What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 229 added, 437 removed, 575 unchanged (54% of the section changed)

3 unchanged sentences

(Thousands, except par value)

September 30, 2025

March 31, 2026

December 31, 2025

9 unchanged sentences

Other long-term assets

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current maturities of long-term debt

12 unchanged sentences

Commitments and contingencies (Note 18)

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

Shareholders' Equity

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively, $ 11.50 liquidation value

Shareholders' Equity (Deficit)

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, 96,825 shares and 94,221 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 300,000 shares authorized, 97,541 shares and 96,866 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in-capital

1 unchanged sentence

Accumulated other comprehensive income (loss)

Total shareholders' equity

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

Total shareholders' equity (deficit)

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity (Deficit)

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Thousands, except per share data)

2 unchanged sentences

Transaction, restructuring and integration expense

Impairment charges

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

Loss on disposal of property, plant and equipment

Total operating expenses

Loss from operations

Income (loss) from operations

Other (income) expense

Interest expense

Change in fair value of warrant liabilities

Loss before income taxes and equity in earnings from unconsolidated entities

1 unchanged sentence

Equity in (earnings) loss from unconsolidated entities

Amortization of Series A Convertible Preferred Shares

Amortization (accretion) of Series A Convertible Preferred Shares

Net loss attributable to common shareholders

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Total other comprehensive income (loss)

Comprehensive (loss) income

Comprehensive (loss) income attributable to shareholders

Amortization of Series A Convertible Preferred Shares

6 unchanged sentences

Income (Loss)

Balance at June 30, 2025

Net income (loss)

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

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at September 30, 2025

Balance at June 30, 2024

Net income (loss)

Issuance of common shares related to warrant exchange

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

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at September 30, 2024

See accompanying notes to condensed consolidated financial statements.

WESTROCK COFFEE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited) (continued)

Comprehensive

Paid-in Capital

Income (Loss)

Equity (Deficit)

Balance at December 31, 2024

Net income (loss)

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

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at September 30, 2025

Balance at March 31, 2025

Balance at December 31, 2025

Net income (loss)

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

Issuance of common shares related to stock options exercised

Issuance of common shares related to warrant exchange

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

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at September 30, 2024

Balance at March 31, 2026

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Impairment charges

Equity-based compensation

3 unchanged sentences

Loss on disposal of property, plant and equipment

Gain on de-consolidation of Rwanda Trading Company

Mark-to-market adjustments

Change in fair value of warrant liabilities

Foreign currency transactions

Deferred income tax expense (benefit)

Equity in (earnings) loss from unconsolidated entities

Change in operating assets and liabilities:

9 unchanged sentences

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

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

Proceeds from sale of property, plant and equipment

6 unchanged sentences

Proceeds from supply chain financing program

Proceeds from convertible notes payable

Proceeds from convertible notes payable - related party

Payment of debt issuance costs

Payment of convertible notes payable issuance costs

Net proceeds from (repayments of) repurchase agreements

Net change in unremitted cash collections from servicing factored receivables

Proceeds from exercise of stock options

Proceeds from issuance of common stock

Payment of equity issuance costs

Payment for taxes for net share settlement of equity awards

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash

5 unchanged sentences

Amounts obtained as beneficial interest in sold trade receivables

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

September 30, 2025

September 30, 2024

The total cash and cash equivalents and restricted cash at March 31, 2026 and 2025 is as follows:

March 31, 2026

March 31, 2025

Cash and cash equivalents

4 unchanged sentences

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.

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is an integrated beverage solutions platform serving the world's largest brands across packaged coffee, tea, ready-to-drink coffee, energy, and functional beverage categories.

With our global manufacturing and sourcing footprint, the Company formulates, manufactures, and packages beverages in cans, glass, multi-serve bottles, single-serve capsules, bulk extract, and concentrates, backed by a digitally traceable supply chain.

With operations spanning 10 countries, Westrock partners with brands across retail, foodservice, convenience, consumer packaged goods (“CPG”), and hospitality to bring beverage programs to market at scale.

We manage our business in two operating segments.

14 unchanged sentences

The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the audited financial statements, but does not include all disclosures required by GAAP.

