1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
+Added: We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
+Added: processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report.
6 unchanged sentences
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for emerging growth companies.
−Removed: Remediation of Material Weaknesses in Internal Control Over Financial Reporting
−Removed: As previously disclosed, Westrock did not design and maintain effective controls in response to the risks of material misstatement as changes to existing controls or the implementation of new controls were not sufficient to respond to
−Removed: changes to the risks of material misstatement to financial reporting.
−Removed: This material weakness in risk assessment contributed to the following material weakness:
−Removed: Westrock did not design and maintain effective controls over the period-end financial reporting process to achieve complete and accurate financial accounting, reporting and disclosures, including the presentation and classification of various accounts and the recognition of operating lease right-of-use assets and operating lease liabilities in the consolidated financial statements, which resulted in immaterial adjustments to certain interim and annual periods for the years ending December 31, 2020 through June 30, 2024, and material adjustments to the cash flow presentation of net repayments from repurchase agreements within financing activities within the condensed consolidated statement of cash flows for the six months ended June 30, 2023 and to operating lease right-of-use assets and operating lease liabilities within the consolidated balance sheet as of December 31, 2023.
−Removed: To remediate the material weaknesses, management has taken certain measures including the following:
−Removed: ● Hired additional accounting and information technology (“IT”) personnel, including a new chief accounting officer hired in May 2021, a new technical accounting resource hired in April 2022, a new IT compliance resource hired in March 2023, a new internal controls resource hired in April 2023 with the appropriate level of knowledge, training, and experience to establish an internal audit function responsible for testing internal controls to improve our internal control over financial reporting and IT capabilities, and a Chief Information Officer in November 2023 with public company IT compliance and cybersecurity experience.
−Removed: ● Developed and formalized a risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting based on criteria established in the COSO Framework.
−Removed: Entity level controls necessary to support management’s risk assessment and a process to evaluate the control environment in accordance with the COSO Framework were improved or implemented throughout 2023 and the six months ending June 30, 2024.
−Removed: ● Engaged a third party to assist in designing and implementing controls related to the period-end financial reporting process.
−Removed: ● Designed and implemented formal accounting procedures and controls during the quarters ended September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 that support Westrock’s period-end financial accounting, reporting and disclosures, including controls over close procedures workflow, preparation, review and oversight of account reconciliations and journal entries, presentation and classification, evaluation of internal information for disclosure, recognition of operating lease right-of-use assets and operating lease liabilities, and controls to reconcile financial statement and disclosure information to source documentation.
−Removed: During the year ended December 31, 2024, management completed the testing necessary to conclude that the newly implemented and enhanced controls were appropriately designed, implemented and operating effectively as of December 31, 2024, and concluded that the material weaknesses related to the period-end financial reporting process and risk assessment have been remediated.
Changes in Internal Control Over Financial Reporting
7 unchanged sentences
Our board of directors has adopted a code of business conduct and ethics, or “Code of Ethics,” which apply to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.
−Removed: The board of directors also adopted the Westrock Coffee Company Supplemental Code of Ethics for Chief Executive Officer and Senior Financial Officers (the “Supplemental Code of Ethics”).
+Added: The board of directors also adopted the Westrock Coffee
+Added: Company Supplemental Code of Ethics for Chief Executive Officer and Senior Financial Officers (the “Supplemental Code of Ethics”).
The Supplemental Code of Ethics applies to the Company’s chief executive officer, president, if any, chief financial officer and principal accounting officer.
26 unchanged sentences
Equity compensation plans not approved by security holders
+Added: (1) The number of securities remaining available for future issuance under the 2022 Equity Plan is based on a formula.
+Added: The 2022 Equity Plan provides that the maximum number of shares that may be granted pursuant to Awards (as defined in the 2022 Equity Plan) shall be 4,574,765, provided that on January 1 of each year until January 2031, the share reserve will automatically increase by an amount equal to 2% of the total number of shares outstanding on December 31 of the preceding calendar year (or such lesser number as determined by the Compensation Committee).
(2) This amount represents the number of shares of common stock underlying (i) stock options granted under the 2020 Option Plan (2,313,736) and (ii) RSUs granted under the 2022 Equity Plan (2,700,555).
34 unchanged sentences
February 15, 2024
+Added: Form of Convertible Note of Westrock Coffee Company, dated November 4, 2025
+Added: November 6, 2025
Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934
+Added: March 12, 2025
Registration Rights Agreement, dated as of April 4, 2022, by and among Westrock Coffee Holdings, LLC and the other parties thereto
19 unchanged sentences
January 15, 2025
+Added: Amendment No.
+Added: 5, dated as of November 4, 2025, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent
+Added: November 6, 2025
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Scott T.
9 unchanged sentences
March 21, 2023
+Added: Employment Agreement, dated August 26, 2022 , by and between Westrock Coffee Company and Samuel Ford
+Added: Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Kyle Newkirk
Westrock Coffee Company 2022 Equity Incentive Plan
3 unchanged sentences
Form of Restricted Stock Unit Award Agreement
+Added: Form of Performance Restricted Stock Unit Award Agreement
+Added: Form of Retention Opportunity Letter
Westrock Coffee Company Annual Cash Incentive Plan
7 unchanged sentences
Westrock Coffee Company Deferred Compensation Plan for Non-Employee Directors
+Added: March 12, 2025
Dealer Manager Agreement, dated as of August 28, 2024, by and among Westrock Coffee Company, Stifel, Nicolaus & Company, Incorporated, as dealer manager
3 unchanged sentences
Westrock Coffee Company Insider Trading and Information Policy
+Added: March 12, 2025
List of Subsidiaries of Westrock Coffee Company
24 unchanged sentences
Christopher Pledger
−Removed: Chief Financial Officer
+Added: Chief Financial Officer and Chief Administrative Officer
(Principal Financial Officer)
26 unchanged sentences
Hugh McColl, III
−Removed: March 12, 2025
/s/ Mark Edmunds
March 10, 2026
−Removed: March 12, 2025
/s/ Leslie Starr
24 unchanged sentences
Convertible notes payable - related party, net
−Removed: Warrant liabilities
Total liabilities
37 unchanged sentences
Proceeds from convertible notes payable - related party
−Removed: Proceeds from related party debt
Payment of convertible notes payable issuance costs
−Removed: Proceeds from de-SPAC merger and PIPE financing
Payment of common equity issuance costs
Proceeds from common equity issuance
−Removed: Payment of preferred equity issuance costs
−Removed: Common equivalent preferred dividends
Payment of taxes for net share settlement of equity awards
15 unchanged sentences
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.