Westrock Coffee Co 10-K

Item 9A. Controls and Procedures ​ Evaluation of Disclosure Controls and Procedures ​ We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, 99 Table of Contents processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. ​ Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025. ​ Management’s Report on Internal Control Over Financial Reporting ​ Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. ​ Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”). Based on that assessment, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective. ​ This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for emerging growth companies. ​ Changes in Internal Control Over Financial Reporting ​ There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting . ​ Item 9B. Other Information ​ (a) None. (b) During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, (as such terms are defined in Item 408(a) of Regulation S-K). ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s ​ Not applicable. PART III ​ Item 10. Directors, Executive Officers and Corporate Governance ​ Except as set forth below, the information required by this item is incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders (our “Proxy Statement”), which we expect to be filed with the SEC no later than 120 days after December 31, 2025, pursuant to Regulation 14A under the Exchange Act. ​ Our board of directors has adopted a code of business conduct and ethics, or “Code of Ethics,” which apply to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The board of directors also adopted the Westrock Coffee 100 Table of Contents Company Supplemental Code of Ethics for Chief Executive Officer and Senior Financial Officers (the “Supplemental Code of Ethics”). The Supplemental Code of Ethics applies to the Company’s chief executive officer, president, if any, chief financial officer and principal accounting officer. The Code of Ethics and Supplemental Code of Ethics are available on our website at www.investors.westrockcoffee.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to any of our executive officers or Supplemental Code of Ethics, we will publicly disclose such amendment or waiver as required by applicable law. ​ Item 11. Executive Compensation ​ Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ​ Except as set forth below, information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement. ​ Securities Authorized for Issuance Under Equity Compensation Plans ​ The following table contains information about our common stock that may be issued under our existing equity compensation plans as of December 31, 2025. ​ Equity Compensation Plan Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ Securities Remaining ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for ​ ​ ​ ​ ​ Number of ​ ​ ​ Future Issuance under ​ ​ ​ Securities to be Issued ​ ​ ​ Weighted-Average ​ Equity Compensation ​ ​ ​ Upon Exercise of ​ Exercise Price of ​ Plans (excluding ​ ​ ​ Outstanding Options, ​ Outstanding Options, ​ securities reflected ​ Plan Category ​ Warrants and Rights ​ Warrants and Rights ​ in column (a)) ​ ​ ​ ​ (a) ​ ​ (b) ​ ​ (c) (1) ​ Equity compensation plans approved by security holders ​ ​ 5,014,291 (2) ​ $ 9.54 (3) ​ 3,240,657 (4) Equity compensation plans not approved by security holders ​ ​ — ​ ​ — ​ ​ — ​ Total ​ ​ 5,014,291 ​ ​ $ 9.54 ​ ​ 3,240,657 ​ ​ (1) The number of securities remaining available for future issuance under the 2022 Equity Plan is based on a formula. The 2022 Equity Plan provides that the maximum number of shares that may be granted pursuant to Awards (as defined in the 2022 Equity Plan) shall be 4,574,765, provided that on January 1 of each year until January 2031, the share reserve will automatically increase by an amount equal to 2% of the total number of shares outstanding on December 31 of the preceding calendar year (or such lesser number as determined by the Compensation Committee). (2) This amount represents the number of shares of common stock underlying (i) stock options granted under the 2020 Option Plan (2,313,736) and (ii) RSUs granted under the 2022 Equity Plan (2,700,555). (3) The weighted average exercise price set forth in this column is calculated excluding outstanding RSUs since recipients are not required to pay an exercise price to receive the shares subject to such awards. (4) Shares of common stock remaining available for grant under the 2022 Equity Plan, excluding shares underlying awards reflected in column (a). No further awards may be granted under the 2020 Option Plan. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence ​ Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement. ​ Item 14. Principal Accountant Fees and Services ​ Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement. ​ ​ 101 Table of Contents PART IV Item 15. E xhibits and Financial Statement Schedules Financial Statements ​ See Index to Consolidated Financial Statements in Part II, Item 8 in this Annual Report on Form 10-K. ​ Financial Statement Schedules ​ Except as noted below, Financial Statement Schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or related notes in Part II, Item 8 in this Annual Report on Form 10-K. ​ Schedule I – Condensed Financial Information of the Registrant (Parent Company) as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025 appearing on pages S-1, S-2, S-3 and S-4 of this report. ​ 102 Table of Contents Index to Exhibits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number ​ ​ ​ Exhibit Description ​ ​ ​ Form ​ ​ ​ File No. ​ ​ ​ Exhibit ​ ​ ​ Filing Date ​ ​ ​ Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.1 ​ Transaction Agreement, dated as of April 4, 2022, by and among Riverview Acquisition Corp., Westrock Coffee Holdings, LLC, Origin Merger Sub I, Inc. and Origin Merger Sub II, LLC ​ S-4 ​ 333-264464 ​ 2.1 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Certificate of Incorporation of Westrock Coffee Company ​ 10-Q ​ 001-41485 ​ 3.1 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Bylaws of Westrock Coffee Company ​ 10-Q ​ 001-41485 ​ 3.2 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Specimen Common Stock Certificate of Westrock Coffee Company ​ S-4 ​ 333-264464 ​ 4.5 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Specimen Warrant Certificate of Westrock Coffee Company ​ S-4 ​ 333-264464 ​ 4.6 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.3 ​ Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., BBH CPV WCC Co-Investment LLC, Riverview Sponsor Partners, LLC and HF Direct Investments Pool, LLC ​ 8-K ​ 001-41485 ​ 4.2 ​ June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ First Amendment, dated November 5, 2024, to the Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L. P., BBH CPV WCC Co-Investment LLC, 2023-2 R Brad Martin Grantor Retained Annuity Trust, R. Brad Martin and HF Direct Investments Pool, LLC ​ 8-K ​ 001-41485 ​ 4.1 ​ November 7, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.5 ​ Form of Convertible Note of Westrock Coffee Company, dated February 15, 2024 ​ 8-K ​ 001-41485 ​ 4.1 ​ February 15, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.6 ​ Form of Convertible Note of Westrock Coffee Company, dated November 4, 2025 ​ 8-K ​ 001-41485 ​ 4.1 ​ November 6, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.7 ​ Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 ​ 10-K ​ 001-41485 ​ 4.6 ​ March 12, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 103 Table of Contents 10.1 ​ Registration Rights Agreement, dated as of April 4, 2022, by and among Westrock Coffee Holdings, LLC and the other parties thereto ​ S-4 ​ 333-264464 ​ 10.1 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Sponsor Support Agreement, dated as of April 4, 2022, by and among Westrock Coffee Holdings, LLC, Riverview Acquisition Corp., and Riverview Sponsor Partners, LLC ​ S-4 ​ 333-264464 ​ 10.4 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3# ​ Form of Indemnification Agreement ​ S-4 ​ 333-264464 ​ 10.6 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Credit Agreement, dated as of August 29, 2022, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee Company, 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. ​ 10-Q ​ 001-41485 ​ 10.3 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Incremental Assumption Agreement and Amendment No. 1, dated as of February 14, 2023, among Westrock Beverage Solutions, LLC, as borrower, Westrock Coffee Company, as holdings, the other guarantors party thereto, the Amendment No. 1 delayed draw term loan lenders, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. ​ 8-K ​ 001-41485 ​ 10.1 ​ February 14, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Amendment No. 2, dated as of June 30, 2023, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. ​ 8-K ​ 001-41485 ​ 10.2 ​ June 30, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Amendment No. 3, dated as of February 15, 2024, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ​ 8-K ​ 001-41485 ​ 10.1 ​ February 15, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Incremental Assumption Agreement and Amendment No. 4, dated as of January 15, 2025, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee Company, as holdings, the other guarantors party thereto, the incremental revolving facility lender, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent ​ 8-K ​ 001-41485 ​ 10.1 ​ January 15, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 ​ Amendment No. 5, dated as of November 4, 