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 Condensed Consolidated Statements of Operations.

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

The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of results for the interim periods have been included.

The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim periods have been included.

Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year.

1 unchanged sentence

Securities and Exchange Commission (“SEC”) on March 10, 2026.

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

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

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

Summary of Significant Accounting Policies

2 unchanged sentences

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.

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.

3 unchanged sentences

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

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

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

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

Our liquidity may also be negatively impacted by recently enacted and/or proposed tariffs and trading restrictions that, absent an exemption, would be applied to imported equipment, commodities and packaging materials.

Where possible, we will seek to recover tariff and inflation impacted costs by passing these costs onto our customers through periodic pricing increases.

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

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

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 three months ended March 31, 2026, the Company incurred net losses of $ 8.5 million and net cash outflows from operating activities of $ 11.8 million.

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

As further discussed in Note 10, 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 Amendment No.

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

2 unchanged sentences

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

Debt Maturity and Refinancing Efforts

The Company’s Revolving Credit Facility, Term Loan Facility and Delayed Draw Term Loan Facility under its Credit Agreement, as defined in Note 10, will mature on August 29, 2027 (the “Upcoming Maturity”).

While classified as long-term debt, net on the Condensed Consolidated Balance Sheet as of March 31, 2026, these obligations will transition to a current liability within the next four months .

To address the Upcoming Maturity, the Company has initiated discussions with a variety of potential partners regarding refinancing options, including, but are not limited to, the amendment of the existing Credit Agreement, the issuance of new debt securities, or the pursuit of alternative equity or debt financing arrangements.

While the exact timing and final terms of such a refinancing are subject to market conditions and cannot be predicted with certainty, the Company expects to complete a refinancing or replacement of this obligation prior to the debt becoming due within one year.

There is no assurance that these refinancing efforts will be successful or available on terms acceptable to the Company;

however, the Company is actively engaged with financial advisors and prospective lenders to ensure sufficient liquidity is maintained to meet its obligations as they become due.

Accounts Receivable and Allowance for Credit Losses

6 unchanged sentences

Activity in the allowance for credit losses was as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Balance at beginning of period

1 unchanged sentence

Write-offs, net

Allowance for credit losses - held for sale

Receivables Purchase Agreement

2 unchanged sentences

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

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

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

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

During the three months ended March 31, 2026, the Company received cash proceeds of $ 78.6 million related to the sale of receivables under the Factoring Agreement, remitted approximately $ 85.5 million of customer payments to the Factor, and incurred approximately $ 0.3 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

At March 31, 2026, the Company held $ 9.1 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Condensed Consolidated Balance Sheets.

At March 31, 2026 and December 31, 2025, there was $ 1.0 million and $ 1.2 million, respectively, of Deferred Purchase Price (as defined in the Factoring Agreement) on the sold receivables, recorded within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

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

1 unchanged sentence

Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs.

Within our SS&T 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”).

Within our Sustainable Sourcing & Traceability (“SS&T”) 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 Condensed Consolidated Statements of Operations.

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

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

Capitalized Interest

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

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

We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of

costs of sales in our Condensed Consolidated Statements of Operations.

For the three months ended March 31, 2026 and 2025, we recognized $ 0.7 million and $ 1.5 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Supply Chain Finance Program

6 unchanged sentences

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

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

At March 31, 2026 and December 31, 2025, there were $ 99.8 million and $ 96.6 million of obligations outstanding under the Program, respectively.

Green Coffee Repurchase Program

1 unchanged sentence

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

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

At March 31, 2026 and December 31, 2025, the Company had a right, or obligation, to repurchase $ 7.1 million and $ 11.8 million, respectively, of green coffee from the financing provider.

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

Cash flows related to Repo Transactions are reported as financing activities in our Condensed 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, 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 Condensed Consolidated Financial Statements.

Restructuring charges are not included in the Company’s measurement of segment profitability as discussed in Note 18.

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.

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

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

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

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

Three Months Ended

Nine Months Ended

September 30,

Balance at beginning of period

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, Arkansas (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 asset related to the Gregory Distribution Center recorded in the Condensed Consolidated Balance Sheets.

