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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 132 added, 234 removed, 196 unchanged (65% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, financial condition, and changes in financial condition for the three and nine months ended September 30, 2025.

This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q and our December 31, 2025 Audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S.

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

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, 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.

Our platform is built upon four fundamental pillars that enable us to positively impact the coffee, tea, flavors, extracts, and ingredients ecosystems from crop to cup:

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Significant Developments

Equity Method Investment and De-Consolidation of Rwanda Trading Company

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 segment.

Upon de-consolidation, the Company recognized a $2.3 million gain, which is recorded in other, net on the Condensed Consolidated Statements of Operations.

Falcon Credit Agreement Amendment

On July 23, 2025, Falcon Coffees Limited (“Falcon”) amended its working capital trade finance facility with multiple institutions.

On March 5, 2026, Falcon Coffees Limited (“Falcon”) renewed its working capital trade finance facility with multiple institutions.

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

Convertible Notes Offering and Credit Agreement Amendment

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.

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 Stock), 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 Stock).

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

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

The Fifth Amendment modified the existing Covenant Relief Period (as defined below), 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 (as defined below) elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.

For additional information on the 2031 Convertible Notes and Fifth Amendment, see Note 21, “Subsequent Events” to the Condensed Consolidated Financial Statements included in Item I of Part 1 of this Quarterly Report on Form 10-Q and the section below titled “Liquidity and Capital Resources.”

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:

(Dollars in Thousands)

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Costs of sales

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Transaction, restructuring and integration expense

Impairment charges

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

Total operating expenses

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

Income tax expense (benefit)

Equity in (earnings) loss from unconsolidated entities

Amortization of Series A Convertible Preferred Shares

Net loss attributable to common shareholders

Three Months Ended September 30,

Beverage Solutions

Sustainable Sourcing & Traceability (1)

Total net sales

(1) Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $263.0 million for the three months ended September 30, 2025, increasing 60.4% compared to $164.0 million for the three months ended September 30, 2024.

The increase was primarily due to a $70.9 million increase in the sale of coffee and tea products, driven by an 84.8% increase in single serve cup volumes and a 4.1% increase in core roast and ground coffee volumes, and the year over year growth in coffee commodity prices and the impact of tariffs, which are both passed through to our customers.

In addition, sales of flavors, extracts & ingredients products increased $28.5 million, driven by a 59.6% increase in multi-serve bottle volumes and the ramp up in can production at our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”).

The Company notes that single serve volumes have increased during 2025 in part due to the onboarding of a new customer.

This customer is currently involved in a pending transaction in which it would be acquired by a competitor of ours within the coffee industry, which has created uncertainty around this customer’s near-term single serve cup commitments.

As a result, there can be no assurances that single serve cup volumes reported during the three months ended September 30, 2025 will be achieved in future quarters, which could negatively impact net sales from our Beverage Solutions segment.

Net Sales from our SS&T segment, net of intersegment revenues, were $91.8 million for the three months ended September 30, 2025, increasing 61.5% compared to $56.9 million for the three months ended September 30, 2024.

The increase is driven by an increase in the average sales price per pound, which increased 43.1% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

The increase in the average sales price per pound is directly correlated to the global commodities price.

SS&T sales volume increased 15.3% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Costs of Sales

Three Months Ended September 30,

Beverage Solutions

Sustainable Sourcing & Traceability

Total costs of sales

In our Beverage Solutions segment, costs of sales increased $94.1 million to $225.8 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

The increase in costs of sales was primarily driven by an increase in sales volumes and the year over year growth in coffee commodity prices and tariffs for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

In our SS&T segment, costs of sales increased $35.6 million to $87.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

This increase is primarily due to an increase in green coffee costs driven by an increase in underlying commodities pricings.

Costs of sales in our SS&T segment for the three months ended September 30, 2025 included $2.5 million of net unrealized losses on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $0.5 million of net unrealized losses for the three months ended September 30, 2024.