2025, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent ​ 8-K ​ 001-41485 ​ 10.1 ​ November 6, 2025 ​ ​ 104 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Scott T. Ford ​ 10-Q ​ 001-41485 ​ 10.4 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and T. Christopher Pledger ​ 10-Q ​ 001-41485 ​ 10.5 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and William A. Ford ​ 10-Q ​ 001-41485 ​ 10.6 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Robert P. McKinney ​ 10-K ​ 001-41485 ​ 10.9 ​ March 21, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and John Blake Schuhmacher ​ 10-K ​ 001-41485 ​ 10.10 ​ March 21, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15# ​ Employment Agreement, dated August 26, 2022 , by and between Westrock Coffee Company and Samuel Ford ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16# ​ Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Kyle Newkirk ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17# ​ Westrock Coffee Company 2022 Equity Incentive Plan ​ 10-Q ​ 001-41485 ​ 10.7 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18# ​ Form of Restricted Stock Unit Award Agreement ​ 10-Q ​ 001-41485 ​ 10.8 ​ November 14, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19# ​ Form of Restricted Stock Unit Award Agreement ​ 10-Q ​ 001-41485 ​ 10.3 ​ May 9, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.20# ​ Form of Performance Restricted Stock Unit Award Agreement ​ 10-Q ​ 001-41485 ​ 10.2 ​ May 8, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.21# ​ Form of Retention Opportunity Letter ​ 10-Q ​ 001-41485 ​ 10.3 ​ May 8, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.22# ​ Westrock Coffee Company Annual Cash Incentive Plan ​ 10-Q ​ 001-41485 ​ 10.8 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.23# ​ Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan ​ 10-Q ​ 001-41485 ​ 10.9 ​ August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 105 Table of Contents 10.24# ​ Westrock Coffee Holdings, LLC Form of Option Award Agreement ​ S-4 ​ 333-264464 ​ 10.19 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.25# ​ Westrock Coffee Holdings, LLC Form of Restricted Unit Award Agreement ​ S-4 ​ 333-264464 ​ 10.20 ​ August 3, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.26# ​ Westrock Coffee Company Deferred Compensation Plan for Non-Employee Directors ​ 10-K ​ 001-41485 ​ 10.21 ​ March 12, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.27 ​ Dealer Manager Agreement, dated as of August 28, 2024, by and among Westrock Coffee Company, Stifel, Nicolaus & Company, Incorporated, as dealer manager ​ S-4 ​ 333-281807 ​ 10.20 ​ August 28, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.28 ​ Tender and Support Agreement, dated as of August 28, 2024, by and among Westrock Coffee Company and the warrant holders party thereto ​ S-4 ​ 333-281807 ​ 10.21 ​ August 28, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19 ​ Westrock Coffee Company Insider Trading and Information Policy ​ 10-K ​ 001-41485 ​ 19 ​ March 12, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21 ​ List of Subsidiaries of Westrock Coffee Company ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23 ​ Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ ​ ** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97 ​ Westrock Coffee Company Compensation Recovery Policy (“Clawback Policy”) ​ 10-K ​ 001-41485 ​ 97 ​ March 15, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 106 Table of Contents 101.INS ​ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ XBRL Taxonomy Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ XBRL Definition Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ XBRL Taxonomy Label Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ XBRL Taxonomy Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File – The Cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Filed herewith. ** Furnished herewith. # Designates management contract or compensatory plan or arrangement. ​ ​ Item 16. Form 10-K Summary ​ None. ​ ​ 107 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ Westrock Coffee Company Date: March 10, 2026 By: /s/ T. Christopher Pledger ​ Name: T. Christopher Pledger ​ Title: Chief Financial Officer and Chief Administrative Officer ​ ​ (Principal Financial Officer) ​ ​ ​ Date: March 10, 2026 By: /s/ Blake Schuhmacher ​ Name: Blake Schuhmacher ​ Title: Chief Accounting Officer ​ ​ (Principal Accounting Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ Name Title Date ​ ​ ​ ​ ​ /s/ Scott T. Ford Chief Executive Officer and Director March 10, 2026 Scott T. Ford (Principal Executive Officer) ​ ​ ​ ​ ​ /s/ T. Christopher Pledger Chief Financial Officer and Chief Administrative Officer March 10, 2026 T. Christopher