Westrock Coffee Co 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ WESTROCK COFFEE COMPANY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page ​ ​ Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (Auditor Firm ID: 238 ) 53 Consolidated Balance Sheets – December 31, 2025 and December 31, 2024 54 Consolidated Statements of Operations – Years ended December 31, 2025, 2024 and 2023 55 Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2025, 2024 and 2023 56 Consolidated Statements of Shareholders’ Equity (Deficit) – Years ended December 31, 2025, 2024 and 2023 57 Consolidated Statements of Cash Flows – Years ended December 31, 2025, 2024 and 2023 58 Notes to Consolidated Financial Statements 59 Note 1. Organization and Description of Business 59 Note 2. Basis of Presentation and Consolidation 59 Note 3. Summary of Significant Accounting Policies 60 Note 4. Common Stock Warrants 70 Note 5. Revenue 71 Note 6. Acquisitions 74 Note 7. Inventories 74 Note 8. Property, Plant and Equipment, Net 74 Note 9. Leases 75 Note 10. Goodwill 76 Note 11. Intangible Assets, Net 77 Note 12. Debt 77 Note 13. Series A Preferred Shares 82 Note 14. Derivatives 83 Note 15. Fair Value Measurements 85 Note 16. Equity-Based Compensation 87 Note 17. Accumulated Other Comprehensive Income (Loss ) 89 Note 18. Income Taxes 91 Note 19. Earnings Per Share 93 Note 20. Segment Information 94 Note 21. Commitments and Contingencies 98 Note 22. Related Party Transactions 98 Note 23. Subsequent Events 99 ​ ​ ​ ​ ​ ​ ​ ​ 52 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Shareholders of Westrock Coffee Company ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Westrock Coffee Company and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the index appearing under Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ ​ /s/ PricewaterhouseCoopers LLP Little Rock, Arkansas March 10, 2026 ​ We have served as the Company's auditor since 2020. ​ ​ ​ 53 Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except par value) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 49,875 ​ $ 26,151 Restricted cash ​ ​ 21,164 ​ ​ 9,413 Accounts receivable, net of allowance for credit losses of $ 2,750 and $ 3,995 , respectively ​ ​ 94,099 ​ ​ 99,566 Inventories ​ ​ 199,802 ​ ​ 163,323 Derivative assets ​ ​ 15,049 ​ ​ 19,746 Prepaid expenses and other current assets ​ ​ 16,370 ​ ​ 15,444 Total current assets ​ ​ 396,359 ​ ​ 333,643 ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ ​ 483,606 ​ ​ 467,011 Goodwill ​ ​ 116,111 ​ ​ 116,111 Intangible assets, net ​ ​ 107,141 ​ ​ 114,879 Operating lease right-of-use assets ​ ​ 60,310 ​ ​ 63,380 Other long-term assets ​ ​ 12,451 ​ ​ 6,756 Total Assets ​ $ 1,175,978 ​ $ 1,101,780 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current maturities of long-term debt ​ $ 19,281 ​ $ 14,057 Short-term debt ​ ​ 82,640 ​ ​ 54,659 Accounts payable ​ ​ 91,175 ​ ​ 84,255 Supply chain finance program ​ ​ 96,594 ​ ​ 78,838 Derivative liabilities ​ ​ 28,600 ​ ​ 11,966 Accrued expenses and other current liabilities ​ ​ 95,340 ​ ​ 34,095 Total current liabilities ​ ​ 413,630 ​ ​ 277,870 ​ ​ ​ ​ ​ ​ ​ Long-term debt, net ​ ​ 360,703 ​ ​ 325,880 Convertible notes payable - related party, net ​ ​ 60,839 ​ ​ 49,706 Deferred income taxes ​ ​ 10,160 ​ ​ 14,954 Operating lease liabilities ​ ​ 58,146 ​ ​ 60,692 Other long-term liabilities ​ ​ 865 ​ ​ 1,346 Total liabilities ​ ​ 904,343 ​ ​ 730,448 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 21) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively, $ 11.50 liquidation value ​ ​ 273,503 ​ ​ 273,850 ​ ​ ​ ​ ​ ​ ​ Shareholders' Equity ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 300,000 shares authorized, 96,866 shares and 94,221 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively ​ ​ 969 ​ ​ 942 Additional paid-in-capital ​ ​ 544,567 ​ ​ 519,878 Accumulated deficit ​ ​ ( 534,370 ) ​ ​ ( 442,922 ) Accumulated other comprehensive income (loss) ​ ​ ( 13,034 ) ​ ​ 19,584 Total shareholders' equity (deficit) ​ ​ ( 1,868 ) ​ ​ 97,482 ​ ​ ​ ​ ​ ​ ​ Total Liabilities, Convertible Preferred Shares and Shareholders' Equity ​ $ 1,175,978 ​ $ 1,101,780 ​ ​ ​ 54 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands, except per share data) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net sales ​ $ 1,188,952 ​ $ 850,726 ​ $ 864,714 Costs of sales ​ ​ 1,038,188 ​ ​ 696,952 ​ ​ 724,856 Gross profit ​ ​ 150,764 ​ ​ 153,774 ​ ​ 139,858 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ ​ 185,469 ​ ​ 185,137 ​ ​ 144,577 Transaction, restructuring and integration expense ​ ​ 9,475 ​ ​ 13,797 ​ ​ 14,557 Impairment charges ​ ​ — ​ ​ 5,686 ​ ​ — Loss (gain) on disposal of property, plant and equipment ​ ​ 1,278 ​ ​ ( 1,722 ) ​ ​ 1,153 Total operating expenses ​ ​ 196,222 ​ ​ 202,898 ​ ​ 160,287 Loss from operations ​ ​ ( 45,458 ) ​ ​ ( 49,124 ) ​ ​ ( 20,429 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 55,747 ​ ​ 33,856 ​ ​ 29,157 Change in fair value of warrant liabilities ​ ​ — ​ ​ ( 7,015 ) ​ ​ ( 10,207 ) Other, net ​ ​ ( 4,087 ) ​ ​ 413 ​ ​ 1,446 Loss before income taxes and equity in earnings from unconsolidated entities ​ ​ ( 97,118 ) ​ ​ ( 76,378 ) ​ ​ ( 40,825 ) Income tax expense (benefit) ​ ​ ( 1,748 ) ​ ​ 3,728 ​ ​ ( 6,358 ) Equity in (earnings) loss from unconsolidated entities ​ ​ ( 4,925 ) ​ ​ 192 ​ ​ 100 Net loss ​ $ ( 90,445 ) ​ $ ( 80,298 ) ​ $ ( 34,567 ) Net loss attributable to non-controlling interest ​ ​ — ​ ​ — ​ ​ 15 Net loss attributable to shareholders ​ ​ ( 90,445 ) ​ ​ ( 80,298 ) ​ ​ ( 34,582 ) Amortization (accretion) of Series A Convertible Preferred Shares ​ ​ 347 ​ ​ 349 ​ ​ ( 161 ) Net loss attributable to common shareholders ​ $ ( 90,098 ) ​ $ ( 79,949 ) ​ $ ( 34,743 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.94 ) ​ $ ( 0.89 ) ​ $ ( 0.43 ) Diluted ​ $ ( 0.94 ) ​ $ ( 0.89 ) ​ $ ( 0.43 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 95,351 ​ ​ 89,795 ​ ​ 80,684 Diluted ​ ​ 95,351 ​ ​ 89,795 ​ ​ 80,684 ​ ​ ​ ​ ​ 55 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net loss ​ $ ( 90,445 ) ​ $ ( 80,298 ) ​ $ ( 34,567 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on derivative instruments ​ ​ ( 33,202 ) ​ ​ 15,501 ​ ​ 9,717 Foreign currency translation adjustment ​ ​ ( 419 ) ​ ​ 265 ​ ​ 204 Total other comprehensive income (loss) ​ ​ ( 33,621 ) ​ ​ 15,766 ​ ​ 9,921 Comprehensive (loss) income ​ ​ ( 124,066 ) ​ ​ ( 64,532 ) ​ ​ ( 24,646 ) Comprehensive income (loss) attributable to non-controlling interests ​ ​ — ​ ​ — ​ ​ 15 Comprehensive loss attributable to shareholders ​ ​ ( 124,066 ) ​ ​ ( 64,532 ) ​ ​ ( 24,661 ) Amortization of Series A Convertible Preferred Shares ​ ​ 347 ​ ​ 349 ​ ​ ( 161 ) Comprehensive loss attributable to common shareholders ​ $ ( 123,719 ) ​ $ ( 64,183 ) ​ $ ( 24,822 ) ​ ​ ​ ​ ​ ​ ​ 56 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Accumulated ​ Comprehensive ​ Non-Controlling ​ Total (Thousands) ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Paid-in Capital ​ ​ ​ Deficit ​ ​ ​ Income (Loss) ​ ​ ​ Interest ​ ​ ​ Equity (Deficit) Balance at December 31, 2022 ​ 75,020 ​ ​ 750 ​ ​ 342,664 ​ ​ ( 328,042 ) ​ ​ ( 6,103 ) ​ ​ 2,460 ​ $ 11,729 Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 34,582 ) ​ ​ — ​ ​ 15 ​ ​ ( 34,567 ) Issuance of common shares related to acquisitions ​ 40 ​ ​ — ​ ​ 446 ​ ​ — ​ ​ — ​ ​ — ​ ​ 446 Issuance of common shares related to Public Warrant exercise ​ 229 ​ ​ 2 ​ ​ 3,142 ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,144 Issuance of common shares related to stock options exercised ​ 88 ​ ​ 1 ​ ​ 847 ​ ​ — ​ ​ — ​ ​ — ​ ​ 848 Issuance of common shares related to conversion of Series A Convertible Preferred Shares ​ 76 ​ ​ 1 ​ ​ 881 ​ ​ — ​ ​ — ​ ​ — ​ ​ 882 Issuance of common shares related to purchase of non-controlling interest ​ 100 ​ ​ 1 ​ ​ 474 ​ ​ — ​ ​ — ​ ​ ( 2,475 ) ​ ​ ( 2,000 ) Issuance of common shares, net of issuance costs ​ 11,877 ​ ​ 119 ​ ​ 117,648 ​ ​ — ​ ​ — ​ ​ — ​ ​ 117,767 Accretion of Series A Convertible Preferred Shares ​ — ​ ​ — ​ ​ ( 161 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 161 ) Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,921 ​ ​ — ​ ​ 9,921 Equity-based compensation ​ 621 ​ ​ 6 ​ ​ 8,702 ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,708 Net share settlement of equity awards ​ — ​ ​ — ​ ​ ( 2,977 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,977 ) Balance at December 31, 2023 ​ 88,051 ​ $ 880 ​ $ 471,666 ​ $ ( 362,624 ) ​ $ 3,818 ​ $ — ​ $ 113,740 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 88,051 ​ $ 880 ​ $ 471,666 ​ $ ( 362,624 ) ​ $ 3,818 ​ $ — ​ $ 113,740 Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 80,298 ) ​ ​ — ​ ​ — ​ ​ ( 80,298 ) Issuance of common shares related to "at-the-market" offering program, net of issuance costs ​ 60 ​ ​ 1 ​ ​ 624 ​ ​ — ​ ​ — ​ ​ — ​ ​ 625 Issuance of common shares related to stock options exercised ​ 1 ​ ​ — ​ ​ 12 ​ ​ — ​ ​ — ​ ​ — ​ ​ 12 Issuance of common shares related to warrant exchange ​ 5,539 ​ ​ 54 ​ ​ 37,732 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ 37,786 Issuance of common shares related to conversion of Series A Convertible Preferred Shares ​ 1 ​ ​ — ​ ​ 16 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ 16 Amortization of Series A Convertible Preferred Shares ​ — ​ ​ — ​ ​ 349 ​ ​ — ​ ​ — ​ ​ — ​ ​ 349 Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 15,766 ​ ​ — ​ ​ 15,766 Equity-based compensation ​ 569 ​ ​ 7 ​ ​ 11,601 ​ ​ — ​ ​ — ​ ​ — ​ ​ 11,608 Net share settlement of equity awards ​ — ​ ​ — ​ ​ ( 2,122 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,122 ) Balance at December 31, 2024 ​ 94,221 ​ $ 942 ​ $ 519,878 ​ $ ( 442,922 ) ​ $ 19,584 ​ $ — ​ $ 97,482 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ 94,221 ​ ​ 942 ​ ​ 519,878 ​ ​ ( 442,922 ) ​ ​ 19,584 ​ ​ — ​ ​ 97,482 Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 90,445 ) ​ ​ — ​ ​ — ​ ​ ( 90,445 ) Issuance of common shares related to "at-the-market" offering program, net of issuance costs ​ 1,910 ​ ​ 19 ​ ​ 11,896 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ 11,915 Amortization of Series A Convertible Preferred Shares ​ — ​ ​ — ​ ​ 347 ​ ​ — ​ ​ — ​ ​ — ​ ​ 347 Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 33,621 ) ​ ​ — ​ ​ ( 33,621 ) Equity-based compensation ​ 735 ​ ​ 8 ​ ​ 14,544 ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,552 Net share settlement of equity awards ​ — ​ ​ — ​ ​ ( 2,098 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,098 ) Other ​ — ​ ​ — ​ ​ — ​ ​ ( 1,003 ) ​ ​ 1,003 ​ ​ — ​ ​ — Balance at December 31, 2025 ​ 96,866 ​ $ 969 ​ $ 544,567 ​ $ ( 534,370 ) ​ $ ( 13,034 ) ​ $ — ​ $ ( 1,868 ) ​ ​ ​ 57 Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 90,445 ) ​ $ ( 80,298 ) ​ $ ( 34,567 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 55,836 ​ ​ 34,745 ​ ​ 26,584 Impairment charges ​ ​ — ​ ​ 5,686 ​ ​ — Equity-based compensation ​ ​ 14,552 ​ ​ 11,608 ​ ​ 8,708 Provision for credit losses ​ ​ 1,890 ​ ​ 2,316 ​ ​ 979 Amortization of deferred financing fees included in interest expense ​ ​ 4,638 ​ ​ 3,224 ​ ​ 3,517 Write-off of unamortized deferred financing fees ​ ​ 137 ​ ​ — ​ ​ — (Gain) loss on disposal of property, plant and equipment ​ ​ 1,278 ​ ​ ( 1,722 ) ​ ​ 1,153 Gain on de-consolidation of Rwanda Trading Company ​ ​ ( 2,291 ) ​ ​ — ​ ​ — Mark-to-market adjustments ​ ​ 629 ​ ​ ( 4,622 ) ​ ​ ( 104 ) Change in fair value of warrant liabilities ​ ​ — ​ ​ ( 7,015 ) ​ ​ ( 10,207 ) Foreign currency transactions ​ ​ ( 141 ) ​ ​ 598 ​ ​ 1,864 Deferred income tax expense (benefit) ​ ​ ( 3,088 ) ​ ​ 3,287 ​ ​ ( 6,512 ) Other ​ ​ ( 3,347 ) ​ ​ 1,257 ​ ​ 2,486 Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 6,960 ) ​ ​ ( 2,766 ) ​ ​ 1,688 Inventories ​ ​ ( 46,903 ) ​ ​ ( 6,558 ) ​ ​ 915 Derivative assets and liabilities ​ ​ ( 6,010 ) ​ ​ 16,383 ​ ​ 6,440 Prepaid expense and other assets ​ ​ 3,349 ​ ​ 1,983 ​ ​ ( 1,890 ) Accounts payable ​ ​ 34,454 ​ ​ 5,693 ​ ​ ( 59,292 ) Accrued liabilities and other ​ ​ 23,408 ​ ​ 2,958 ​ ​ ( 5,826 ) Net cash used in operating activities ​ ​ ( 19,014 ) ​ ​ ( 13,243 ) ​ ​ ( 64,064 ) Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 88,800 ) ​ ​ ( 159,625 ) ​ ​ ( 164,611 ) Additions to intangible assets ​ ​ ( 174 ) ​ ​ ( 173 ) ​ ​ ( 173 ) Acquisition of business, net of cash acquired ​ ​ — ​ ​ — ​ ​ ( 2,392 ) Proceeds from sale of equity method investments and non-marketable securities ​ ​ 500 ​ ​ — ​ ​ — Acquisition of equity method investments and non-marketable securities, inclusive of cash contributed ​ ​ ( 2,952 ) ​ ​ — ​ ​ ( 1,385 ) Proceeds from sale of property, plant and equipment ​ ​ 462 ​ ​ 13,875 ​ ​ 206 Proceeds from deferred purchase price of sold trade receivables ​ ​ 8,788 ​ ​ — ​ ​ — Net cash used in investing activities ​ ​ ( 82,176 ) ​ ​ ( 145,923 ) ​ ​ ( 168,355 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments on debt ​ ​ ( 126,487 ) ​ ​ ( 181,242 ) ​ ​ ( 199,196 ) Proceeds from debt ​ ​ 185,853 ​ ​ 278,141 ​ ​ 258,490 Payments on supply chain financing program ​ ​ ( 181,513 ) ​ ​ ( 163,869 ) ​ ​ ( 32,141 ) Proceeds from supply chain financing program ​ ​ 199,269 ​ ​ 164,631 ​ ​ 110,217 Proceeds from convertible notes payable ​ ​ 18,500 ​ ​ 22,000 ​ ​ — Proceeds from convertible notes payable - related party ​ ​ 11,500 ​ ​ 50,000 ​ ​ — Payment of debt issuance costs ​ ​ ( 4,016 ) ​ ​ ( 3,329 ) ​ ​ ( 3,158 ) Payment of convertible notes payable issuance costs ​ ​ ( 1,175 ) ​ ​ ( 511 ) ​ ​ — Net proceeds from (repayments of) repurchase agreements ​ ​ 11,209 ​ ​ ( 7,706 ) ​ ​ ( 6,268 ) Net change in unremitted cash collections from servicing factored receivables ​ ​ 13,756 ​ ​ — ​ ​ — Proceeds from exercise of stock options ​ ​ — ​ ​ 12 ​ ​ 848 Proceeds from exercise of Public Warrants ​ ​ — ​ ​ — ​ ​ 2,632 Proceeds from issuance of common stock ​ ​ 12,097 ​ ​ 635 ​ ​ 118,767 Payment of equity issuance costs ​ ​ ( 181 ) ​ ​ ( 10 ) ​ ​ ( 1,000 ) Payment for purchase of non-controlling interest ​ ​ — ​ ​ — ​ ​ ( 2,000 ) Payment for taxes for net share settlement of equity awards ​ ​ ( 2,098 ) ​ ​ ( 2,122 ) ​ ​ ( 2,977 ) Net cash provided by financing activities ​ ​ 136,714 ​ ​ 156,630 ​ ​ 244,214 Effect of exchange rate changes on cash ​ ​ ( 49 ) ​ ​ 260 ​ ​ ( 360 ) Net increase (decrease) in cash and cash equivalents and restricted cash ​ ​ 35,475 ​ ​ ( 2,276 ) ​ ​ 11,435 Cash and cash equivalents and restricted cash at beginning of period ​ ​ 35,564 ​ ​ 37,840 ​ ​ 26,405 Cash and cash equivalents and restricted cash at end of period ​ $ 71,039 ​ $ 35,564 ​ $ 37,840 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment acquired but not yet paid ​ $ 12,889 ​ $ 32,582 ​ $ 23,124 Amounts obtained as beneficial interest in sold trade receivables ​ ​ 10,630 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 49,398 ​ $ 37,552 ​ $ 29,446 ​ ​ 58 Table of Contents WESTROCK COFFEE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization and Description of Business Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, consumer packaged goods (“CPG”), and hospitality industries around the world. We manage our business in two operating segments. ​ Beverage Solutions : Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries. Sustainable Sourcing & Traceability : Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, provide tangible economic empowerment and emphasize environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee. 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. 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. ​ On July 24, 2023, affiliates of Brown Brothers Harriman & Co. (the “BBH Investors”) exercised preemptive rights (the “BBH Preemptive Rights”) to purchase approximately 1.9 million Common Shares at a purchase price per share of $ 10.00 , under the terms of that certain Investor Rights Agreement, dated April 4, 2022, by and among the Company, the BBH Investors, and the other parties thereto. On August 7, 2023, the Company sold and issued the Common Shares to the BBH Investors, receiving aggregate gross proceeds of approximately $ 18.8 million. ​ Note 2. Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. The Consolidated Financial Statements 59 Table of Contents 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. Aggregate consideration paid for the interest totaled $ 3.2 million and included $ 2.0 million in cash and 100,000 Common Shares. Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction was accounted for as an equity transaction. For periods prior to April 3, 2023, equity interests not owned by us are reflected as non-controlling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share. Falcon operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. ​ Note 3. Summary of Significant Accounting Policies Use of Estimates 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. 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. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements. Going Concern ​ In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. 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, 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, interest coverage, and minimum 60 Table of Contents 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. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities not exceeding three months at the time of purchase. The fair values of our cash and cash equivalents approximate the amounts shown on our Consolidated Balance Sheets due to their short-term nature. Restricted Cash Restricted cash represents cash maintained in margin accounts in accordance with futures market and broker regulations. 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: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Cash and cash equivalents ​ $ 49,875 ​ $ 26,151 Restricted cash ​ ​ 21,164 ​ ​ 9,413 Total ​ $ 71,039 ​ $ 35,564 ​ Accounts Receivable and Allowance for Credit Losses 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 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. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account is determined to be uncollectible. 61 Table of Contents Activity in the allowance for credit losses was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Balance at beginning of period ​ $ 3,995 ​ $ 2,915 Charged to selling, general and administrative expense ​ ​ 1,890 ​ ​ 2,316 Write-offs, net ​ ​ ( 3,135 ) ​ ​ ( 1,236 ) Total ​ $ 2,750 ​ $ 3,995 ​ 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 Inventories are stated at the lower of cost, determined on the average cost method, or net realizable value. Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs. Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. 