series A Convertible Preferred Shares

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

5 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

Issuance of common shares related to warrant exchange

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

Accretion of Series A Convertible Preferred Shares

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

2 unchanged sentences

Balance at December 31, 2025

See accompanying notes to the consolidated financial statements.

WESTROCK COFFEE COMPANY

6 unchanged sentences

Equity-based compensation

Paid-in-kind interest added to debt principal

Provision for credit losses

1 unchanged sentence

Write-off of unamortized deferred financing fees

Loss on debt extinguishment

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

Gain on de-consolidation of Rwanda Trading Company

Mark-to-market adjustments

13 unchanged sentences

Acquisition of business, net of cash acquired

Acquisition of equity method investments and non-marketable securities

Proceeds from sale of equity method investments and non-marketable securities

Acquisition of equity method investments and non-marketable securities, inclusive of cash contributed

Proceeds from sale of property, plant and equipment

Proceeds from deferred purchase price of sold trade receivables

Net cash used in investing activities

6 unchanged sentences

Proceeds from convertible notes payable - related party

Proceeds from related party debt

Debt extinguishment costs

Payment of debt issuance costs

Payment of convertible notes payable issuance costs

Proceeds from de-SPAC merger and PIPE financing

Net proceeds from (repayments of) repurchase agreements

Net change in unremitted cash collections from servicing factored receivables

Proceeds from exercise of stock options

1 unchanged sentence

Proceeds from issuance of common stock

Common equivalent preferred dividends

Payment of equity issuance costs

Payment of preferred equity issuance costs

Payment for purchase of non-controlling interest

2 unchanged sentences

Effect of exchange rate changes on cash

Net (decrease) increase in cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

2 unchanged sentences

Property, plant and equipment acquired but not yet paid

Amounts obtained as beneficial interest in sold trade receivables

Supplemental cash flow information:

Cash paid for interest

Cash paid for income taxes, net

See accompanying notes to the consolidated financial statements.

WESTROCK COFFEE COMPANY

11 unchanged sentences

The Company operates manufacturing and distribution facilities in Concord, North Carolina, North Little Rock, Arkansas, Conway, Arkansas, and Johor Bahru, Malaysia.

In addition, the Company operates Trading and Representative offices in Lewes, UK, Austin, Texas, Lima & Jaen, Peru, Addis Ababa, Ethiopia, Johor Bahru, Malaysia, and Seoul, Korea, alongside a coffee milling and exporting facility in Kigali, Rwanda.

On August 26, 2022 (the “Closing Date”), pursuant to the terms of the Transaction Agreement, dated April 4, 2022, by and among the Company, Riverview Acquisition Corp., a special purpose acquisition vehicle and a Delaware corporation ( “ Riverview ” ), Origin Merger Sub I, Inc.

( “ Merger Sub I ” ), and Origin Merger Sub II, LLC ( “ Merger Sub II ” ) (as amended, modified or supplemented, the “ Transaction Agreement ” ), the Company completed its de-SPAC merger transaction with Riverview (the “ Transaction ” ).

In connection with the closing of the Transaction (the “ Closing ” ), the Company converted from a Delaware limited liability company to a Delaware corporation (the “ Conversion ” ) and changed its corporate name from “ Westrock Coffee Holdings, LLC ” (the “ Converting Company ” ) to “ Westrock Coffee Company.

” Pursuant to the Transaction Agreement, Merger Sub I merged with and into Riverview, with Riverview surviving the merger as a direct wholly owned subsidiary of the Company (such merger, the “ SPAC Merger ” ) and immediately following the consummation of the SPAC Merger, Riverview merged with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of the Company (the “ LLC Merger ” , and together with the SPAC Merger, the “ Mergers ” ).

See Note 4 for additional disclosures related to the Transaction .

In addition, the Company operates Trading and Representative offices in Lewes, UK, Austin, Texas, Lima & Jaen, Peru, Addis Ababa, Ethiopia, Johor Bahru, Malaysia, and Seoul, Korea.

On June 29, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with HF Direct Investments Pool, LLC (the “HF Investor”), an affiliate of HF Capital, LLC, pursuant to which the Company agreed to sell and issue to the HF Investor and the HF Investor agreed to purchase from the Company 5,000,000 shares (the “HF Subscription Amount”) of common stock, par value $ 0.01 per share, of the Company (the “Common Shares”) at a purchase price per share of $ 10.00 for aggregate gross proceeds to the Company of $ 50.0 million (such transaction, the “HF Investment”).

On August 3, 2023, the HF Investment closed after the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Additionally, on June 29, 2023 and July 18, 2023, the Company entered into definitive agreements with an affiliate of the Herbert Hunt family (the “Hunt Investor”) and the Arkansas Teacher Retirement System (the “ARTRS” and together with the Hunt Investor, the “Investors”), respectively, pursuant to which the Company agreed to sell and issue to the Investors and the Investors agreed to purchase from the Company a total of 5,000,000 Common Shares of the Company

at a purchase price per share of $ 10.00 for aggregate gross proceeds to the Company of $ 50.0 million (such transactions the “PIPE Investments”).

On August 3, 2023, the Company closed on the PIPE Investments.

6 unchanged sentences

dollar as the reporting currency.

The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries.

The Consolidated Financial Statements

include the activities of the Company and its wholly owned and/or controlled subsidiaries.

All intercompany balances and transactions have been eliminated.

On April 1, 2025, the Company entered into an agreement with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations (the “Rwandan JV”).

This strategic partnership, which was established to trade Arabica coffee from Rwanda and commercially operate wet mill and storage facilities, allows Westrock to scale its operations in Rwanda, improve profitability, and strengthen our ability to provide smallholder farmers and their families the ability to advance their quality of life and economic well-being.

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.

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 Consolidated Statements of Operations.

The gain on de-consolidation of RTC is reported as operating activities in the Consolidated Statements of Cash Flows.

On April 3, 2023, the Company purchased the remaining 15 % of the equity interests of Falcon Coffees Limited (“Falcon”) that it did not previously own, resulting in Falcon becoming a wholly owned subsidiary of the Company.

4 unchanged sentences

Falcon operates our trading business and is reported within our Sustainable Sourcing & Traceability segment.

Common Unit Conversion

Prior to the Closing, the Converting Company’s ownership interests consisted of two classes of equity, common units (“Common Units”) and common equivalent preferred units ("Common Equivalent Preferred Units”).

In connection with the Transaction and pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit of the Converting Company was automatically converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit of the Converting Company for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock, par value $ 0.01 per share, of the Company (the “Westrock Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Westrock Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Common Equivalent Preferred Unit for which the holder thereof had made an election to convert such unit into Westrock Series A Preferred Shares, converted into 0.1086138208740 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Shares reflecting the common unit conversion ratio, as described above.

Summary of Significant Accounting Policies

1 unchanged sentence

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of

contingent assets and liabilities in the consolidated financial statements and accompanying notes.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, share-based compensation, contingencies, and income taxes, among others.

4 unchanged sentences

The Company is dependent on borrowings under its Credit Agreement (as defined herein) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements.

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 23, will be sufficient to fund operations and to maintain covenant compliance for at least the next twelve months.

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, will be sufficient to fund operations and to maintain covenant compliance for at least the next twelve months.

However, during the year ended December 31, 2025, we incurred net losses of $ 90.4 million and net cash outflows from operating activities of $ 19.0 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.

As further discussed in Note 23, on January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No.

4 to its Credit Agreement (as defined in Note 12), 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, the Company recently 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.

If we are unable to achieve our profitability growth projections and maintain our covenant leverage ratio, interest coverage, and minimum

liquidity requirements, as a result of, for example, experiencing any adverse impact of changes or further delays in the estimated timing and/or volume of products to be produced 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.