Selling, General and Administrative Expense

Three Months Ended September 30,

(Dollars in Thousands)

Beverage Solutions

Sustainable Sourcing & Traceability

Total selling, general and administrative expense

Total selling, general and administrative expenses in our Beverage Solutions segment increased $1.0 million to $44.1 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

The increase is primarily due to a $5.4 million increase in employee related costs, which include short-term cash incentive compensation, partially offset by a $2.6 million decrease in start-up costs related to our Conway Facility, and a $1.0 million decrease in service expenses.

In our SS&T segment, selling, general and administrative costs were relatively unchanged compared to the three months ended September 30, 2024.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expenses for the three months ended September 30, 2025 were $3.0 million, approximately $2.3 million of which related to severance.

During the three months ended September 30, 2024, we incurred $2.5 million of transaction, restructuring and integration expenses, approximately $1.4 million of which related to professional and legal costs associated with the Westrock warrant exchange.

Interest Expense

Three Months Ended September 30,

Interest expense

Term loan and delayed draw term loan facilities

Revolving credit facility

Convertible notes payable

Convertible notes payable - related party

Supply chain finance program

International trade finance lines

International notes payable

Total cash interest

Amortization of deferred financing costs

Capitalized interest

Total non-cash interest

Total interest expense

Interest expense for the three months ended September 30, 2025 was $14.0 million compared to $6.9 million for the three months ended September 30, 2024.

Interest expense associated with our term loan and delayed draw term loan decreased $0.6 million due to decreased outstanding balances, while interest on our revolving credit facility increased $1.7 million, primarily due to higher outstanding borrowings.

During the three months ended September 30, 2025, the Company capitalized approximately $0.2 million of interest costs associated with the build-out of our Conway Facility, compared to $4.0 million of such interest costs for the three months ended September 30, 2024.

Income Tax Expense (Benefit)

Income tax benefit for the three months ended September 30, 2025 was $0.1 million, resulting in an effective tax rate of 0.6%.

The 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.

Income tax expense for the three months ended September 30, 2024 was $0.1 million, resulting in an effective tax rate of (0.6)%.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:

Nine Months Ended

(Dollars in Thousands)

September 30, 2025

September 30, 2024

Costs of sales

Selling, general and administrative expense

Transaction, restructuring and integration expense

Impairment charges

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

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Net loss attributable to common shareholders

Nine Months Ended September 30,

Three Months Ended March 31,

Beverage Solutions

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(1) Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $635.9 million for the nine months ended September 30, 2025, increasing 31.0% compared to $485.3 million for the nine months ended September 30, 2024.

The increase was primarily due to a $111.7 million increase in the sale of coffee and tea products, driven by a 17.5% increase in single serve cup volumes, an 8.4% increase in core roast and ground coffee volumes and the year over year growth in coffee commodity prices and tariffs, both of which are passed through to our customers.

In addition, sales of flavors, extracts

& ingredients products increased $39.9 million, driven by the ramp up in operations of the Conway Facility.

The Company notes that single serve volumes have increased during 2025 in part due to the onboarding of a new customer.

As a result, there can be no assurances that single serve cup volumes reported during the nine months ended September 30, 2025 will be achieved in future quarters, which could negatively impact net sales from our Beverage Solutions segment.

Net Sales from our SS&T segment, net of intersegment revenues, were $213.6 million for the nine months ended September 30, 2025, increasing 56.5% compared to $136.4 million for the nine months ended September 30, 2024.

The increase is primarily driven by an increase in the average sales price per pound, which increased 44.4% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Net Sales from our Beverage Solutions segment were $239.3 million for the three months ended March 31, 2026, increasing 45.9% compared to $164.1 million for the three months ended March 31, 2025.

The increase was primarily due to a $55.8 million increase in the sale of coffee and tea products, driven by a 30.6% increase in single serve cup volumes.

In addition, sales of flavors, extracts & ingredients products increased $19.4 million, driven by the ramp up in can volumes and a 16.5% increase in multi-serve bottle volumes at our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”).

Net Sales from our SS&T segment, net of intersegment revenues, were $69.5 million for the three months ended March 31, 2026, increasing 39.8% compared to $49.7 million for the three months ended March 31, 2025.