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, 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 Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of sales and selling, general and administrative expense and is determined using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred. 62 Table of Contents As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses. Capitalized Interest ​ We capitalize a portion of interest costs incurred related to assets that require a period of time to get them ready for their intended use. 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, 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 ​ The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $ 100.0 million. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Consolidated Balance Sheets. Amounts paid by the financing provider to suppliers are reported as cash inflows from financing activities and a corresponding cash outflow from operating activities in our Consolidated Statements of Cash Flows. Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Consolidated Statements of Cash Flows. Activity in the Program was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ December 31, 2024 Confirmed obligations outstanding at the beginning of the year ​ $ 78,838 ​ ​ ​ $ 78,076 Invoices confirmed during the period ​ ​ 199,269 ​ ​ 164,631 Confirmed invoices paid during the period ​ ​ ( 181,513 ) ​ ​ ( 163,869 ) Confirmed obligations outstanding at the end of the quarter ​ $ 96,594 ​ $ 78,838 ​ 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 associated with exit or disposal activities. ​ 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, 63 Table of Contents 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. Restructuring charges are not included in the Company’s measurement of segment profitability as discussed in Note 20. ​ During the second quarter of 2024, the Company committed to a plan to consolidate its manufacturing operations in its Beverage Solutions segment, which resulted in the closure and sale of its West Winds manufacturing facility in Concord, North Carolina, and the closure of its manufacturing facility in Richmond, California. All production from the impacted facilities was consolidated into other facilities operated by the Company in Concord, North Carolina and Conway, Arkansas. ​ 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 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. 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: ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (Thousands) ​ ​ ​ 2025 Balance at beginning of period ​ $ 644 Charges ​ ​ — Adjustments ​ ​ ( 186 ) Cash paid ​ ​ ( 458 ) Balance at end of the period ​ $ - ​ 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. No costs were incurred as a result of the lease termination. 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. 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 Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other , we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2025, all of 64 Table of Contents our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1. 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 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. Many factors are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections; and therefore, could affect the likelihood and amount of potential impairment in future periods. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future. Impairment of Property, Plant and Equipment We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. As discussed in the Restructuring Activities section of this Note 3, for the year ended December 31, 2024, the Company recognized impairment losses of approximately $ 5.6 million. For the years ended December 31, 2025 and 2023, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized. Intangible Assets As of December 31, 2025, our intangible assets subject to amortization, net of accumulated amortization were $ 107.1 million. 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. Other intangible assets are amortized over their expected recovery periods. 65 Table of Contents Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. As discussed in the Restructuring Activities section of this Note 3, for the year ended December 31, 2024, the Company recognized impairment losses of approximately $ 0.1 million. For the years ended December 31, 2025 and 2023, no impairment losses were recognized related to intangible assets subject to amortization. Warrant 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 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 ​ The equity method of accounting is used for investments in entities, partnerships and similar interests in which we have significant influence but do not control. 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. 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 ​ The Company holds strategic investments in other companies. These investments are accounted for under the measurement alternative described in ASC 321, Investments - Equity Securities (“ASC 321”) for equity investments that do not have readily determinable fair values. These investments are measured at cost, less impairment, if any. The Company does not exercise significant influence over these companies. These investments are recorded in other long-term assets on the Consolidated Balance Sheets. At December 31, 2025, the Company had equity investments with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value. ​ Debt Issuance Costs Debt issuance costs consist primarily of loan origination fees, underwriting, legal and other direct costs related to the issuance of debt. Fees related to the issuance of our Term Loan Facility are capitalized and amortized to interest expense over the term of the debt using the frozen effective yield method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to our Revolving Credit Facility are amortized ratably over the term of the Revolving Credit Facility and are included in other long-term assets in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations. 66 Table of Contents Derivatives We use derivative financial instruments to manage our exposure to movements in certain commodity prices, primarily green coffee. All derivative instruments are valued at fair value in the Consolidated Balance Sheets. We do not use derivative instruments for speculative purposes. For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into product costs of sales in the period, or periods, when the hedged transaction affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values of the cash flows of the underlying exposures being hedged. The change in fair value of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings. Revenue Recognition The Company’s revenue consists of products and services which are accounted for under ASC 606, Revenue from Contracts with Customers , (“ASC 606”) and from commodity contracts that are accounted for under ASC 815. 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 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. Although we occasionally accept returns of products from our customers, historically returns have not been material. Sales Incentives We participate in various incentive programs with our customers, including volume-based incentives, contractual rebates and promotional allowances. Volume incentives are based on our customers achieving volume targets for a period of time. Volume incentives and contractual rebates are deducted from revenue and accrued as the incentives are earned and are based on management’s estimate of the total the customer is expected to earn and claim. Promotional allowances are accrued at the time of revenue recognition and are deducted from revenue based on either the volume shipped, or the volume sold at the retailer location, depending on the terms of the allowance. We regularly review customer sales forecasts to ensure volume targets will be met and adjust incentive accruals and revenues accordingly. C osts of Sales We record costs associated with the manufacturing of our products in costs of sales. Finished goods inventory costs include the costs of direct labor and materials and the applicable share of overhead expense chargeable to production. Selling, General and Administrative Expense 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, 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 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. 67 Table of Contents Shipping and handling costs incurred to store, prepare, and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in costs of sales. Equity-Based Compensation 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. See Note 16. 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 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. Dollar as their functional currency. The assets and liabilities of non-U.S. active operations are translated to U.S. dollars at the exchange rates in effect at the balance sheet dates. Revenues and expenses are translated using average monthly exchange rates prevailing during the period. The resulting gains or losses are recorded in AOCI. Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases, using enacted income tax rates expected to apply when the deferred tax assets and liabilities are expected to be realized or settled. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions. A valuation allowance is established to reduce deferred income tax assets if, on the basis of available evidence, it is more likely than not that all or a portion of any deferred tax assets will not be realized. The consideration of available evidence requires significant management judgment including an assessment of the future periods in which the deferred tax assets and liabilities are expected to be realized and projections of future taxable income. Specifically, in assessing the need for a valuation allowance, we consider the reversal of taxable temporary differences, future taxable income, the ability to carryback certain attributes and tax-planning strategies. The ultimate realization of the deferred tax assets, including net operating losses, is dependent upon the generation of future taxable income during the periods prior to their expiration. If our estimates and assumptions about future taxable income are not appropriate, the value of our deferred tax assets may not be recoverable, which may result in an increase to our valuation allowance that will impact current earnings. We re-evaluate our need for a valuation allowance on a quarterly basis. We account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires management to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. 68 Table of Contents 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 The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. 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 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. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, costs of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the estimated fair value. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The results of operations of businesses acquired are included in the Company’s Consolidated Financial Statements from their dates of acquisition. Transaction, Restructuring and Integration Expense The Company expenses non-capitalizable transaction, restructuring and integration expenses in the period in which they are incurred and services are received. Transaction costs represent incremental transaction pursuit and unsuccessful pursuit costs, including professional services (legal, accounting, advisory, etc.), finder’s fees and other direct expenses associated with an acquisition or other capital markets transactions. Restructuring and integration costs include direct costs related to restructuring activities, and costs necessary to integrate our systems and business processes, including professional services, systems and data conversions costs, severance and retention bonuses. Recently adopted accounting pronouncements ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement 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 69 Table of Contents permitted. 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): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the update relate to the rate reconciliation and income taxes paid disclosure and are intended to improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the tax reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in the update are intended to improve comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in the update should be applied on a prospective basis, with retrospective application permitted. 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): Expense Disaggregation Disclosures In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures”. The amendments in this update include requirements for public business entities to provide disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements. ASU 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40) On September 18, 2025, the FASB issued ASU No. 2025-06 “Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)”. ASU 2025-06 removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed. ASU 2025-06 will be effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis. The Company is currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements. Note 4. Common Stock Warrants 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. 70 Table of Contents 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”). The Company offered to all holders of the Westrock Warrants the opportunity to receive 0.290 Common Shares in exchange for each of the Westrock Warrants tendered pursuant to the Offer. The Offer and Consent Solicitation expired on September 26, 2024 (the “Expiration Date”). As of the Expiration Date, (x) 16,676,541 outstanding Westrock Public Warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, representing approximately 97.42 % of the Westrock Public Warrants and (y) 2,026,046 outstanding Westrock Private Warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, representing 100 % of the Westrock Private Warrants. 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. Accordingly, the Company and the Warrant Agent entered into the Warrant Amendment, dated September 30, 2024. On September 30, 2024, the Company announced that it would exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each Westrock Public Warrant that is outstanding following the closing of the Offer for 0.261 Common Shares per warrant (the “Post-Offer Exchange”). The Company fixed the date for the Post-Offer Exchange as October 15, 2024. On October 16, 2024, the Post-Offer Exchange related to the Westrock Public Warrants was completed, resulting in the issuance of 115,220 Common Shares in exchange for then outstanding Westrock Public Warrants. Following the completion of the Post-Offer Exchange, no Westrock Warrants remain outstanding. Accordingly, the Westrock Public Warrants were suspended from trading on the Nasdaq as of the close of business on October 15, 2024, and were delisted. Note 5. Revenue Revenue from Contracts with Customers (ASC 606) We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia. The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. 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 71 Table of Contents 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 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. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material. At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. 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. Revenue from Forward Contracts (ASC 815) 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. 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. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts. Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfer to the customer. 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, 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. Contract Estimates The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $ 1.4 million at December 31, 2025 and $ 1.8 million at December 31, 2024. Other accrued deductions were $ 1.4 million at December 31, 2025 and $ 2.0 million at December 31, 2024 and are included as a reduction to accounts receivable, net in the Consolidated Balance Sheets. We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered. 72 Table of Contents Contract Balances Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2025 or 2024. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. 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. Such costs result from the payment of sales incentives and are amortized over the contract life. As of December 31, 2025 and 2024, no costs were capitalized as all arrangements were less than a year. Contract assets, primarily deferred promotional incentives paid to customers, totaled $ 1.0 million at December 31, 2025 and $ 1.2 million at December 31, 2024, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2025, 2024 and 2023 was $ 1.3 million, $ 1.5 million and $ 2.4 million, respectively, and are included in revenues in our Consolidated Statements of Operations. Concentration of Customers 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 In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, for the periods indicated is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Coffee & tea ​ $ 663,595 ​ $ 479,614 ​ $ 559,040 Flavors, extracts & ingredients ​ ​ 242,738 ​ ​ 175,804 ​ ​ 162,043 Other ​ ​ 2,116 ​ ​ 3,965 ​ ​ 1,782 Green coffee ​ ​ 280,503 ​ ​ 191,343 ​ ​ 141,849 Net sales ​ $ 1,188,952 ​ $ 850,726 ​ $ 864,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 United States ​ $ 947,890 ​ $ 673,186 ​ $ 744,067 All other countries ​ ​ 241,062 ​ ​ 177,540 ​ ​ 120,647 Net sales ​ $ 1,188,952 ​ $ 850,726 ​ $ 864,714 ​ For the years ended December 31, 2025, 2024 and 2023, other than the United States, no country accounted for more than 10 percent of our consolidated net sales. ​ 73 Table of Contents Note 6. Acquisitions ​ Bixby Roasting Co. ​ On February 28, 2023, the Company completed the acquisition of substantially all of the assets of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The transaction is accounted for as a business combination in accordance with ASC 805. Aggregate consideration paid for Bixby included 39,778 Common Shares and approximately $ 2.2 million in cash, for total consideration of $ 2.6 million, subject to customary adjustments. Net assets acquired totaled approximately $ 0.7 million. The acquisition allows the Company to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisition includes Bixby’s roasting facility in Los Angeles, California. The acquisition was recorded by allocating the costs of the assets acquired and liabilities assumed, which consisted of accounts receivable, inventory, property, plant and equipment, and accounts payable, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The Company finalized its purchase price allocation during the second quarter of 2023, recognizing approximately $ 2.0 million of goodwill, which is deductible for tax purposes, within our Beverage Solutions segment. 