As further discussed in Note 12, 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 12), 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 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.

5 unchanged sentences

In accordance with the Company’s accounting policy, the Company does not adjust the value of its derivative assets or liabilities by the amount of cash held in margin accounts.

Restricted cash also includes unremitted customer payments received under factoring arrangements, as described under Receivables Purchase Agreement below.

The total cash and cash equivalents and restricted cash is as follows:

5 unchanged sentences

Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 to 60 days .

A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions.

A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies or deductions.

Our accounting policy for the allowance for credit losses requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers.

6 unchanged sentences

Charged to selling, general and administrative expense

Write-offs, net

Receivables Purchase Agreement

On June 27, 2025, the Company entered into a receivable purchase agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”) through which the Company may sell up to $ 35.0 million of certain trade receivables on a nonrecourse basis to the Factor.

Transactions under the Factoring Agreement qualify for true-sale treatment in accordance with Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”), whereby receivables sold to the Factor are recorded as a reduction of accounts receivable in the Consolidated Balance Sheets.

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

During the year ended December 31, 2025, the Company received cash proceeds of $ 210.8 million related to the sale of receivables under the Factoring Agreement, remitted approximately $ 175.8 million of customer payments to the Factor, and incurred approximately $ 1.6 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Consolidated Statements of Operations.

At December 31, 2025, the Company held $ 13.8 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Consolidated Balance Sheets.

At December 31, 2025 and December 31, 2024, there was $ 1.2 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 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 Consolidated Statements of Cash Flows.

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

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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 Consolidated Statements of Operations.

For the years ended December 31, 2024, 2023 and 2022, we recognized $ 6.8 million of net unrealized gains, $ 4.2 million of net unrealized gains and $ 12.3 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the years ended December 31, 2025, 2024 and 2023, we recognized $ 8.7 million of net unrealized losses, $ 6.8 million of net unrealized gains and $ 4.2 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Property, Plant and Equipment

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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 years ended December 31, 2024 and 2023, we capitalized approximately $ 11.7 million and $ 3.2 million of interest costs, respectively.

For the years ended December 31, 2025, 2024 and 2023, we capitalized approximately $ 1.0 million, $ 11.7 million and $ 3.2 million of interest costs, respectively.

Supply Chain Finance Program

13 unchanged sentences

Confirmed obligations outstanding at the end of the quarter

Green Coffee Repurchase Program

On March 28, 2025, the Company entered into a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”).

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

At December 31, 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 Consolidated Balance Sheets.

Cash flows related to Repo Transactions are reported as financing activities in our Consolidated Statements of Cash Flows.

Restructuring Activities

The Company accounts for exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”).

Restructuring charges may include one-time termination benefits related to employee separations, contract termination costs, long-lived asset impairments, and other related costs with exit or disposal activities.

The recognition of restructuring charges requires the Company to make certain judgements and estimates regarding the nature, timing and amount of costs associated with the planned exit activity.

To the extent the Company’s actual results differ from its estimates and assumptions, the Company may be required to revise the estimates of future liabilities, require the recognition of additional restructuring charges or the reduction of liabilities already recognized.

The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity.

To the extent the Company’s actual results differ from its estimates and assumptions, the Company may be required to revise the estimates of future liabilities,

require the recognition of additional restructuring charges or the reduction of liabilities already recognized.

Such changes to previously estimated amounts may be material to the Consolidated Financial Statements.

2 unchanged sentences

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, recognizing a $ 3.4 million gain, which is recorded in (gain) loss on disposal of property, plant and equipment in the Consolidated Statements of Operations .

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, recognizing a $ 3.4 million gain, which is recorded in loss (gain) on disposal of property, plant and equipment in the Consolidated Statements of Operations .

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

During the year ended December 31, 2024, the Company recognized $ 5.6 million and $ 0.1 million of impairment charges on property, plant and equipment and intangible assets, respectively, as a result of the consolidation of manufacturing facilities, which are recorded in

impairment charges in the Consolidated Statements of Operations.

The Company estimates total charges related to the plant consolidations of approximately $ 4.0 million, of which $ 3.2 million have been incurred during the year ended December 31, 2024.

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 year ended December 31, 2025.

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

In addition, during the second quarter of 2024, the Company committed to targeted restructuring activities to improve operational efficiency by reducing excess workforce capacity.

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, which are recorded in transaction, restructuring and integration expense in the Consolidated Statements of Operations.

At December 31, 2024, approximately $ 0.6 million of such termination benefits were accrued for within accrued expenses and other current liabilities in the Consolidated Balance Sheets.

At December 31, 2025, there were no amounts accrued for related to such termination benefits.

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

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Balance at end of the period

On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, AR, the Company entered into a lease termination agreement for its distribution center located in North Little Rock, AR (the “Gregory Distribution Center”).

On February 12, 2024, following the completion of the Conway Facility, the Company entered into a lease termination agreement for its distribution center located in North Little Rock, AR (the “Gregory Distribution Center”).

The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024.

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During the first quarter of 2024, the Company remeasured the Gregory Distribution Center lease liability, and related right-of-use asset, in accordance with ASC 842, Leases , resulting in a reduction of the lease liability and right-of-use asset of approximately $ 3.0 million.

At December 31, 2024, there was no remaining lease liability or right-of-use assets related to the Gregory Distribution Center recorded in the Consolidated Balance Sheets.

As of June 30, 2024, there was no remaining lease liability or right-of-use assets related to the Gregory Distribution Center recorded in the Condensed Consolidated Balance Sheets.

Goodwill and Indefinite Lived Intangible Assets

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and assignment of goodwill to reporting units.

As of December 31, 2024, all of our goodwill is assigned to our Beverage Solutions reporting unit.

As of December 31, 2025, all of

our goodwill is assigned to our Beverage Solutions reporting unit.

Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

We first evaluate impairment of goodwill by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis).

If the Step Zero analysis indicates that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a quantitative assessment of goodwill impairment.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit.

If we choose to perform a qualitative assessment and, after consideration of all relevant factors and circumstances, we determine that it is more likely than not that a reporting unit’s fair value is less than its carrying value, we would perform a quantitative fair value test.

While ASC 350 permits the use of a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis), we voluntarily elected to bypass the Step Zero analysis for our most recent annual impairment test, and proceeded directly to a quantitative assessment.

When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions.

We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value.

For the annual impairment test performed as of October 1, 2025, equal weighting was applied to the income and market approaches.

If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists.

If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill.

For the annual impairment test performed as of October 1, 2025, the estimated fair value of our Beverage Solutions reporting unit exceeded its carrying value by 55 %, as such, no goodwill impairment was recognized.

A 100 -basis point increase in our weighted average cost of capital and a 100 -basis point decrease in our terminal revenue growth rate, holding all other assumptions constant, would result in the estimated fair value of our Beverage Solutions reporting unit exceeded its carrying value by 40 %,

Fair value determinations of the business require considerable judgment and are sensitive to changes in underlying assumptions and factors.

As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test will prove to be an accurate prediction of future results.

Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and costs of capital.

As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test proves to be an accurate prediction of future results.

Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and cost of capital.

In determining these assumptions, we considered our ability to execute on our plans, future economic conditions, interest rates, and other market data.

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Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future.

During the fourth quarter of 2024, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value of our goodwill reporting unit exceeded the carrying amount.

As a result, the Company concluded that no impairment existed in the year ending December 31, 2024.