Assets and Liabilities Held-for-Sale

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

At March 31, 2025, the assets and liabilities of the Company’s Rwandan operations, which are reported within the Company’s Sustainable Sourcing & Traceability segment, met the criteria to be presented as held-for-sale.

As such, the Company reported approximately $ 9.3 million of assets and $ 10.3 million of liabilities as held-for-sale in prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The $ 9.3 million of assets held-for-sale include approximately $ 2.9 million of cash and cash equivalents, $ 1.8 million of accounts receivable, $ 1.7 million of inventories, and $ 2.5 million of property, plant and equipment, net.

The $ 10.3 million of liabilities held-for-sale includes $ 9.4 million of short-term debt.

Equity Method Investments

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

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

As of March 31, 2026, Westrock holds a 49.9 % equity method investment in the joint venture with a balance of $ 9.8 million, which is reported in other long-term assets on the Condensed Consolidated Balance Sheets.

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

At-the-Market Common Stock Offering Program

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

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

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

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

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

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

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

7 unchanged sentences

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

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

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

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

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

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

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

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

The effective income tax rates for the three months ended March 31, 2026 and 2025 were ( 29.9 )% and ( 7.2 )%, respectively.

The Company’s effective tax rate for the current period differs from the federal statutory rate primarily due to the effect of cross-border tax laws (specifically, net controlled foreign corporation tested income) and an increase in the valuation allowance against domestic deferred tax assets.

The effective tax rate for the three months ended March 31, 2026 differs from the effective tax rate for the same period in 2025 primarily due to the size of the Company's ordinary income (loss) in the periods relative to rate impacting items.

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 nine months ended September 30, 2025 and there was no material impact to our income tax expense for the third quarter of 2025.

The legislation has multiple effective dates, with certain provisions that went into effect in 2025 and others that will be implemented through 2026.

The effects of the Act were incorporated into our income tax provision for the three months ended March 31, 2026 and there was no material impact to our income tax expense for the first quarter of 2026.

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

Recently adopted accounting pronouncements

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 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 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

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

Improvements to Reportable Segment Disclosures”.

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

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

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

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

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

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

Recently issued accounting pronouncements

ASU 2023-09 – 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 adoption of ASU 2023-09 will result in additional annual tax disclosures but does not otherwise have a material impact on our financial position, results of operations or cash flows.

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

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In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures”.

Expense Disaggregation Disclosures” (“ASU 2024-03”).

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.

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

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

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

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.

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.

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

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

Revenue from Forward Contracts (ASC 815)

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

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

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

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

For the three months ended March 31, 2026 and 2025, we recorded $ 5.8 million and $ 3.6 million of net unrealized gains, respectively, within costs of sales.

For the three months ended March 31, 2026 and 2025, the Company recognized $ 69.5 million and $ 49.6 million in revenues under ASC 815, respectively, which are reported within the Company’s SS&T segment.

Contract Estimates

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

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

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

Accrued sales incentives were $ 1.5 million and $ 1.4 million at March 31, 2026 and December 31, 2025, respectively.

Other accrued deductions were $ 1.8 million and $ 1.4

million at March 31, 2026 and December 31, 2025, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

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

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

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

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

The Company did not have any material contract liabilities as of March 31, 2026 or December 31, 2025.

Revenue recognized during the three months ended March 31, 2026, that was included in the contract liabilities balance as of December 31, 2025, was not material.

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

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

At March 31, 2026 and December 31, 2025, accounts receivable, net included $ 86.5 million and $ 97.0 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 September 30, 2025 and December 31, 2024, no costs were capitalized as all arrangements were less than a year.

As of March 31, 2026 and December 31, 2025, no costs were capitalized as all arrangements were less than a year.

Disaggregated Revenue

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Flavors, extracts & ingredients

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

United States

All other countries

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

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

September 30, 2025

For the three months ended March 31, 2026 and 2025, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

3 unchanged sentences

Green coffee inventories represent green coffee held for resale.

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

At March 31, 2026 and December 31, 2025, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

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

The following table summarizes property, plant and equipment, net as of March 31, 2026 and December 31, 2025:

(Dollars in Thousands)

Depreciable Lives

September 30, 2025

March 31, 2026

December 31, 2025

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

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

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 14.6 million and $ 9.8 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 September 30, 2025 are expected to be in production use.