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. ​ ​ ​ Note 7. Inventories The following table summarizes inventories as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Raw materials ​ $ 86,231 ​ $ 82,412 Finished goods ​ ​ 38,236 ​ ​ 32,520 Green coffee ​ ​ 75,335 ​ ​ 48,391 Total inventories ​ $ 199,802 ​ $ 163,323 ​ Green coffee inventories represents green coffee held for resale. At December 31, 2025 and 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment. Note 8. Property, Plant and Equipment, Net The following table summarizes property, plant and equipment, net as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in Thousands) ​ ​ ​ Depreciable Lives ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Land ​ ​ ​ $ 5,160 ​ $ 6,581 Buildings ​ 10 - 40 years ​ ​ 182,653 ​ ​ 175,171 Leasehold improvements (1) ​ ​ ​ ​ 12,471 ​ ​ 12,320 Plant equipment ​ 3 - 15 years ​ ​ 360,576 ​ ​ 249,933 Vehicles and transportation equipment ​ 3 - 5 years ​ ​ 301 ​ ​ 615 IT systems ​ 3 - 7 years ​ ​ 13,271 ​ ​ 12,717 Furniture and fixtures ​ 3 - 10 years ​ ​ 7,612 ​ ​ 7,373 Customer beverage equipment (2) ​ 3 - 5 years ​ ​ 22,669 ​ ​ 21,826 Lease right-of-use assets (3) ​ ​ ​ ​ 60 ​ ​ 81 Construction in progress and equipment deposits ​ ​ ​ ​ 27,132 ​ ​ 85,279 ​ ​ ​ ​ ​ 631,905 ​ ​ 571,896 Less: accumulated depreciation ​ ​ ​ ​ ( 148,299 ) ​ ​ ( 104,885 ) Property, plant and equipment, net ​ ​ ​ $ 483,606 ​ $ 467,011 ​ 1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life. 2 - Customer beverage equipment consists of brewers held on site at customer locations. 3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term. 74 Table of Contents Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 48.0 million, $ 26.6 million and $ 18.4 million, respectively. Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use. All assets classified as construction in progress and equipment deposits at December 31, 2025 are expected to be in production use. Note 9. Leases We have operating leases for manufacturing, production, administrative, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from 1 year to 15 years , some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year . The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ Balance Sheet Location ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Right-of-use operating lease assets ​ Operating lease right-of-use assets ​ $ 60,310 ​ $ 63,380 Operating lease liabilities - current ​ Accrued expenses and other current liabilities ​ ​ 4,908 ​ ​ 4,420 Operating lease liabilities - noncurrent ​ Operating lease liabilities ​ ​ 58,146 ​ ​ 60,692 ​ During the years ended December 31, 2025 and 2024, the Company obtained approximately $ 2.5 million and $ 1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations. On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, Arkansas, the Company entered into a lease termination agreement for the Gregory Distribution Center lease. The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024. 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. Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Consolidated Statements of Operations. The components of lease costs for the year ended December 31, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ 2025 ​ ​ ​ 2024 Operating lease cost ​ $ 10,371 ​ $ 10,797 Short-term lease cost ​ ​ 1,305 ​ ​ 1,075 Total ​ $ 11,676 ​ $ 11,872 ​ The following table presents information about the Company’s weighted average discount rate and remaining lease term as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Weighted-average discount rate ​ ​ 7.8 % ​ ​ 7.7 % Weighted-average remaining lease term ​ ​ 11.4 years ​ ​ 12.1 years ​ 75 Table of Contents Supplemental cash flow information about the Company’s leases as of December 31, 2025 and 2024, respectively, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid related to operating lease liabilities ​ $ 9,429 ​ $ 9,670 ​ Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Consolidated Balance Sheets. There were no material finance leases as of December 31, 2025. Future minimum lease payments under non-cancellable operating leases as of December 31, 2025 are as follows: ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ ​ ​ 2026 ​ $ 9,262 2027 ​ ​ 9,010 2028 ​ ​ 8,361 2029 ​ ​ 8,377 2030 ​ ​ 6,518 Thereafter ​ ​ 55,858 Total future minimum lease payments ​ ​ 97,386 Less: imputed interest ​ ​ ( 34,332 ) Present value of minimum lease payments ​ $ 63,054 ​ ​ ​ Note 10. Goodwill Changes in the carrying amount of goodwill occurring during the years ended December 31, 2025 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beverage ​ ​ ​ ​ (Thousands) ​ Solutions ​ Total Balance at December 31, 2023 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 192,994 ​ $ 192,994 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ ​ 116,111 ​ ​ 116,111 Balance at December 31, 2024 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 192,994 ​ $ 192,994 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ ​ 116,111 ​ ​ 116,111 Balance at December 31, 2025 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 192,994 ​ $ 192,994 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ $ 116,111 ​ $ 116,111 ​ ​ 76 Table of Contents Note 11. Intangible Assets, Net The following table summarizes intangible assets, net as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) ​ ​ ​ Cost ​ ​ ​ Amortization ​ ​ ​ Net Customer relationships ​ $ 148,648 ​ $ ( 41,907 ) ​ $ 106,741 Favorable lease asset ​ ​ 220 ​ ​ ( 220 ) ​ ​ — Software ​ ​ 1,307 ​ ​ ( 907 ) ​ ​ 400 Intangible assets, net ​ $ 150,175 ​ $ ( 43,034 ) ​ $ 107,141 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) ​ ​ ​ Cost ​ ​ ​ Amortization ​ ​ ​ Net Customer relationships ​ $ 148,648 ​ $ ( 34,197 ) ​ $ 114,451 Favorable lease asset ​ ​ 220 ​ ​ ( 209 ) ​ ​ 11 Software ​ ​ 1,243 ​ ​ ( 826 ) ​ ​ 417 Intangible assets, net ​ $ 150,111 ​ $ ( 35,232 ) ​ $ 114,879 ​ Amortization expense of intangible assets was $ 7.8 million, $ 8.1 million and $ 8.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years . The estimated amortization expense for intangible assets subject to amortization over the next five years is: ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ ​ ​ 2026 ​ $ 7,818 2027 ​ ​ 7,818 2028 ​ ​ 7,792 2029 ​ ​ 7,784 2030 ​ ​ 7,734 Thereafter ​ ​ 68,195 Total ​ $ 107,141 ​ ​ Note 12. Debt Our long-term debt as of December 31, 2025 and 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Term loan facility ​ $ 145,469 ​ $ 155,313 Delayed draw term loan facility ​ ​ 45,313 ​ ​ 48,125 Revolving credit facility ​ ​ 145,000 ​ ​ 112,500 Convertible notes payable ​ ​ 102,000 ​ ​ 72,000 International trade finance lines ​ ​ 82,640 ​ ​ 54,659 International notes payable ​ ​ 6,360 ​ ​ 5,111 Other loans ​ ​ 7 ​ ​ 19 Total debt ​ ​ 526,789 ​ ​ 447,727 Unamortized debt costs ​ ​ ( 3,326 ) ​ ​ ( 3,425 ) Current maturities of long-term debt ​ ​ ( 19,281 ) ​ ​ ( 14,057 ) Convertible notes payable - related party, net ​ ​ ( 60,839 ) ​ ​ ( 49,706 ) Short-term debt ​ ​ ( 82,640 ) ​ ​ ( 54,659 ) Long-term debt, net ​ $ 360,703 ​ $ 325,880 ​ 77 Table of Contents The following table summarizes our long-term debt payments required in each of the next five years and thereafter: ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ ​ ​ 2026 ​ $ 19,281 2027 ​ ​ 319,508 2028 ​ ​ 3,360 2029 ​ ​ 72,000 2030 ​ ​ — Thereafter ​ ​ 30,000 Total ​ $ 444,149 ​ Credit Agreement 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. Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10 % for loans with an interest period of one month , 0.15 % for loans with an interest period of three months and 0.25 % for loans with an interest period of six months , as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50 % and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00 %, (the “Base Rate”)), in each case plus an applicable margin. At December 31, 2025, we had $ 145.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.9 %, and we had $ 2.0 million of standby letters of credit outstanding. 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 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 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. 78 Table of Contents 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 On February 15, 2024, the Company sold and issued in a private placement $ 72.0 million in aggregate principal amount of 5.00 % convertible senior notes due 2029 (the “2029 Convertible Notes”), of which $ 50.0 million was from related parties (See Note 22). The 2029 Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00 % per annum. The 2029 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 2029 Convertible Notes was $71.7 million, of which $ 49.8 million was from related parties. We incurred a total of $ 0.5 million of financing fees in connection with the 2029 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 2029 Convertible Notes utilizing the effective interest rate method. 