We reached this conclusion based on consideration of the significant excess fair value over carrying value of previous quantitative goodwill impairment evaluations, the Company’s current market capitalization and the Company’s expected future revenues and operating cash flows generated by our extract and ready-to-drink manufacturing facility in Conway, Arkansas.

Our previous quantitative goodwill analyses indicated that the estimated fair value of our reporting units exceeded their carrying values by over 50%.

Subsequent to that evaluation, we have noted no events or circumstances that would indicate that it is more likely than not that the carrying value of our goodwill reporting units exceed their fair value.

Impairment of Property, Plant and Equipment

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Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives.

The useful life for the customer relationship intangible assets acquired in our acquisitions

was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization.

The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization.

Other intangible assets are amortized over their expected recovery periods.

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Warrant Liabilities

Prior to October 2024, the Company had outstanding warrants to purchase Common Shares (the “Warrants”), which were accounted for in accordance with the guidance contained in ASC 815, under which the warrants did not meet the criteria for equity treatment and must be recorded as liabilities.

Prior to October 2024, the Company had outstanding public and private warrants to purchase Common Shares (the “Warrants”), which were accounted for in accordance with the guidance contained in ASC 815, under which the Warrants did not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, we classified the Warrants as liabilities at their fair value and adjusted the Warrants to fair value at each reporting period, with changes in fair value being recognized in our Consolidated Statements of Operations.

The Company re-measured the fair value of the Westrock Public Warrants (as defined in Note 4) based on the quoted market price of the Westrock Public Warrants.

The Westrock Private Warrants (as defined in Note 4) were valued using a binomial lattice valuation model.

The primary unobservable input utilized in determining the fair value of the Westrock Private Warrants was the expected volatility of the stock price, which is determined by use of an option pricing model.

For the year ended December 31, 2024, the Company recognized $ 7.0 million of gains related to the change in fair value of warrant liabilities.

At December 31, 2024, there were no outstanding Warrants.

The Company re-measured the fair value of the public Warrants based on the quoted market price of the public Warrants.

The private Warrants were valued using a binomial lattice valuation model.

The primary unobservable input utilized in determining the fair value of the private Warrants was the expected volatility of the stock price, which is determined by use of an option pricing model.

For the years ended December 31, 2024 and 2023, the Company recognized $ 7.0 million and $ 10.2 million of gains, respectively, related to the change in fair value of warrant liabilities.

No such gains or losses were recognized during the year ended December 31, 2025.

At December 31, 2024 and December 31, 2025, there were no outstanding Warrants.

Equity Method Investments

1 unchanged sentence

Under the equity method, we adjust our investment in unconsolidated entities for additional contributions made, distributions received and income or losses from our pro-rata share of these unconsolidated entities’ net income or loss.

At December 31, 2024, we had a $ 0.2 million investment in one unconsolidated entity, which is recorded in other long-term assets on the Consolidated Balance Sheets.

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 of December 31, 2025, Westrock holds a 49.9 % equity method investment in the joint venture with a balance of $ 6.5 million, which is reported in other long-term assets on the 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 Consolidated Statements of Operations and is reported in the results of our SS&T segment.

Equity Investments

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We recognize revenue, net of sales returns, when ownership passes to customers for products manufactured in our own plants and/or by third parties on our behalf, and when prices to our customers are fixed or determinable and collection is reasonably assured.

This may be upon shipment of goods or upon delivery to the customer, depending on the contractual terms.

This may be upon completion of production, shipment of goods or upon delivery to the customer, depending on the contractual terms.

Shipping and handling costs paid by the customer to us are included in revenue.

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Selling, General and Administrative Expense

We record all other expenses not charged to production as selling, general and administrative expense, except those meeting the definition of transaction, restructuring and integration expenses.

We record all other operating expenses not charged to production as selling, general and administrative expense, except those meeting the definition of transaction, restructuring and integration expenses.

Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense.

For the years ended December 31, 2024, 2023 and 2022, advertising expenses were approximately $ 0.9 million, $ 1.9 million and $ 3.6 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, advertising expenses were not material.

Shipping and Handling Costs

Shipping and handling costs incurred to deliver products from our locations to the end-user consumer of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations.

Shipping and handling costs incurred to deliver products from our locations to the end-user customer or distributor of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations.

Shipping and handling costs included in selling, general and administrative expense were $ 11.8 million, $ 14.7 million and $ 17.8 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

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We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant.

Compensation and Benefits

The Company accrues for employee bonuses as they are earned over the service period.

As of December 31, 2025, accrued expenses and other current liabilities in our Consolidated Balance Sheets include approximately $ 19.1 million in employee bonuses and sales commissions.

These bonuses relate to performance during the 2025 fiscal year and are expected to be paid in full in the first quarter of 2026.

As of December 31, 2024, approximately $ 1.0 million of employee bonuses and sales commissions were recorded in accrued expenses and other current liabilities in our Consolidated Balance Sheets.

Foreign Currency Translation

The functional currency of our Rwandan subsidiary is the Rwandan Franc.

Prior to the de-consolidation of RTC, the functional currency of our Rwandan subsidiary was the Rwandan Franc.

All other international subsidiaries of the Company use the U.S.

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We recognize interest and penalties related to unrecognized tax benefits within the income tax expense (benefit) line in the accompanying Consolidated Statements of Operations, and we include accrued interest and penalties within other long-term liabilities in the accompanying Consolidated Balance Sheets.

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 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 year ended December 31, 2025 and there was no material impact to our income tax expense for year ended December 31, 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.

Business Combinations

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Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill.

The fair value

of the acquired assets and liabilities assumed are estimated using the income, market and/or cost approach.

The fair value of the acquired assets and liabilities assumed are estimated using the income, market and/or cost approach.

The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances.

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Recently adopted accounting pronouncements

ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted the amendments within ASU 2022-04 on a retrospective basis effective January 1, 2023.

The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

ASU 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments in the update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

ASU 2023-07 requires disclosure to include significant segment expenses that are regularly provided to the chief operating decision maker and a description of other segment items by reportable segment.

ASU 2023-07 also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The amendments in the update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

Recently issued accounting pronouncements

ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement

In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement”.

The amendments in this update require that a joint venture recognize and initially measure assets contributed and liabilities assumed at fair value upon its formation in the joint venture’s separate financial statements.

The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

The Company will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but does not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.

The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption

The Company adopted the amendments within ASU 2023-05 effective January 1, 2025.

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

ASU 2023-09 – Income Taxes (Topic 740):

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The amendments in the update should be applied on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements.

The Company adopted the amendments within ASU 2023-09 when it became effective, in our 2025 annual reporting, on a retrospective basis.

The adoption of this guidance resulted in additional annual tax disclosures but does not otherwise have a material impact on our financial position, results of operations or cash flows.

Recently issued accounting pronouncements

ASU 2024-03 – Income Statement – Reporting Comprehensive Income (Topic 220):

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

The Enhancement and Standardization of Climate-Related Disclosure for Investors

In March 2024, the SEC adopted final rules requiring registrants to provide certain climate-related disclosures, including Scope 1 and Scope 2 greenhouse gas emissions to the extent they are material.

These rules require certain disclosures related to severe weather events and other natural conditions in the notes to audited financial statements.

These disclosures are required to phase-in over multiple years beginning with fiscal 2025 for large accelerated filers and fiscal 2026 for accelerated filers.

On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.

The Company is currently evaluating the impact of the new rules.

De-SPAC Merger Transaction

On the Closing Date, the Company completed the Transaction with Riverview.

At Closing, the Company issued 12,868,151 Common Shares to public and class B shareholders of Riverview, receiving $ 49.8 million of the cash held in the trust account of Riverview, which is net of $ 17.1 million of Riverview transaction expenses that were either paid by Riverview prior to Closing or offset against proceeds received by the Company at Closing.