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

All assets classified as construction in progress and equipment deposits at March 31, 2026 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of March 31, 2026 and December 31, 2025:

Balance at December 31, 2025

Accumulated impairment loss

Balance at September 30, 2025

Balance at March 31, 2026

Accumulated impairment loss

Intangible Assets, Net

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

September 30, 2025

The following table summarizes intangible assets, net as of March 31, 2026 and December 31, 2025:

March 31, 2026

Customer relationships

Favorable lease asset

Intangible assets, net

3 unchanged sentences

Intangible assets, net

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

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

Amortization expense of intangible assets was $ 2.0 million for both the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the weighted average useful life for definite-lived intangibles is approximately 20 years .

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

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Balance Sheet Location

September 30, 2025

March 31, 2026

December 31, 2025

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Operating lease liabilities

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

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

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.

During the three months ended March 31, 2026 and 2025, the Company obtained approximately $ 3.9 million and $ 0.7 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

The components of lease costs for the three months ended March 31, 2026 and 2025, respectively, are as follows:

Three Months Ended March 31,

Operating lease cost

Short-term lease cost

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

September 30, 2025

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

1 unchanged sentence

Weighted-average remaining lease term

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

Nine Months Ended September 30,

Supplemental cash flow information about the Company’s leases as of March 31, 2026 and 2025, respectively, is as follows:

Three Months Ended March 31,

Cash paid related to operating lease liabilities

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

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

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

There were no material finance leases as of March 31, 2026.

Future minimum lease payments under non-cancellable operating leases as of March 31, 2026 are as follows:

Total future minimum lease payments

1 unchanged sentence

Present value of minimum lease payments

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

September 30, 2025

Our long-term debt at March 31, 2026 and December 31, 2025 is as follows:

March 31, 2026

December 31, 2025

16 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

The Credit Agreement, as amended through the Third Amendment, also included (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 $ 15.0 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 $ 20.0 million of unrestricted cash on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.

At March 31, 2026, we had $ 165.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.7 %, and we had $ 2.0 million of standby letters of credit outstanding.

At March 31, 2026, the interest rate applicable to our Term Loan Facility was 7.7 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 7.6 %.

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

2 unchanged sentences

The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, 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 to increase the maximum secured net leverage ratio to (a) 6.00 x for the test period ending June 30, 2025, (b) 5.50 x for the test period ending September 30, 2025, and (c) 5.25 x for the test period ending December 31, 2025.

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

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

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

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

The 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 (the “Covenant Relief Period”), which commenced on June 30, 2023 in connection with Amendment No.

2 to the Credit Agreement, increasing the maximum secured net leverage ratio to (a) 6.00 x for the test period ending June 30, 2025, (b) 5.50 x for the test period ending September 30, 2025, and (c) 5.25 x for the test period ending December 31, 2025.

In addition, the Fourth Amendment provided that the 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, to 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 (as defined below).

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.

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

The minimum liquidity covenant will not apply after the Covenant Relief Period ends.

As of March 31, 2026, 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.

3 unchanged sentences

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 Condensed Consolidated Balance Sheets.

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

At March 31, 2026, 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 (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price;

(i) during the period commencing on August 15, 2024, and prior to the close

of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price;

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

4 unchanged sentences

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” together with the 2029 Convertible Notes, the “Convertible Notes”), of which $ 11.5 million was from related parties (see Note 19).

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 Condensed Consolidated Balance Sheets.

At March 31, 2026, the carrying value of the 2031 Convertible Notes was $ 28.9 million, of which $ 11.1 million was from related parties.

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 2029 Convertible Notes and 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 2029 Convertible Notes and 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 2029 Convertible Notes and/or 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 2029 Convertible Notes and/or 2031 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

International Debt and Lending Facilities

On March 8, 2024, Falcon Coffees Limited (“Falcon”), our subsidiary, renewed its working capital trade finance facility with multiple institutions.

The facility size was reduced from $ 70.0 million to $ 55.0 million and was 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 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.