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 79 Table of Contents (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; 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, 2028. 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 Company may not issue more than 19.99 % of the issued and outstanding Common Shares immediately prior to the issuance of the 2029 Convertible Notes in respect of the conversion of the 2029 Convertible Notes. The initial conversion price of the 2029 Convertible Notes is $ 12.84 , which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $ 1,000 principal amount of 2029 Convertible Notes. 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. 80 Table of Contents International Debt and Lending Facilities On March 21, 2023, we entered into a $ 70 million working capital trade finance facility with multiple financial institutions through our subsidiary, Falcon. The facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. 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. The facility size was reduced from $ 70.0 million to $ 55.0 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 % ). ​ On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $ 55.0 million to $ 75.0 million. 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. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of 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 Falcon. The facility will mature on December 31, 2026, and requires stepped repayments of $ 0.5 million on December 31, 2024, $ 1.0 million on December 31, 2025 and $ 3.5 million on December 31, 2026. Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S. Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; 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 81 Table of Contents 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. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth. Falcon was in compliance with these financial covenants as of December 31, 2025. ​ Note 13. 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. 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. In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event. ​ Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $ 11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares. 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. ​ 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, 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 82 Table of Contents 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 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. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the years ended December 31, 2025 and 2024, the Company recorded $ 0.3 million of amortization and $ 0.3 million of accretion, respectively, with respect to the Westrock Series A Preferred Shares. ​ Note 14. Derivatives 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, 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. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. 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. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee. The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 116.8 million pounds and 11.0 million pounds as of December 31, 2025 and 2024, respectively. 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. 83 Table of Contents 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. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts. The fair value of our derivative assets and liabilities included in the Consolidated Balance Sheets are set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ Balance Sheet Location ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts (1) ​ Derivative assets ​ $ — ​ $ 3,815 Options contracts (2) ​ Derivative assets ​ ​ — ​ ​ 228 Total ​ ​ ​ $ — ​ $ 4,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ Derivative assets ​ $ 15,049 ​ $ 15,703 Total ​ ​ ​ ​ 15,049 ​ ​ 15,703 Total derivative assets ​ ​ ​ $ 15,049 ​ $ 19,746 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts (1) ​ Derivative liabilities ​ $ 110 ​ $ — Commodity swaps ​ Derivative liabilities ​ ​ 8,235 ​ ​ — Options contracts (2) ​ Derivative liabilities ​ ​ 17,906 ​ ​ — Total ​ ​ ​ $ 26,251 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ Derivative liabilities ​ $ 2,349 ​ $ 11,966 Total derivative liabilities ​ ​ ​ $ 28,600 ​ $ 11,966 1 - The fair value of coffee futures excludes amounts related to margin accounts. 2 – Options contracts include counterparty netting. 84 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (Thousands) ​ ​ ​ Statement of Operations Location ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2022 ​ ​ ​ Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net realized gains (losses) on coffee derivatives ​ Costs of sales ​ $ 20,069 ​ $ 15,780 ​ $ ( 6,377 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets and liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized gains (losses) on forward sales and purchase contracts ​ Costs of sales ​ $ 8,047 ​ $ ( 2,077 ) ​ $ ( 4,064 ) ​ ​ ​ Note 15. Fair Value Measurements ASC 820, Fair Value Measurements , defines fair value at the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are: ● Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. ● Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). 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 inputs may also include insignificant adjustments to market observable inputs. ● Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 85 Table of Contents The following table summarizes the fair value of financial instruments at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 75,335 ​ $ — ​ $ 75,335 Forward purchase and sales contracts ​ ​ — ​ ​ 15,049 ​ ​ — ​ ​ 15,049 Total ​ $ — ​ $ 90,384 ​ $ — ​ $ 90,384 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts ​ $ 110 ​ $ — ​ $ — ​ $ 110 Commodity swaps ​ ​ — ​ ​ 8,235 ​ ​ — ​ ​ 8,235 Options contracts (1) ​ ​ 1,106 ​ ​ 16,800 ​ ​ — ​ ​ 17,906 Forward purchase and sales contracts ​ ​ — ​ ​ 2,349 ​ ​ — ​ ​ 2,349 Total ​ $ 1,216 ​ $ 27,384 ​ $ — ​ $ 28,600 ​ 1 – Options contracts include counterparty netting. ​ The following table summarizes the fair value of financial instruments at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 47,644 ​ $ — ​ $ 47,644 Coffee futures contracts ​ ​ 3,815 ​ ​ — ​ ​ — ​ ​ 3,815 Options contracts ​ ​ 228 ​ ​ — ​ ​ — ​ ​ 228 Forward purchase and sales contracts ​ ​ — ​ ​ 15,703 ​ ​ — ​ ​ 15,703 Total ​ $ 4,043 ​ $ 63,347 ​ $ — ​ $ 67,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ ​ — ​ ​ 11,966 ​ ​ — ​ ​ 11,966 Total ​ $ — ​ $ 11,966 ​ $ — ​ $ 11,966 ​ 86 Table of Contents The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ Westrock (Thousands) ​ ​ ​ Private Warrants Fair value as of December 31, 2023 ​ $ 5,430 Change in fair value ​ ​ ( 1,511 ) Warrant exchange ​ ​ ( 3,919 ) Fair value as of December 31, 2024 ​ $ — ​ 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. The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 2025, as the interest rate on these facilities is adjusted for changes in the market rates. The fair value of the Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility was determined based on Level 2 inputs under the fair value hierarchy. 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, 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, 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, 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. This investment is recorded at cost within other long-term assets on the Consolidated Balance Sheets. As of December 31, 2025, there have been no adjustments, upward or downward , to the carrying value. ​ Note 16. Equity-Based Compensation The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders. Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. 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 87 Table of Contents benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards. Stock Options 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. 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 ​ ​ ​ ​ Weighted-Average ​ Remaining ​ ​ ​ ​ Options ​ ​ ​ Exercise Price ​ ​ ​ Contractual Term Options outstanding at December 31, 2024 ​ 2,549,806 ​ $ 9.54 ​ 5.7 years Options granted ​ — ​ ​ — ​ ​ Options forfeited ​ ( 236,070 ) ​ ​ 9.54 ​ ​ Options exercised ​ — ​ ​ — ​ ​ Outstanding at December 31, 2025 ​ 2,313,736 ​ ​ 9.54 ​ 4.8 years ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2025 ​ 1,044,867 ​ ​ 9.54 ​ 4.8 years ​ Intrinsic value for stock options is defined as the amount by which the current market price of the underlying stock exceeds the weighted-average exercise price. For stock options where the weighted-average exercise price exceeds the current market price of the underlying stock, the intrinsic value is zero. 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. 