The 12,868,151 shares issued at Closing include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the

purchase of shares of Class A common stock of Riverview (“Riverview Class A Shares”) on the public market, pursuant to the terms of their respective subscription agreements.

Substantially concurrently with the Closing, the Company received $ 205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes outstanding immediately prior to Closing) from common stock PIPE investments, issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $ 175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $ 175.0 million.

Prior to the Closing, the Company’s ownership interests consist of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units.

At inception, each Common Equivalent Preferred Unit has a liquidation preference of $ 1.00 per unit, increased by an amount accruing at the rate of 10 % per annum, compounding annually, based on its liquidation preference as of the time of such accrual, and reduced by the cumulative amount of any cash dividends or distributions, if any, made by the Company in respect of such Common Equivalent Preferred Unit.

During the year ended December 31, 2022, the Common Equivalent Preferred Units accrued $ 13.9 million of liquidation preference.

In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $ 4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing.

Pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit for which the holder had not elected to convert such unit into shares of Westrock Series A Preferred Shares (see Note 13), automatically converted into 0.1086138208640 Common Shares if such Westrock Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Westrock Preferred Unit, for which the holder thereof had made an election to convert such unit into Westrock Series A Preferred Shares, converted into 0.1086138208740 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

As a result, we issued 34,855,535 Common Shares to holders of Common Units, 2,220,305 Common Shares to holders of Common Equivalent Preferred Units who elected to convert their Common Equivalent Preferred Units into Common Shares, and 23,587,952 Westrock Series A Preferred Shares to holders who elected to convert their Common Equivalent Preferred Units into Westrock Series A Preferred Shares.

During the year ended December 31, 2022, the Company realized a net loss on extinguishment of the Common Equivalent Preferred Units of $ 2.9 million, including the payment of approximately $ 1.3 million of issuance costs, which adjusts earnings attributable to common shareholders in computing basic and diluted earnings per share.

In addition, at Closing, (i) each outstanding share of class B common stock of Riverview (the “Riverview Class B Shares” together with the Riverview Class A Shares, the “Riverview Shares”) (other than the Riverview Class B Shares held as treasury stock, which were automatically cancelled and extinguished at Closing), automatically converted into one Riverview Class A Share, (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at Closing but excluding any Riverview Class A Shares held as treasury stock, which were automatically cancelled and extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $ 0.01 , of the surviving corporation in the SPAC Merger.

In connection with obtaining the approval of the Mergers by Riverview’s shareholders, Riverview provided an opportunity for its shareholders to redeem all or a portion of their outstanding Riverview Class A Shares.

The Transaction is a capital transaction in substance and not a business combination under ASC 805.

As a result, Westrock is treated as the accounting acquirer and Riverview is treated as the acquired company for financial reporting purposes per ASC 805.

Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of Common Shares.

The financial statements of the combined entity represent a continuation of the financial statements of Westrock, and the net assets of Riverview have been stated at historical cost, with no goodwill or other intangible assets recorded.

The equity and net loss per unit attributable to common equity holders of the Company, prior to the Closing, have been retroactively adjusted as shares reflecting the common unit conversion ratio discussed above.

Proceeds from the Transaction and the $ 175.0 million term loan facility were used to pay off and terminate our then existing term loan and asset-based lending agreements, and to pay expenses related to the Transaction and the new credit agreement.

The Company and Riverview incurred $ 24.0 million and $ 17.1 million, respectively, of expenses related to the Transaction.

These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction.

Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Consolidated Balance Sheets.

As a result of the transaction, $ 24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds.

The $ 17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing.

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.

Common Stock Warrants

The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants.

The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”.

The Westrock Warrants are included in warrant liabilities on the Company’s Consolidated Balance Sheet.

The Westrock Warrants entitle the holder to purchase one Common Share at an exercise price of $ 11.50 per share.

We account for warrants in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period.

The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations.

The Company re-measures the fair value of the Westrock Public Warrants (defined below) based on the quoted market price of the Westrock Public Warrants.

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

For the years ended December 31, 2024 and 2023, the Company recognized $ 7.0 million and $ 10.2 million, respectively, of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations.

No such gains or losses were recognized during the year ended December 31, 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 traded 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”).

3 unchanged sentences

On September 30, 2024, the Company issued 5,423,681 Common Shares in exchange for the tendered Westrock Warrants.

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”).

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.

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The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances.

Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.

Identifying distinct performance

obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.

Substantially all our client contracts require that we be compensated for services performed to date.

This is upon shipment of goods or upon delivery to the customer, depending on contractual terms.

This is upon the completion of production, shipment of goods or upon delivery of goods to the customer, depending on contractual terms.

Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs.

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

At December 31, 2024 and 2023, the Company has $ 0.6 million and $ 8.3 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets.

At December 31, 2025 and 2024, the Company has $ 0.0 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 Consolidated Balance Sheets.

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

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A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815.

Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives

at fair value under ASC 815.

Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815.

These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash.

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

For the years ended December 31, 2024, 2023 and 2022, we recorded $ 2.1 million of net unrealized losses, $ 4.1 million of net unrealized losses and $ 8.8 million of net unrealized gains, respectively, within costs of sales.

For the years ended December 31, 2025, 2024 and 2023, we recorded $ 8.0 million of net unrealized gains, $ 2.1 million of net unrealized losses and $ 4.1 million of net unrealized losses, respectively, within costs of sales.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 280.7 million, $ 190.0 million and $ 141.0 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment.

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

At December 31, 2024 and 2023, accounts receivable, net included $ 104.8 million and $ 104.8 million in receivables from contracts with customers, respectively.

At December 31, 2025 and 2024, accounts receivable, net of allowance for credit losses included $ 97.0 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.

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Concentration of Customers

For the year ended December 31, 2024, no customers accounted for more than 10% of our consolidated net revenues.

For the year ended December 31, 2023, one customer, who is represented in the Company’s Beverage Solutions

segment, accounted for 10.4 %, or $ 90.0 million, of the Company’s consolidated net revenues.

For the years ended December 31, 2022, no customers accounted for more than 10% of our consolidated net revenues.

For the years ended December 31, 2025 and December 31, 2024, no customers accounted for more than 10% of our consolidated net revenues.

For the year ended December 31, 2023, one customer, who is represented in the Company’s Beverage Solutions segment, accounted for 10.4 %, or $ 90.0 million, of the Company’s consolidated net revenues.

Disaggregated Revenue

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The financial results of Bixby are included in the Beverage Solutions segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

Kohana Coffee, LLC

November 14, 2022, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, acquired one hundred percent ( 100 %) of the equity securities of Kohana Coffee, LLC (“Kohana Coffee”), a Texas limited liability company (“Kohana Acquisition”).

Kohana Coffee is an extract and ready-to-drink focused business, based in Richmond, California, serving customers in the retail and CPG industries.

The acquisition allows the Company to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles.

Aggregate consideration paid for Kohana Coffee included 1,852,608 Common Shares and approximately $ 15.7 million in cash, subject to customary adjustments.

The fair value of the stock consideration was based on the closing price of the Common Shares on the date of acquisition.

The total consideration paid in the Kohana Acquisition is summarized below:

Cash consideration

Fair value of stock consideration

Total Consideration

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.

Acquired Value

Cash and cash equivalents

Accounts receivable

Property, plant and equipment

Intangible assets

Accounts payable and accrued liabilities

The above purchase price allocation was finalized during the second quarter of 2023.

The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is deductible for tax purposes.

The goodwill arising from the transaction is primarily attributable to strategic opportunities from the acquisition of Kohana, including our ability to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles to our existing customers.