During 2025, Falcon Coffees Limited (“Falcon”), our subsidiary, renewed its working capital trade finance facility with multiple institutions, increasing the facility size from $ 75.0 million to $ 85.0 million on March 7, 2025 and from $ 85.0 million to $ 102.5 million on July 23, 2025.

Most recently, Falcon renewed its working capital trade finance facility with multiple institutions on March 5, 2026, increasing its facility size from $ 102.5 million to $ 110.0 million.

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

At March 31, 2026, there was $ 60.4 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets.

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

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

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

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

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

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

Falcon was in compliance with these financial covenants as of March 31, 2026.

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

The amendment extended the maturity date on the then remaining outstanding balance of $ 3.5 million to March 31, 2028, and requires stepped repayments of $ 1.0 million during 2026, $ 2.0 million during 2027 and $ 0.5 million on March 31, 2028.

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

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

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

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

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

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

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

At March 31, 2026, 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 Condensed Consolidated Balance Sheets.

The 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 March 31, 2026.

Series A Preferred Shares

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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.

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 September 30, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

Assuming that the liquidation preference of the Series A Preferred Shares remains $ 11.50 per share and all 23,510,527 Series A Preferred Shares outstanding at March 31, 2026 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.

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

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

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

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

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

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

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

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

Common Stock Warrants

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

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

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

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.

For the three months ended March 31, 2026 and 2025, the Company recorded $ 0.1 million and $ 0.1 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

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

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

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

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

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

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

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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 Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged.

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 Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

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

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

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

We did not discontinue any cash flow hedging relationships during the three months ended March 31, 2026 and 2025.

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 40.7 million pounds and 11.0 million pounds as of September 30, 2025 and

December 31, 2024, respectively.

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

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

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

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

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

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

The notional amount for the coffee futures contracts, commodity swaps and coffee options that were designated and qualified for our commodity cash flow hedging program was 20.6 million pounds and 116.8 million pounds as of March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026 and 2025, the Company purchased coffee futures contracts, commodity swaps and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 124.7 million pounds and 46.7 million pounds, respectively.

Approximately $ 23.9 million and $ 10.2 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $ 24.1 million.

Within our SS&T 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.

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Balance Sheet Location

September 30, 2025

March 31, 2026

December 31, 2025

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Derivative liabilities

Commodity swaps

Derivative liabilities

Options contracts (2)

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2 – Options contracts include counterparty netting.

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

Three Months Ended September 30,

Nine Months Ended September 30,

The following table presents the pre-tax net gains and losses for our derivative instruments for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended March 31,

Statement of Operations Location

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

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

September 30, 2025

The following table summarizes the fair value of financial instruments at March 31, 2026:

March 31, 2026

Green coffee associated with forward contracts

Coffee futures contracts

Options contracts (1)

Forward purchase and sales contracts

Coffee futures contracts

Commodity swaps

Options contracts (1)

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Green coffee associated with forward contracts

Forward purchase and sales contracts

Coffee futures contracts

Commodity swaps

Options contracts (1)

Forward purchase and sales contracts

1 – Options contracts include counterparty netting.

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

The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of March 31, 2026, 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 and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity.

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

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

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

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

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

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

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 Condensed Consolidated Balance Sheets at amortized cost.

The estimated fair value of the 2029 Convertible Notes and 2031 Convertible Notes as of March 31, 2026 was $ 58.1 million and $ 30.7 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 March 31, 2026 include the expected volatility of 50.0 % and assumed debt yield of 15.2 % and 16.3 % 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 three and nine months ended September 30, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the impairment charges on equipment related to the restructuring activities disclosed in Note 3.

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

No events occurred during the three months ended March 31, 2026 or 2025, requiring these non-financial assets and liabilities to be subsequently recognized at fair value.

At March 31, 2026, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

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

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

As of March 31, 2026, there have been no adjustments, upward or downward, to the carrying value.

Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended September 30,

Nine Months Ended September 30,

Changes in accumulated other comprehensive income (loss), net of tax by component for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

Unrealized gain (loss) on derivative instruments:

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

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

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 .