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 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 88 Table of Contents 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 ​ ​ ​ Weighted-Average ​ ​ ​ Weighted-Average ​ ​ ​ ​ Fair Value at ​ ​ ​ Fair Value at ​ ​ ​ Fair Value at ​ ​ Units ​ Grant Date ​ Units ​ Grant Date ​ Units ​ Grant Date Outstanding at December 31, 2024 ​ 2,444,228 ​ $ 10.44 ​ — ​ $ — ​ — ​ $ — Granted ​ 297,654 ​ ​ 6.81 ​ 609,818 ​ ​ 7.00 ​ 609,855 ​ ​ 4.52 Forfeited ​ ( 95,358 ) ​ ​ 10.12 ​ ( 52,352 ) ​ ​ 6.98 ​ ( 52,355 ) ​ ​ 4.52 Vested ​ ( 1,060,935 ) ​ ​ 10.92 ​ — ​ ​ — ​ — ​ ​ — Outstanding at December 31, 2025 ​ 1,585,589 ​ $ 9.48 ​ 557,466 ​ $ 7.01 ​ 557,500 ​ $ 4.52 ​ During the year ended December 31, 2025, the Company issued 735,139 Common Shares upon the vesting of RSUs, for which no proceeds were recorded. The aggregate intrinsic value of RSUs vested for the year ended December 31, 2025 was $ 6.8 million, calculated using the closing price of our common stock on the vesting date. Note 17. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) includes all changes in equity during the period, except those resulting from transactions with our shareholders. Comprehensive income (loss) is comprised of net earnings and other comprehensive income (loss). Accumulated other comprehensive income (loss) reported on our Consolidated Balance Sheets consists of foreign currency translation adjustments and other items and the unrealized gains and losses, net of applicable taxes, on derivative instruments that have been designated and qualify as cash flow hedges. 89 Table of Contents Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Unrealized gain (loss) on derivative instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 18,863 ​ $ 3,362 ​ $ ( 6,355 ) Other comprehensive income (loss) before reclassifications ​ ​ ( 14,868 ) ​ ​ 32,238 ​ ​ 6,570 Amounts reclassified from accumulated comprehensive income ​ ​ ( 20,069 ) ​ ​ ( 15,780 ) ​ ​ 6,377 Other ​ ​ 1,003 ​ ​ — ​ ​ — Tax effect ​ ​ 1,735 ​ ​ ( 957 ) ​ ​ ( 3,230 ) Balance at end of period ​ ​ ( 13,336 ) ​ ​ 18,863 ​ ​ 3,362 Foreign currency translation adjustment ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ ​ 721 ​ ​ 456 ​ ​ 252 Other comprehensive income (loss) before reclassifications ​ ​ 21 ​ ​ 265 ​ ​ 204 Amounts reclassified from accumulated comprehensive income ​ ​ ( 440 ) ​ ​ — ​ ​ — Tax effect ​ ​ — ​ ​ — ​ ​ — Balance at end of period ​ ​ 302 ​ ​ 721 ​ ​ 456 Accumulated other comprehensive income (loss) at end of period ​ $ ( 13,034 ) ​ $ 19,584 ​ $ 3,818 ​ ​ ​ 90 Table of Contents Note 18. Income Taxes U.S. and international components of income (loss) before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 U.S. ​ $ ( 99,309 ) ​ $ ( 77,808 ) ​ $ ( 34,695 ) International ​ ​ 2,191 ​ ​ 1,430 ​ ​ ( 6,130 ) Loss before income taxes and equity in earnings from unconsolidated entities ​ $ ( 97,118 ) ​ $ ( 76,378 ) ​ $ ( 40,825 ) ​ Income tax expense (benefit) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Current expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ $ — State ​ ​ 451 ​ ​ 447 ​ ​ 266 Foreign ​ ​ 889 ​ ​ ( 6 ) ​ ​ ( 112 ) Total current ​ ​ 1,340 ​ ​ 441 ​ ​ 154 Deferred expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 792 ) ​ ​ 1,244 ​ ​ ( 7,365 ) State ​ ​ ( 219 ) ​ ​ ( 27 ) ​ ​ 236 Foreign ​ ​ ( 2,077 ) ​ ​ 2,070 ​ ​ 617 Total deferred ​ ​ ( 3,088 ) ​ ​ 3,287 ​ ​ ( 6,512 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) ​ $ ( 1,748 ) ​ $ 3,728 ​ $ ( 6,358 ) ​ A reconciliation of income tax expense (benefit) to the federal statutory rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 (Thousands) ​ Amount ​ Rate ​ Amount ​ Rate ​ Amount ​ Rate U.S. federal statutory tax rate ​ ​ ​ $ ( 19,361 ) ​ ​ ​ 21.0 % ​ ​ ​ $ ( 16,039 ) ​ ​ ​ 21.0 % ​ ​ ​ $ ( 8,573 ) ​ ​ ​ 21.0 % State and local income taxes, net of federal income tax effect 1 ​ ​ 103 ​ ( 0.1 )% ​ ​ 326 ​ ( 0.4 )% ​ ​ 447 ​ ( 1.1 )% Foreign tax effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Kingdom ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ ​ ( 1,965 ) ​ 2.1 % ​ ​ 617 ​ ( 0.8 )% ​ ​ 677 ​ ( 1.7 )% Other ​ ​ 54 ​ ( 0.1 )% ​ ​ 367 ​ ( 0.5 )% ​ ​ 96 ​ ( 0.2 )% Rwanda ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ ​ ( 2,341 ) ​ 2.5 % ​ ​ 567 ​ ( 0.7 )% ​ ​ 829 ​ ( 2.0 )% Other ​ ​ 2,425 ​ ( 2.6 )% ​ ​ ( 53 ) ​ 0.1 % ​ ​ ( 249 ) ​ 0.6 % Other foreign jurisdictions ​ ​ 181 ​ ( 0.2 )% ​ ​ 267 ​ ( 0.3 )% ​ ​ 441 ​ ( 1.1 )% Effect of cross-border tax laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global intangible low-taxed income ("GILTI") inclusion ​ ​ 1,400 ​ ( 1.5 )% ​ ​ 1,021 ​ ( 1.3 )% ​ ​ — ​ —% Change in valuation allowance ​ ​ 17,193 ​ ( 18.6 )% ​ ​ 17,366 ​ ( 22.7 )% ​ ​ 1,771 ​ ( 4.3 )% Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ —% ​ ​ ​ ​ ​ Change in fair value of warrants ​ ​ — ​ —% ​ ​ ( 1,473 ) ​ 1.9 % ​ ​ ( 2,144 ) ​ 5.3 % Excess compensation (§162(m)) ​ ​ 1,730 ​ ( 1.9 )% ​ ​ 70 ​ ( 0.1 )% ​ ​ 717 ​ ( 1.8 )% Share-based payment awards ​ ​ 947 ​ ( 1.0 )% ​ ​ 390 ​ ( 0.5 )% ​ ​ ( 838 ) ​ 2.1 % Other nontaxable or nondeductible items ​ ​ 194 ​ ( 0.2 )% ​ ​ 268 ​ ( 0.4 )% ​ ​ 152 ​ ( 0.4 )% Other adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basis difference in equity method investment ​ ​ ( 2,572 ) ​ 2.8 % ​ ​ — ​ —% ​ ​ — ​ —% Other ​ ​ 264 ​ ( 0.3 )% ​ ​ 34 ​ ( 0.0 )% ​ ​ 316 ​ ( 0.8 )% Income tax expense (benefit) ​ $ ( 1,748 ) ​ 1.9 % ​ $ 3,728 ​ ( 4.9 )% ​ $ ( 6,358 ) ​ 15.6 % ​ 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 . ​ 91 Table of Contents Income taxes paid, net of refunds, by jurisdiction consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Federal ​ $ — ​ $ — ​ $ — State ​ ​ 436 ​ ​ 411 ​ ​ 487 Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ United Kingdom ​ ​ 622 ​ ​ — ​ ​ 905 Other foreign jurisdictions ​ ​ 108 ​ ​ — ​ ​ 40 Total ​ $ 1,166 ​ $ 411 ​ $ 1,432 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Deferred tax assets ​ ​ ​ ​ ​ ​ Liabilities and reserves ​ $ 2,978 ​ $ 2,058 Interest limitation ​ ​ 26,550 ​ ​ 20,633 Net operating losses ​ ​ 72,087 ​ ​ 65,630 Transaction expenses ​ ​ 143 ​ ​ 165 Inventories ​ ​ 1,445 ​ ​ — Stock compensation ​ ​ 1,891 ​ ​ 1,753 Derivatives ​ ​ 1,972 ​ ​ — Operating lease liabilities ​ ​ 15,246 ​ ​ 15,709 Other ​ ​ 2,269 ​ ​ 1,438 Total ​ ​ 124,581 ​ ​ 107,386 Valuation allowance ​ ​ ( 55,762 ) ​ ​ ( 30,542 ) Total deferred tax assets, net ​ $ 68,819 ​ $ 76,844 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ $ ( 39,450 ) ​ $ ( 42,659 ) Intangible assets ​ ​ ( 24,442 ) ​ ​ ( 25,061 ) Derivatives ​ ​ — ​ ​ ( 7,071 ) Right-of-use assets ​ ​ ( 14,550 ) ​ ​ ( 15,267 ) Inventories ​ ​ — ​ ​ ( 1,278 ) Other ​ ​ ( 537 ) ​ ​ ( 462 ) Total ​ ​ ( 78,979 ) ​ ​ ( 91,798 ) Net deferred tax liability ​ $ ( 10,160 ) ​ $ ( 14,954 ) ​ 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 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. The amount of deferred tax assets considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced. ​ 92 Table of Contents Activity in the valuation allowance is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Beginning balance ​ $ 30,542 ​ $ 12,878 ​ $ 8,464 Additions ​ ​ 25,220 ​ ​ 17,664 ​ ​ 4,414 Ending Balance ​ $ 55,762 ​ $ 30,542 ​ $ 12,878 ​ 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. As of December 31, 2025, the Company had post-apportionment state net operating loss carryforwards of approximately $ 220.2 million which begin to expire in 2030. As of December 31, 2025, the Company had foreign net operating loss carryforwards of approximately $ 6.6 million which begin to expire in 2030. As of December 31, 2025 and 2024, the Company’s reserve for uncertain tax positions was $ 6.7 million and $ 5.0 million, respectively. 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. As indicated in Note 3, the Company re-revaluates uncertain tax positions on a quarterly basis. The Company recognizes potential interest and penalties relating to unrecognized tax positions as a component of income tax expense (benefit). A reconciliation of the beginning and ending balances of the reserve for uncertain tax positions is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Beginning balance ​ $ 4,999 ​ $ 3,990 ​ $ 96 Additions for tax positions in prior period ​ ​ — ​ ​ — ​ ​ 2,473 Additions for tax positions in current period ​ ​ 1,704 ​ ​ 1,009 ​ ​ 1,421 Ending Balance ​ $ 6,703 ​ $ 4,999 ​ $ 3,990 ​ 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. The amount of the unrecognized deferred tax liability on these unremitted earnings is not material. ​ We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2025, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2020 and to state and foreign income tax examinations for years after 2020. ​ Note 19. Earnings Per Share Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares. 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, 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. 93 Table of Contents 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. The following potentially dilutive securities were excluded from the computation of diluted shares for the periods indicated because their inclusion would have an anti-dilutive effect on dilutive earnings (loss) per common share. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Warrants ​ ​ — ​ ​ 14,298 ​ ​ 19,149 Restricted stock units ​ ​ 1,951 ​ ​ 2,536 ​ ​ 1,917 Options ​ ​ 1,191 ​ ​ 1,299 ​ ​ 1,445 If-converted securities ​ ​ 36,675 ​ ​ 30,514 ​ ​ 23,551 ​ The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands, except per share data) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Basic Earnings per Common Share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common shareholders ​ $ ( 90,098 ) ​ $ ( 79,949 ) ​ $ ( 34,743 ) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - basic ​ ​ 95,351 ​ ​ 89,795 ​ ​ 80,684 Basic earnings (loss) per common share ​ $ ( 0.94 ) ​ $ ( 0.89 ) ​ $ ( 0.43 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted Earnings per Common Share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common shareholders - basic ​ $ ( 90,098 ) ​ $ ( 79,949 ) ​ $ ( 34,743 ) Net income (loss) attributable to common shareholders - diluted ​ $ ( 90,098 ) ​ $ ( 79,949 ) ​ $ ( 34,743 ) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - basic ​ ​ 95,351 ​ ​ 89,795 ​ ​ 80,684 Weighted-average common shares outstanding - diluted ​ ​ 95,351 ​ ​ 89,795 ​ ​ 80,684 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive (loss) earnings per common share ​ $ ( 0.94 ) ​ $ ( 0.89 ) ​ $ ( 0.43 ) ​ ​ Note 20. Segment Information Our two operating segments, Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated using Segment Adjusted EBITDA, which is a segment performance measure. 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, 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. ​ 94 Table of Contents Selected financial data, including a reconciliation of total reportable segments’ Segment Adjusted EBITDA to loss before income taxes and equity in earnings from unconsolidated entities, is presented below for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ ​ ​ ​ ​ Beverage ​ Sourcing & ​ ​ (Thousands) ​ Solutions ​ Traceability ​ Total Net sales (1) ​ $ 908,449 ​ $ 280,503 ​ $ 1,188,952 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Adjusted EBITDA ​ ​ 68,481 ​ ​ 16,523 ​ ​ 85,004 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ 55,747 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ 55,836 Transaction, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ 9,475 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ 14,552 Conway extract and ready-to-drink facility pre-production costs ​ ​ ​ ​ ​ ​ ​ ​ 24,725 Conway extract and ready-to-drink facility scale up operating costs ​ ​ ​ ​ ​ ​ ​ ​ 15,328 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ 629 (Gain) loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ 1,278 Other ​ ​ ​ ​ ​ ​ ​ ​ 4,552 Loss before income taxes and equity in earnings from unconsolidated entities ​ ​ ​ ​ ​ ​ ​ $ ( 97,118 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 88,770 ​ $ 30 ​ $ 88,800 Total assets ​ ​ 1,175,846 ​ ​ 132 ​ ​ 1,175,978 ​ ​ (1) Excludes $ 8.4 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment. ​ 95 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ ​ ​ ​ ​ Beverage ​ Sourcing & ​ ​ (Thousands) ​ Solutions ​ Traceability ​ Total Net sales (1) ​ $ 659,383 ​ $ 191,343 ​ $ 850,726 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Adjusted EBITDA ​ ​ 53,639 ​ ​ 6,366 ​ ​ 60,005 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ 33,856 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ 34,745 Transaction, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ 13,797 Change in fair value of warrant liabilities ​ ​ ​ ​ ​ ​ ​ ​ ( 7,015 ) Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ 11,608 Impairment charges ​ ​ ​ ​ ​ ​ ​ ​ 5,686 Conway extract and ready-to-drink facility pre-production costs ​ ​ ​ ​ ​ ​ ​ ​ 35,544 Conway extract and ready-to-drink facility scale up operating costs ​ ​ ​ ​ ​ ​ ​ ​ 12,825 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ( 4,622 ) (Gain) loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ( 1,722 ) Other ​ ​ ​ ​ ​ ​ ​ ​ 1,681 Loss before income taxes and equity in earnings from unconsolidated entities ​ ​ ​ ​ ​ ​ ​ $ ( 76,378 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 159,391 ​ $ 234 ​ $ 159,625 Total assets ​ ​ 1,004,126 ​ ​ 97,654 ​ ​ 1,101,780 ​ ​ (1) Excludes $ 11.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ ​ ​ ​ ​ Beverage ​ Sourcing & ​ ​ (Thousands) ​ Solutions ​ Traceability ​ Total Net sales (1) ​ $ 722,865 ​ $ 141,849 ​ $ 864,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment Adjusted EBITDA ​ ​ 41,624 ​ ​ 3,457 ​ ​ 45,081 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ 29,157 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ 26,584 Transaction, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ 14,557 Change in fair value of warrant liabilities ​ ​ ​ ​ ​ ​ ​ ​ ( 10,207 ) Management and consulting fees (S&D acquisition) ​ ​ ​ ​ ​ ​ ​ ​ 556 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ 8,708 Conway extract and ready-to-drink facility pre-production costs ​ ​ ​ ​ ​ ​ ​ ​ 11,698 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ( 104 ) (Gain) loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ 1,153 Other ​ ​ ​ ​ ​ ​ ​ ​ 3,804 Loss before income taxes and equity in earnings from unconsolidated entities ​ ​ ​ ​ ​ ​ ​ $ ( 40,825 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 164,474 ​ $ 137 ​ $ 164,611 Total assets ​ ​ 891,170 ​ ​ 80,344 ​ ​ 971,514 ​ ​ (1) Excludes $ 5.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment. ​ Approximately 100 % of our long-lived assets were located in the United States as of December 31, 2025. 96 Table of Contents Significant segment expense for our reportable segments is presented below for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ Beverage ​ Sourcing & (Thousands) ​ Solutions ​ Traceability Net Sales ​ $ 908,449 ​ $ 280,503 Less: ​ ​ ​ ​ ​ ​ Costs of sales ​ ​ 735,008 ​ ​ 257,539 Employee related (1) ​ ​ 57,742 ​ ​ 8,094 Information technology ​ ​ 7,207 ​ ​ n/a Advertising & marketing ​ ​ 2,310 ​ ​ n/a Professional fees ​ ​ 9,656 ​ ​ n/a Corporate insurance ​ ​ 6,309 ​ ​ n/a Freight ​ ​ 11,734 ​ ​ n/a Other segment expense (2) ​ ​ 10,002 ​ ​ ( 1,653 ) Segment Adjusted EBITDA ​ $ 68,481 ​ $ 16,523 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ Beverage ​ Sourcing & (Thousands) ​ Solutions ​ Traceability Net Sales ​ $ 659,383 ​ $ 191,343 Less: ​ ​ ​ ​ ​ ​ Costs of sales ​ ​ 502,194 ​ ​ 174,274 Employee related (1) ​ ​ 45,227 ​ ​ 7,363 Information technology ​ ​ 5,692 ​ ​ n/a Advertising & marketing ​ ​ 3,949 ​ ​ n/a Professional fees ​ ​ 10,698 ​ ​ n/a Corporate insurance ​ ​ 7,197 ​ ​ n/a Freight ​ ​ 14,492 ​ ​ n/a Other segment expense (2) ​ ​ 16,295 ​ ​ 3,340 Segment Adjusted EBITDA ​ $ 53,639 ​ $ 6,366 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainable ​ ​ Beverage ​ Sourcing & (Thousands) ​ Solutions ​ Traceability Net Sales ​ $ 722,865 ​ $ 141,849 Less: ​ ​ ​ ​ ​ ​ Costs of sales ​ ​ 582,528 ​ ​ 127,994 Employee related (1) ​ ​ 36,296 ​ ​ 6,285 Information technology ​ ​ 4,351 ​ ​ n/a Advertising & marketing ​ ​ 5,562 ​ ​ n/a Professional fees ​ ​ 8,413 ​ ​ n/a Corporate insurance ​ ​ 5,020 ​ ​ n/a Freight ​ ​ 17,846 ​ ​ n/a Other segment expense (2) ​ ​ 21,225 ​ ​ 4,113 Segment Adjusted EBITDA ​ $ 41,624 ​ $ 3,457 ​ 1 - Employee related costs are costs reported within selling, general and administrative expense in our Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. 2 – Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses. 97 Table of Contents Note 21. Commitments and Contingencies 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. ​ We have future purchase obligations of $ 240.3 million as of December 31, 2025 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. ​ 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. ​ Note 22. Related Party Transactions 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: ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Accrued expenses and other current liabilities ​ ​ ​ ​ ​ ​ Westrock Group ​ $ 383 ​ $ 383 Wooster Capital ​ ​ 96 ​ ​ 96 HF Direct Investments Pool, LLC ​ ​ 558 ​ ​ 479 Jeffrey H. Fox Revocable Trust ​ ​ 12 ​ ​ — Total ​ $ 1,049 ​ $ 958 98 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Convertible notes payable - related party, net: ​ ​ ​ ​ ​ ​ Westrock Group ​ $ 20,000 ​ $ 20,000 Wooster Capital ​ ​ 5,000 ​ ​ 5,000 HF Direct Investments Pool, LLC ​ ​ 35,000 ​ ​ 25,000 Jeffrey H. Fox Revocable Trust ​ ​ 1,500 ​ ​ — Total ​ ​ 61,500 ​ ​ 50,000 Unamortized debt costs ​ ​ ( 661 ) ​ ​ ( 294 ) Total ​ $ 60,839 ​ $ 49,706 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Interest expense: ​ ​ ​ ​ ​ ​ Westrock Group ​ $ 1,014 ​ $ 889 Wooster Capital ​ ​ 253 ​ ​ 222 HF Direct Investments Pool, LLC ​ ​ 1,347 ​ ​ 1,111 Jeffrey H. Fox Revocable Trust ​ ​ 12 ​ ​ — Total ​ $ 2,626 ​ $ 2,222 ​ In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $ 10.0 million in return for financial, managerial, operational, and strategic services. 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 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. For the years ended December 31, 2025, 2024 and 2023, the Company incurred expenses of $ 0.3 million, $ 0.9 million and $ 1.5 million, respectively, for such items, which are recorded in selling, general and administrative expense on our Consolidated Statements of Operations. 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. ​ Note 23. Subsequent Events 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. ​ Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ​ None. ​