Intangible Assets

In our determination of the fair value of intangible assets, we consider, among other factors, the best use of acquired assets, analysis of historical financial performance and estimates of future performance of the acquired business’ products.

The estimated fair values of identified intangible assets are calculated considering both market participant expectations, using an income approach, as well as estimates and assumptions provided by Westrock management and management of the acquired business.

Assumptions include, but are not limited to, expected revenue growth, weighted-average terminal growth rates, risk adjusted discount rate and royalty rate.

The estimated fair value of customer relationships represents future after-tax discounted cash flows that will be derived from sales to existing customers of the acquired business as of the date of acquisition.

The following table sets forth the components of identified intangible assets associated with the Kohana Acquisition and their estimated weighted average useful lives:

Estimated Fair

Estimated Useful

Customer relationships

Favorable lease asset

Kohana Coffee, which is reported within our Beverage Solutions segment, contributed net sales of $ 1.5 million and operating losses of $ 0.5 million from the date of acquisition through December 31, 2022.

Expenses associated with the acquisition were not material.

As described in Note 3, during the second quarter of 2024, the Company closed its manufacturing facility in Richmond, California.

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

The following table presents the unaudited pro forma summary of our financial results as if the Kohana Acquisition had occurred on January 1, 2021.

The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments.

The pro forma results do not include any synergies or other benefits of the acquisition.

The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2021.

December 31, 2022

Net loss attributable to common shareholders

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

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The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024.

No costs were incurred as a result of the

lease termination.

No costs were incurred as a result of the lease termination.

This lease termination event does not significantly alter the Company’s operational capabilities or its financial position.

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Accumulated impairment loss

Changes during the period:

Measurement period and other adjustments

Balance at December 31, 2024

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Credit Agreement

The Company is party to a credit agreement (the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto.

The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $ 175.0 million (the “Revolving Credit Facility”), (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $ 175.0 million (the “Term Loan Facility”), and (c) incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $ 50.0 million.

The Company is party to a credit agreement (as amended, modified or supplemented, the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto.

The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an aggregate principal amount of $ 200.0 million (the “Revolving Credit Facility”), (b) a senior secured first lien term loan facility in an aggregate principal amount of $ 175.0 million (the “Term Loan Facility”), and (c) incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $ 50.0 million.

The Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will mature on August 29, 2027.

All obligations under the Credit Agreement are

guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

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.

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At December 31, 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.

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

3 (the “Third Amendment”) to the Credit Agreement.

The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 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 Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments will be more limited.

The Third Amendment permits the Company to issue convertible notes, including the Convertible Notes (as defined below).

During the Covenant Relief Period, the applicable margin for any term SOFR rate loan will range from 3.00 % to 4.00 % and for any ABR loan will range from 2.00 % to 3.00 %, in each case depending on the secured net leverage ratio.

After the Covenant Relief Period, the applicable margin for any term SOFR rate loan will range from 2.00 % to 3.00 % and for any ABR loan will range from 1.00 % to 2.00 %, in each case depending on the secured net leverage ratio.

The Credit Agreement, as amended through the Third Amendment, required the Borrower to maintain compliance with (i) a secured net leverage ratio at levels ranging from 4.50 :1.00 to 6.25 :1.00 and stepping down to 4.50 :1.00 by April 2026 (which has been further amended by the Fourth Amendment, as discussed below) and (ii) an interest coverage ratio of at least 1.50 :1.00 on and prior to September 30, 2025 and at least 2.00 :1.00 on December 31, 2025 and thereafter.

The Credit Agreement, as amended through the Third Amendment, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $ 15 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $ 20 million of unrestricted cash on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.

As of December 31, 2024, the Company was in compliance with its financial covenants.

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.

We incurred a total of $ 2.4 million in financing fees in connection with the Third Amendment.

Approximately $ 1.3 million of the fees were allocated to the Term Loan Facility and are being amortized over the remaining term of the Term Loan Facility utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility.

Approximately $ 1.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the remaining term of the Revolving Credit Facility.

The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023, and amended the thresholds for compliance with the Company’s (i) secured net leverage ratio, and (ii) interest coverage ratio, which were further amended by the Fourth and Fifth Amendments as described below.

The Third Amendment permits the Company to issue convertible notes, including the 2029 Convertible Notes, and limited the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments.

The Credit Agreement, as amended through the Third Amendment, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $ 15 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $ 20 million of unrestricted cash, as defined within the Third Amendment of the Credit Agreement, on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.

On January 15, 2025, the Company, entered into an Incremental Assumption Agreement and Amendment No.

4 (the “Fourth Amendment” ) to the Credit Agreement.

The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower under the Credit Agreement by $ 25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”).

The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended through the Fourth Amendment, is $ 200.0 million.

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 Fourth Amendment also modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period and clarified that the Company’s minimum liquidity covenant will not apply after the Covenant Relief Period ends.

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

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

The Fifth Amendment modified and extended 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 permitted 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 (c) on October 1, 2026 and thereafter, 2.00 x.

As of the date of this Annual Report on Form 10-K, the Company was in compliance with its financial covenants.

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

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Pursuant to the terms of the 2029 Convertible Notes, noteholders may convert their 2029 Convertible Notes at their option only in the following circumstances:

(i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, 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;

(i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, 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;

(ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time;

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The conversion price and conversion rate are subject to customary adjustments.

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”), of which $ 11.5 million was from related parties.

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

The 2031 Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Consolidated Balance Sheets.

At December 31, 2025, the carrying value of the 2031 Convertible Notes was $ 28.9 million, of which $ 11.1 million was from related parties.

We incurred a total of $ 1.2 million of financing fees in connection with the 2031 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 2031 Convertible Notes utilizing the effective interest rate method.

Pursuant to the terms of the 2031 Convertible Notes, noteholders may convert their 2031 Convertible Notes at their option only in the following circumstances:

(i) 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;

(ii) 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 (iii) 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.

International Debt and Lending Facilities

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The facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

The facility was set to mature one year from inception.

Borrowings under the facility bore interest at the borrower’s option at a rate equal to (a) Term SOFR, as defined in the facility, 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 %).

The facility matured one year from inception.

Borrowings under the facility bore 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 %).

On March 8, 2024, Falcon renewed its working capital trade finance facility with multiple institutions.

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The interest rates and maturity date were unchanged as a result of the amendment.

On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions.

The facility size was increased from $ 75.0 million to $ 85.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

The facility will mature one year from inception.

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 % ).

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 December 31, 2025, there was $ 82.6 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Consolidated Balance Sheets.

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Falcon was in compliance with these financial covenants as of December 31, 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 our subsidiary, Falcon.

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 will 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.

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;

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.

On December 16, 2025, Falcon amended its working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund.

The amendment extended the maturity date on the then remaining outstanding

balance of $ 3.5 million to March 31, 2028, and requires stepped repayments of $ 1.0 million during 2026, $ 2.0 million during 2027 and $ 0.5 million on March 31, 2028.

On December 16, 2025, Falcon obtained an additional $ 2.9 million loan with responsAbility Climate Smart Agriculture & Food Systems Fund.

The facility will mature on December 31, 2028 and requires stepped repayments of $ 2.9 million throughout 2028.

At December 31, 2025, there was $ 6.4 million of outstanding borrowings under the facility, of which $ 5.4 million and $ 1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Consolidated Balance Sheets.

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Falcon was in compliance with these financial covenants as of December 31, 2025.

Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage and inventory-backed lending facilities with a local bank in Rwanda:

(a) a short-term trade finance facility with a balance of $ 4.0 million at December 31, 2024 and (b) a long-term note payable with a balance of $ 0.6 million at December 31, 2024, of which $ 0.4 million is reported in current maturities of long-term debt on the Consolidated Balance Sheets.

Series A Preferred Shares

The Company has 23,510,527 Westrock Series A Preferred Shares outstanding, which rank senior to the Common Shares with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Westrock.

Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares.

Each holder of Westrock Series A Preferred Shares is entitled to vote, on an as-converted basis, as a single class with the holders of Common Shares and the holders of any other class or series of capital stock of Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares.

The initial liquidation preference of Westrock Series A Preferred Shares is $ 11.50 per share, plus any declared but unpaid dividends and subject to accretion under certain circumstances.

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The initial conversion price of $ 11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price.

During the year ended December 31, 2024, the Company issued 1,395 Common Shares upon the conversion of 1,395 Westrock Series A Preferred Shares, receiving no proceeds upon the issuance of the Common Shares.

After February 26, 2028 (i.e., the five and a half year anniversary of the Closing), 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.

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 December 31, 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 (i.e., the five and a half year anniversary of the date of Closing), 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.

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.

The redemption price for the Westrock Series A Preferred Shares held by controlled affiliates of Brown Brothers Harriman & Co.

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

(“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.

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

Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method.

Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date using the effective interest rate method.

The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share.

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We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Consolidated Balance Sheets.

We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities.

Forward and futures contracts are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price.

We use various types of derivative instruments including, but not limited to, forward contracts, exchange-traded futures and options contracts and, over-the-counter (“OTC”) commodity swaps and options contracts for certain commodities.

Forward and futures contracts, and commodity swaps are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price.

Forward contracts are traded over the counter whereas futures contracts are traded on an exchange.

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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 years ended December 31, 2024, 2023 or 2022.

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.

Within our Beverage Solutions segment, we have entered into coffee futures, swaps, and options 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.

These derivative instruments have been designated as cash flow hedges.

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The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 116.8 million pounds and 11.0 million pounds as of December 31, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 90.0 million pounds and 63.4 million pounds, respectively.

Approximately $ 15.8 million of net realized gains, $ 6.4 million of net realized losses and $ 13.1 million of net realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $ 19.8 million.

During the years ended December 31, 2025 and 2024, the Company purchased coffee futures contracts, commodity swaps, and coffee options contracts under our cash flow hedging program with aggregate notional amount of 256.0 million pounds and 90.0 million pounds, respectively.

Approximately $ 20.1 million of net realized gains, $ 15.8 million of net realized gains and $ 6.4 million of net realized losses, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $ 16.1 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.

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Total derivative assets

Derivative liabilities designated as cash flow hedging instruments:

Coffee futures contracts (1)

Derivative liabilities

Commodity swaps

Derivative liabilities

Options contracts (2)

Derivative liabilities

Derivative liabilities not designated as cash flow hedging instruments:

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1 - The fair value of coffee futures 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 years ended December 31, 2025, 2024 and 2023:

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Observable inputs include quoted prices for similar instruments in active and non-active markets.

Level 2 includes those financial instruments that are valued with industry standard

valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace.

Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace.

Level 2 inputs may also include insignificant adjustments to market observable inputs.

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Green coffee associated with forward contracts

Forward purchase and sales contracts

Coffee futures contracts

Commodity swaps

Options contracts (1)

Forward purchase and sales contracts

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2024:

Private Warrants

Fair value as of December 31, 2023

Change in fair value

Warrant exchange

Fair value as of December 31, 2024

1 – Options contracts include counterparty netting.

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

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Coffee futures contracts

Options contracts

Forward purchase and sales contracts

Westrock Public Warrants

Westrock Private Warrants

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2024:

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Fair value as of December 31, 2023

Transfer out of level 3

Change in fair value

Warrant exchange

Fair value as of December 31, 2024

Financial instruments consist primarily of cash, accounts receivable, accounts payable, a supply chain finance program, convertible notes payable, short-term debt and long-term debt.

Financial instruments consist primarily of cash, accounts receivable, accounts payable, supply chain finance program obligations, inventory repurchase obligations, convertible notes payable, short-term debt and long-term debt.

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.

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Coffee futures contracts and coffee options are valued based on quoted market prices.

The estimated fair value for green coffee inventories associated with forward contracts and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity.

The estimated fair value for green coffee inventories associated with forward contracts, commodity swaps, OTC options contracts, and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity.

These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions.

As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.

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

The estimated fair value of the Convertible Notes was $ 59.6 million as of December 31, 2024, and was determined using a binomial lattice , which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at December 31, 2024 include the expected volatility and assumed debt yield of 45.0 % and 15.3 %, respectively.

Westrock Public Warrants are valued based on their quoted market price of $ 2.30 per warrant as of December 31, 2023.

As of December 31, 2023, the Westrock Private Warrants price of $ 2.68 per warrant was valued using a binomial lattice valuation model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs were as follows:

December 31, 2023

Exercise price

Expected term (years)

Expected volatility

Risk-free rate of return

Dividend yield

The most significant of these primary unobservable inputs utilized in determining the fair value of the Westrock Private Warrants is the expected volatility of the stock price, which is determined by use of an option pricing model.

As a result, green coffee associated with forward contracts, commodity swaps, OTC options contracts, and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.

The 2029 Convertible Notes and 2031 Convertible Notes are carried on the Consolidated Balance Sheets at amortized cost.

The estimated fair value of the 2029 Convertible Notes and 2031 Convertible Notes as of December 31, 2025 was $ 59.1 million and $ 30.2 million, respectively, and was determined using a binomial lattice model , which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at December 31, 2025 include the expected volatility of 50.0 % and assumed debt yield of 14.5 % and 14.6 % for the 2029 Convertible Notes and 2031 Convertible Notes, 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 years ended December 31, 2024 and 2023 requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the $ 5.7 million of impairment charges for the year ended December 31, 2024 related to the restructuring activities discussed in Note 3.

The equipment is no longer in use and was determined to have no salvage value.

No events occurred during the years ended December 31, 2025 and 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 December 31, 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.

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As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations.

Income tax benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Stock Options

In August 2022, in connection with the Transaction, unit option awards issued under the Company’s 2020 Unit Option Incentive Plan, as amended (the “2020 Option Plan”), were equitably converted in accordance with the terms of the 2020 Option Plan and the Transaction Agreement.

Each outstanding option to purchase units of Westrock Coffee Holdings, LLC, whether vested or unvested, was converted into an option to purchase Common Shares based on an exchange ratio (the “Exchange Ratio”) defined in the Transaction Agreement.

The per unit exercise price of unit options was converted to a per share exercise price based on the Exchange Ratio, and with respect to performance-based options, such options converted into performance-based options to purchase Common Shares that vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $ 18.50 per share.

These changes were deemed to be Type I modifications under ASC 718, Compensation – Stock Compensation;

however, these modifications did not result in any additional compensation expense to be recognized by the Company.

As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”), no additional awards will be granted under the 2020 Option Plan.

The fair value of the Westrock common units underlying the options granted under the 2020 Option Plan had been determined by the Westrock board of directors, with input from management and corroboration from contemporaneous, independent third-party valuations.

Given the absence of a public trading market for the Westrock common units when the options were granted under the 2020 Option Plan, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide:

Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Westrock board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Westrock common units at each grant date, including obtaining independent third-party valuations.

Independent third-party valuations that we utilized to estimate the fair value of the Westrock common units underlying the unit options under the 2020 Option Plan included a combination of an income approach, based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions.

The discounted cash flow model reflected our assumptions regarding revenue growth rates, cost structure, economic and market trends, and other expectations around the anticipated operating results of our business.