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

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

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

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

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

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

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

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

As of March 31, 2026, there were 5.3 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 three months ended March 31, 2026:

Service-based Restricted Stock Units

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Outstanding at December 31, 2025

( 1,014,993 )

Outstanding at September 30, 2025

Outstanding at March 31, 2026

Earnings per Share

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Restricted stock units

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Thousands, except per share data)

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Net income (loss) attributable to common shareholders - basic

Effect of participating securities

Effect of non-participating securities

Net income (loss) attributable to common shareholders - diluted

Weighted-average common shares outstanding - basic

Effect of dilutive participating securities

Effect of dilutive non-participating securities

Weighted-average common shares outstanding - diluted

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

Three Months Ended September 30, 2025

Net sales (1)

Segment Adjusted EBITDA

Interest expense

Depreciation and amortization

Transaction, restructuring and integration expense

Equity-based compensation

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

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

Mark-to-market adjustments

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

Loss before income taxes and equity in earnings from unconsolidated entities

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

Three Months Ended September 30, 2024

Net sales (1)

Segment Adjusted EBITDA

Interest expense

Depreciation and amortization

Transaction, restructuring and integration expense

Change in fair value of warrant liabilities

Equity-based compensation

Impairment charges

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

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

Mark-to-market adjustments

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

Loss before income taxes and equity in earnings from unconsolidated entities

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Net sales (1)

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(1) Excludes $ 0.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment .

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Net sales (1)

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Transaction, restructuring and integration expense

Change in fair value of warrant liabilities

Equity-based compensation

Impairment charges

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

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

Three Months Ended September 30, 2025

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

(1) Employee related costs are costs reported within selling, general and administrative expense in our Condensed 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 .

Three Months Ended September 30, 2024

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

Employee related costs are costs reported within selling, general and administrative expense in our Condensed Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses.

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Costs of sales

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Costs of sales

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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.

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.

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

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

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.

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

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

We have future purchase obligations of $ 414.8 million as of March 31, 2026 that consist of commitments for the purchase of inventory over the next 12 months.

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

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

At December 31, 2024, the Company had $ 0.6

million of such obligations.

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

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

At March 31, 2026, we had a right or obligation to repurchase $ 7.1 million of inventory associated with Repo Transactions, for which the liability is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

Related Party Transactions

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

In February 2024, the Company sold and issued convertible notes (see Note 10) 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 10) 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 Condensed Consolidated Financial Statements reflect the following transactions with related parties:

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

HF Direct Investments Pool, LLC

September 30, 2025

Fox Revocable Trust

March 31, 2026

December 31, 2025

3 unchanged sentences

HF Direct Investments Pool, LLC

Fox Revocable Trust

Unamortized debt costs

Nine Months Ended September 30,

Three Months Ended March 31,

Interest expense:

2 unchanged sentences

HF Direct Investments Pool, LLC

Fox Revocable Trust

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

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

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

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

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

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

For the three months ended March 31, 2026 and 2025, the Company recognized expenses of $ 0.1 million and $ 0.1 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

At March 31, 2026 and December 31, 2025, we had $ 0.1 million payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

During the three months ended March 31, 2026, Falcon purchased $ 9.3 million of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

There was no such activity during the three months ended March 31, 2025.

At March 31, 2026 and December 31, 2025, the Condensed Consolidated Balance Sheet included $ 2.3 million and $ 4.8 million in inventory that was purchased from the Rwandan JV.

At March 31, 2026 and December 31, 2025, Falcon had $ 0.0 million and $ 1.2 million payable to the Rwandan JV, respectively.

Subsequent Events

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

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

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

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

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

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

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

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

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

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

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

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

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

Fox Revocable Trust (an affiliate of Jeffrey H.

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

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

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

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

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

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

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

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

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

On April 20, 2026, the Company’s Board of Directors (the “Board”) appointed A.

Wellford Tabor to the Board.

Tabor currently serves as Head of Direct Investments and a Managing Director of HF Capital, LLC, the managing member of HF Direct Investments Pool, LLC, a greater than 10% holder of the Company’s outstanding stock.

Tabor owns $ 2.0 million of the Company’s 2029 Convertible Notes and $ 2.0 million of the Company’s 2031 Convertible Notes.

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

What changed 10-Q

Item 1. Financial Statements