Pledger (Principal Financial Officer) ​ ​ ​ ​ ​ /s/ Blake Schuhmacher Chief Accounting Officer March 10, 2026 Blake Schuhmacher (Principal Accounting Officer) ​ ​ ​ ​ ​ /s/ Joe T. Ford Chairman of the Board, Director March 10, 2026 Joe T. Ford ​ ​ ​ ​ ​ /s/ R. Patrick Kruczek Director March 10, 2026 R. Patrick Kruczek ​ ​ ​ ​ ​ /s/ Hugh McColl, III Director March 10, 2026 Hugh McColl, III ​ ​ ​ ​ ​ /s/ Mark Edmunds Director March 10, 2026 Mark Edmunds ​ ​ ​ ​ ​ /s/ Leslie Starr ​ Director ​ March 10, 2026 Leslie Starr ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Oluwatoyin Umesiri ​ Director ​ March 10, 2026 Oluwatoyin Umesiri ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/Jeffrey H. Fox ​ Director ​ March 10, 2026 Jeffrey H. Fox ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kenneth M. Parent ​ Director ​ March 10, 2026 Kenneth M. Parent ​ ​ ​ ​ ​ ​ ​ 108 Table of Contents SCHEDULE I WESTROCK COFFEE COMPANY PARENT COMPANY ONLY CONDENSED BALANCE SHEET ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except par value) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 55 ​ $ 189 Related party receivables ​ ​ 35,002 ​ ​ 45 Total current assets ​ ​ 35,057 ​ ​ 234 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ ​ 3,695 ​ ​ 5,024 Investment in consolidated subsidiaries ​ ​ 335,238 ​ ​ 439,135 Total Assets ​ $ 373,990 ​ $ 444,393 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 1,618 ​ $ 1,475 Related party payables ​ ​ 200 ​ ​ 9 Total current liabilities ​ ​ 1,818 ​ ​ 1,484 ​ ​ ​ ​ ​ ​ ​ Long-term debt, net ​ ​ 39,698 ​ ​ 21,871 Convertible notes payable - related party, net ​ ​ 60,839 ​ ​ 49,706 Total liabilities ​ ​ 102,355 ​ ​ 73,061 ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ( 1,868 ) ​ ​ 97,482 ​ ​ ​ ​ ​ ​ ​ Total Liabilities, Convertible Preferred Shares and Shareholders' Equity ​ $ 373,990 ​ $ 444,393 ​ ​ See accompanying notes to the condensed financial statements. ​ S-1 Table of Contents SCHEDULE I WESTROCK COFFEE COMPANY PARENT COMPANY ONLY CONDENSED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands, except per share data) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Costs of sales ​ $ 1,609 ​ $ 2,341 ​ $ — Selling, general and administrative expense ​ ​ 13,252 ​ ​ 9,268 ​ ​ 8,764 Transaction, restructuring and integration expense ​ ​ ( 44 ) ​ ​ 3,135 ​ ​ 344 Total operating expenses ​ ​ 14,817 ​ ​ 14,744 ​ ​ 9,108 Loss from operations ​ ​ ( 14,817 ) ​ ​ ( 14,744 ) ​ ​ ( 9,108 ) Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 4,023 ​ ​ 3,288 ​ ​ — Change in fair value of warrant liabilities ​ ​ — ​ ​ ( 7,015 ) ​ ​ ( 10,207 ) Other, net ​ ​ — ​ ​ — ​ ​ ( 24 ) Loss (earnings) from consolidated subsidiaries ​ ​ 70,275 ​ ​ 69,973 ​ ​ 39,006 Loss before income taxes ​ ​ ( 89,115 ) ​ ​ ( 80,990 ) ​ ​ ( 37,883 ) Income tax expense (benefit) ​ ​ 1,330 ​ ​ ( 692 ) ​ ​ ( 3,301 ) Net loss attributable to shareholders ​ ​ ( 90,445 ) ​ ​ ( 80,298 ) ​ ​ ( 34,582 ) Comprehensive loss attributable to common shareholders ​ $ ( 123,719 ) ​ $ ( 64,183 ) ​ $ ( 24,822 ) ​ ​ ​ See accompanying notes to the condensed financial statements. ​ S-2 Table of Contents SCHEDULE I WESTROCK COFFEE COMPANY PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in operating activities ​ $ ( 142,673 ) ​ $ ( 63,720 ) ​ $ ( 22,981 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from convertible notes payable ​ ​ 18,500 ​ ​ 22,000 ​ ​ — Proceeds from convertible notes payable - related party ​ ​ 11,500 ​ ​ 50,000 ​ ​ — Payment of convertible notes payable issuance costs ​ ​ ( 1,175 ) ​ ​ ( 511 ) ​ ​ — Payment of common equity issuance costs ​ ​ ( 181 ) ​ ​ ( 10 ) ​ ​ ( 1,000 ) Proceeds from common equity issuance ​ ​ 12,097 ​ ​ 635 ​ ​ 118,767 Payment of taxes for net share settlement of equity awards ​ ​ ( 2,098 ) ​ ​ ( 2,122 ) ​ ​ ( 2,977 ) Proceeds from exercise of stock options ​ ​ — ​ ​ 12 ​ ​ 848 Proceeds from exercise of Public Warrants ​ ​ — ​ ​ — ​ ​ 2,632 Intercompany transactions, net ​ ​ 103,896 ​ ​ ( 6,144 ) ​ ​ ( 95,317 ) Net cash provided by financing activities ​ ​ 142,539 ​ ​ 63,860 ​ ​ 22,953 Net increase (decrease) in cash and cash equivalents and restricted cash ​ ​ ( 134 ) ​ ​ 140 ​ ​ ( 28 ) Cash and cash equivalents and restricted cash at beginning of period ​ ​ 189 ​ ​ 49 ​ ​ 77 Cash and cash equivalents and restricted cash at end of period ​ $ 55 ​ $ 189 ​ $ 49 ​ ​ See accompanying notes to the condensed financial statements. ​ S-3 Table of Contents Notes to Parent Company Only Condensed Financial Statements Note 1. Basis of Presentation The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company. The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. Note 2. Debt Restrictions Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement. ​ S-4