We discounted the estimated cash flows for the entity using rates that represented a market participant’s weighted average cost of capital commensurate with the underlying business operations.

The market approach developed an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly traded companies, as well as multiples for relevant transactions that have taken place.

We evaluated the weighting applied to each valuation methodology in the determination of the concluded fair value.

During the year ended December 31, 2022 we granted 0.3 million options to employees.

period is $ 18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment.

Outstanding stock options were issued under the Company’s Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan (the “2020 Option Plan”).

One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $ 18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment.

All option grants have an exercise price of $ 9.54 and generally have a ten-year term prior to expiration.

The fair value of the option grants is amortized to expense over the vesting period, which is generally four years .

The Company recognizes expense related to the options using graded vesting attribution and recognized approximately $ 0.1 million, $ 0.4 million and $ 0.6 million of expense for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations.

The total compensation cost of unvested options, not yet recognized, is approximately $ 0.1 million, which is to be recognized over the next two years .

As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”), no additional awards will be granted under the 2020 Option Plan.

Weighted-Average

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The intrinsic value of options outstanding as of December 31, 2025 was zero , calculated using $ 4.07 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025.

Restricted Stock

On February 28, 2020, the Company granted restricted Common Units to three key executives.

In August 2022, in connection with the Transaction, each restricted Common Unit was converted into 0.1049203474320 restricted Common Shares (“RCSs”).

Such RCSs carry the same rights and limitations as the Common Shares under the organizational documents of the Company, except that the RCSs are subject to vesting and forfeiture.

The RCSs vest in three installments on each anniversary of the grant date, vesting in full on February 28, 2023.

During the year ended December 31, 2023, the Company issued 310,670 Common Shares upon vesting of RCSs, for which no proceeds were recorded.

RCS expense is based on the fair value of the common units on the date of grant and is amortized over the vesting period, which is generally three years .

The value of the RCSs was calculated using a combination of historic equity and implied asset volatility of 40 %, a risk-free rate of 1.14 %, and a marketability discount of 30 %.

The Company recognized approximately $ 0.1 million in expense for the RCSs in the year ended December 31, 2023, which is included in selling, general and administrative expense on our Consolidated Statements of Operations.

The total compensation cost of stock options vested during the years ended December 31, 2025, 2024 and 2023 was not material.

The total compensation cost of unvested options, not yet recognized, will be recognized over the next year and is not expected to be material.

Restricted Stock Unit Awards

During the years ended December 31, 2024 and 2023, the Company granted 1.4 million and 1.4 million restricted stock units (“RSUs”), respectively, under the 2022 Equity Plan.

The RSUs had a grant date fair value of $ 13.7 million and $ 15.8 million, respectively, which was calculated using the closing price of the Common Shares on the applicable date of grant.

The RSUs are amortized on a straight-line basis to expense over the vesting period.

For RSUs issued during 2024, the vesting period is four years , and for RSUs issued prior to 2024, the vesting period is three years .

During the years ended December 31, 2024 and 2023, the Company recognized approximately $ 11.6 million and $ 8.3 million,

respectively, in expense for the RSUs.

The Company grants restricted stock units (“RSUs”) under the 2022 Equity Plan.

RSUs may contain a service, performance or market condition on which vesting is based.

Service-based RSUs vest in equal installments on anniversaries of the grant date over the explicit service period, which ranges from one to four years .

The Company recognizes the expense relating to these units on a straight-line basis over the vesting period.

Performance-based RSUs vest upon satisfaction of the Company’s achievement of certain pre-defined performance targets during a stated performance period and are subject to the employee’s continuing employment throughout.

The Company recognizes the expense relating to these units over the explicit service period, based on the probability of achievement of the performance targets.

Market-based RSUs vest upon the Company’s achievement of certain stock price targets over a stated measurement period, subject to the employee’s continuing employment throughout.

The Company recognizes the expense relating to these units over the derived service period, even if the market condition is not achieved.

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 year ended December 31, 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 years ended December 31, 2025 and 2024, the Company granted 1.5 million and 1.4 million RSUs with an aggregate grant date fair value of $ 9.1 million and $ 13.7 million, respectively, under the 2022 Equity Plan.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $ 14.5 million, $ 11.6 million and $ 8.3 million, respectively, in expense for the RSUs.

As of December 31, 2025, total unrecognized compensation costs related to RSUs were approximately $ 10.1 million.

These costs are expected to be recognized over a weighted average period of 1.4 years.

As of December 31, 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 year ended December 31, 2025.

Service-based Restricted Stock Units

Performance-based Restricted Stock Units

Market-based Restricted Stock Units

Weighted-Average

Fair Value at

Outstanding at December 31, 2024

( 1,060,935 )

Outstanding at December 31, 2025

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Amounts reclassified from accumulated comprehensive income

Net accumulated other comprehensive income

Other comprehensive income attributable to non-controlling interests

Balance at end of period

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Amounts reclassified from accumulated comprehensive income

Net accumulated other comprehensive income

Other comprehensive income attributable to non-controlling interests

Balance at end of period

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Year Ended December 31,

Income tax expense (benefit) at U.S.

statutory income tax rate

State income tax expense (benefit), net of federal benefit

Foreign rate differential

Change in fair value of warrants

federal statutory tax rate

State and local income taxes, net of federal income tax effect 1

Foreign tax effects

United Kingdom

Change in valuation allowance

Other foreign jurisdictions

Effect of cross-border tax laws

Global intangible low-taxed income ("GILTI") inclusion

Stock compensation (windfall)/shortfall

Corporate interest restriction

Excess compensation (§162(m))

Other permanent differences

Change in valuation allowance

Provision to return adjustments

Effect of change in foreign tax rates

Nontaxable or nondeductible items

Change in fair value of warrants

Excess compensation (§162(m))

Share-based payment awards

Other nontaxable or nondeductible items

Other adjustments

Basis difference in equity method investment

Income tax expense (benefit)

Effective tax rate

1 - State taxes in California made up the majority (greater than 50 percent) of the tax effect in this category in both 2025 and 2023 , while state taxes in Virginia and Illinois made up the majority in 2024 .

Income taxes paid, net of refunds, by jurisdiction consisted of the following:

December 31, 2025

December 31, 2024

December 31, 2023

United Kingdom

Other foreign jurisdictions

The Company paid income taxes, net of refunds of $ 1.2 million, $ 0.4 million and $ 1.4 million for years ended December 31, 2025, 2024 and 2023, respectively.

For the years ended December 31, 2025 and 2023, the Company paid income taxes, net of refunds in the United Kingdom of $ 0.6 million and $ 0.9 million respectively.

As the remaining amounts of income taxes paid, net of refunds are considered immaterial to the consolidated financial statements, further disaggregation by federal, state and foreign jurisdictions has not been provided.

Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows:

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We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A valuation allowance related to domestic deferred tax assets of $ 54.2 million was recorded as of December 31, 2025, of which $ 44.0 million and $ 8.9 million were against the Company’s federal and state net operating loss carryforwards, respectively, and $ 1.1 million was against an equity method investment.

A valuation allowance related to domestic deferred tax assets of $ 26.7 million was recorded as of December 31, 2024, of which $ 21.0 million and $ 5.7 million were against the Company’s federal and state net operating loss carryforwards, respectively.

A valuation allowance related to domestic deferred tax assets of $ 9.9 million was recorded as of December 31, 2023, of which $ 7.6 million was against a portion of the Company’s Section 163(j) interest limitation carryforward, and the remainder was against certain state net operating losses.

A valuation allowance related to foreign deferred tax assets of $ 1.6 million and $ 3.8 million was recorded against certain foreign net operating losses as of December 31, 2025 and 2024, respectively.

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Ending Balance

During the year ended December 31, 2024, the valuation allowance increased $ 17.7 million, which was comprised of additional income tax expense of $ 20.8 million that is reflected as a component of the effective tax rate against continuing operations, partially offset by an income tax benefit of $ 3.1 million, which is reflected as a component of other comprehensive income.

During the year ended December 31, 2025, the valuation allowance increased $ 25.2 million, which was comprised of additional income tax expense of $ 16.3 million that is reflected as a component of the effective tax rate against continuing operations, and $ 6.9 million reflected as a component of other comprehensive income.

As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 319.0 million which do not expire.

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As of December 31, 2025 and 2024, the Company’s reserve for uncertain tax positions was $ 6.7 million and $ 5.0 million, respectively.

It is reasonably possible the Company’s reserve for uncertain tax positions could increase or decrease in the next 12 months.

However, it is not practical to estimate the change, which may be influenced by several factors.

Of the total reserve for uncertain tax positions as of December 31, 2025 and 2024, only $ 0.1 million and $ 0.1 million, respectively, would impact the effective tax rate if released.

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Ending Balance

As of December 31, 2024, undistributed earnings of certain foreign subsidiaries of approximately $ 9.9 million are intended to be permanently reinvested outside the U.S.

As of December 31, 2025, undistributed earnings of certain foreign subsidiaries are intended to be permanently reinvested outside the U.S.

Accordingly, no provision for foreign withholding tax, foreign exchange gains/losses or state income taxes associated with a distribution of these earnings has been made.

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As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260 Earnings per Share (“ASC 260”) .

The dilutive effect of Westrock Series A Preferred Shares and the Convertible Notes is calculated using the if-converted method, which assumes an add-back of any accretion on preferred shares and interest expense associated with the Convertible Notes to net income attributable to shareholders as if the securities were converted to Common Shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Shares being included in the number of weighted-average units outstanding.

The dilutive effect of Westrock Series A Preferred Shares, the 2029 Convertible Notes and the 2031 Convertible Notes is calculated using the if-converted method, which assumes an add-back of any accretion on preferred shares and interest expense associated with the 2029 Convertible Notes and 2031 Convertible Notes to net income attributable to shareholders as if the securities were converted to Common Shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Shares being included in the number of weighted-average units outstanding.

The dilutive effect of time-based option awards and RSUs is calculated using the treasury stock method, while performance-based awards are treated as contingently issuable.

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Net income (loss) attributable to common shareholders - basic

Effect of participating securities

Net income (loss) attributable to common shareholders - diluted

Weighted-average common shares outstanding - basic

Effect of dilutive participating securities

Effect of dilutive non-participating securities

Weighted-average common shares outstanding - diluted

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We define Segment Adjusted EBITDA as net (loss) income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc., impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway extract and ready-to-drink facility into commercial production, certain recurring operating costs related to the scale-up of operations of the Conway extract and ready-to-drink facility, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented).

The Company’s Chief Executive Officer, it’s chief operating decision maker (“CODM”), reviews Segment Adjusted EBITDA for the purpose of making operating decisions, assessing financial performance, and deciding how to allocate resources.

The Company’s Chief Executive Officer, its chief operating decision maker (“CODM”), reviews Segment Adjusted EBITDA for the purpose of making operating decisions, assessing financial performance, and deciding how to allocate resources.

Segment Adjusted EBITDA is used by the CODM to review operating trends and to monitor budget-to-actual variances in order to make key operating decisions.

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Transaction, restructuring and integration expense

Change in fair value of warrant liabilities

Equity-based compensation

Impairment charges

Conway extract and ready-to-drink facility pre-production costs

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Change in fair value of warrant liabilities

Management and consulting fees (S&D acquisition)

Equity-based compensation

Impairment charges

Conway extract and ready-to-drink facility pre-production costs

Conway extract and ready-to-drink facility scale up operating costs

Mark-to-market adjustments

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Equity-based compensation

Conway extract and ready-to-drink facility pre-production costs

Mark-to-market adjustments

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Year Ended December 31, 2025

Cost of sales

Costs of sales

Employee related (1)

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Year Ended December 31, 2024

Cost of sales

Costs of sales

Employee related (1)

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Year ended December 31, 2023

Cost of sales

Costs of sales

Employee related (1)

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Commitments and Contingencies

We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business.

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, 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, Case No.

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 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 the case has been set for trial on February 22, 2027.

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.

We are subject to various other claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business.

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.

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

In addition, at December 31, 2024 we had an obligation to repurchase $ 0.6 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.

In addition, at December 31, 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 Consolidated Balance Sheet.

Related Party Transactions

Prior to the Conversion, the Company had subordinated debt issued to Wooster Capital, LLC, which is owned and controlled by our co-founder and Chairman, Joe T.

Ford, and the estate of Jo Ellen Ford, who have or had ownership in the Company.

Brown Brothers Harriman & Co.

is a holder of Common Shares and Westrock Series A Preferred Shares and, prior to the Conversion, was a holder of Westrock Series A and Series B Preferred Units.

Furthermore, during 2022, Brown Brothers Harriman & Co.

participated in Falcon’s working capital trade finance facility.

As such, these persons and entities are deemed related parties.

In February 2024, the Company sold and issued Convertible Notes to Westrock Group, LLC (an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors) and HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares), each a related party.

In February 2024, the Company sold and issued convertible notes (see Note 12) to Westrock Group, LLC (an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors) and HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares), each a related party.

In November 2025, the Company sold and issued convertible notes (see Note 12) to HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares) and Jeffrey H.

Fox Revocable Trust (an affiliate of Jeffrey H.

Fox, a member of the board of directors of the Company), each a related party.

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

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Wooster Capital

HF Direct Investment Pool, LLC

HF Direct Investments Pool, LLC

Fox Revocable Trust

December 31, 2025

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Wooster Capital

HF Direct Investment Pool, LLC

HF Direct Investments Pool, LLC

Fox Revocable Trust

Unamortized debt costs

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Wooster Capital

HF Direct Investment Pool, LLC

Brown Brothers Harriman

Jo Ellen Ford

HF Direct Investments Pool, LLC

Fox Revocable Trust

In connection with the acquisition of S&D Coffee, Inc.

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The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations.

The Company recognized no such expenses during the year ended December 31, 2024.

For the years ended December 31, 2023 and 2022, the Company recognized $ 0.6 million and $ 3.3 million, respectively, of such expenses.

The Company recognized no such expenses during the years ended December 31, 2025 or 2024.

For the year ended December 31, 2023, the Company recognized $ 0.6 million of such expenses.

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

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At December 31, 2025, we had $ 0.1 million payable to Westrock Group.

During the year ended December 31, 2025, Falcon purchased $ 9.6 million, of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

There was no such activity during the years ended December 31, 2024 and 2023.

At December 31, 2025, we had $ 1.2 million payable to the Rwandan JV.

Subsequent Events

On January 15, 2025, the Company, entered into an Incremental Assumption Agreement and Amendment No.

4 (the “Fourth Amendment”) to the Credit Agreement.

The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, is $ 200.0 million.

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 Company’s extract and ready-to-drink manufacturing facility in Conway, Arkansas, 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 the date of this Annual Report on Form 10-K, the Company was in compliance with its financial covenants.

On March 5, 2026, Falcon renewed its working capital trade finance facility with multiple institutions.

The facility size was increased from $ 102.5 million to $ 110.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

The facility will mature one year from inception.

Borrowings under the facility will 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 %).

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data