The increase is driven by an increase in sales volume of 20.5%, and an increase in the average sales price per pound, which increased 15.3% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The increase in the average sales price per pound is directly correlated to the global commodities price.

Costs of Sales

Nine Months Ended September 30,

Three Months Ended March 31,

Beverage Solutions

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Total costs of sales

In our Beverage Solutions segment, costs of sales increased to $541.7 million for the nine months ended September 30, 2025, from $383.5 million for the nine months ended September 30, 2024.

The increase in costs of sales was primarily driven by an increase in the sales volumes, and the year over year growth in coffee commodity prices and tariffs for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

In our SS&T segment, costs of sales increased $73.4 million to $195.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This increase is primarily due to an increase in coffee commodity prices.

Costs of sales in our SS&T segment for the nine months ended September 30, 2025 included $1.0 million of net unrealized gains on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $2.7 million of net unrealized gains for the nine months ended September 30, 2024.

In our Beverage Solutions segment, costs of sales increased $63.0 million to $204.4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The increase in costs of sales was primarily driven by an increase in sales volumes for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

In our SS&T segment, costs of sales increased $15.3 million to $58.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

This increase is primarily due to an increase in green coffee sales volume.

Costs of sales in our SS&T segment for the three months ended March 31, 2026 included $5.1 million of net unrealized gains on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $2.1 million of net unrealized gains for the three months ended March 31, 2025.

Selling, General and Administrative Expense

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in Thousands)

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Total selling, general and administrative expense

Total selling, general and administrative expenses in our Beverage Solutions segment and our SS&T segment were relatively unchanged compared to the nine months ended September 30, 2024.

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $2.7 million to $34.9 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

is primarily due to a $3.7 million decrease in start-up costs associated with the Conway Facility, a $1.4 million decrease in equity-based compensation expense, partially offset by a $1.2 million increase in other personnel-related costs.

In our SS&T segment, selling, general and administrative costs were relatively unchanged compared to the three months ended March 31, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expenses for the nine months ended September 30, 2025 were $7.3 million, approximately $5.0 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $0.8 million of plant closure costs and $0.3 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

During the nine months ended September 30, 2024, we incurred $9.9 million of transaction, restructuring and integration expenses, approximately $3.5 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $2.4 million of which related to the establishment of our at-the-market common stock offering program and $1.4 million of which related to professional and legal costs associated with the Westrock warrant exchange.

Transaction, restructuring and integration expenses for the three months ended March 31, 2026 were $3.7 million, approximately $2.7 million of which related to employee severance payments.

During the three months ended March 31, 2025, we incurred $1.8 million of transaction, restructuring and integration expenses, approximately $0.9 million of which related to plant closure costs and $0.5 million of which related to employee severance payments.

Interest Expense

Nine Months Ended September 30,

Interest expense for the three months ended March 31, 2026 was $13.5 million compared to $12.6 million for the three months ended March 31, 2025.

Three Months Ended March 31,

Interest expense

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Total interest expense

Interest expense for the nine months ended September 30, 2025 was $39.7 million compared to $21.9 million for the nine months ended September 30, 2024.

Interest expense associated with our term loan and delayed draw term loan facilities decreased $2.3 million due to a decrease in outstanding balances, while interest on our revolving credit facility increased $7.0 million, primarily due to higher outstanding borrowings.

During the nine months ended September 30, 2025, the Company capitalized approximately $0.8 million of interest costs associated with the build-out of our Conway Facility, compared to $11.1 million of such interest costs for the nine months ended September 30, 2024.

Income Tax Expense (Benefit)

Income tax expense for the nine months ended September 30, 2025 was $1.3 million, resulting in an effective tax rate of (2.0)%.

The 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.

Income tax expense for the nine months ended September 30, 2024 was $1.3 million, resulting in an effective tax rate of (2.3)%.

Income tax expense for the three months ended March 31, 2026 was $2.0 million, resulting in an effective tax rate of (29.9)%.

The 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 CFC tested income) and an increase in the valuation allowance against domestic deferred tax assets.

Income tax expense for the three months ended March 31, 2025 was $1.8 million, resulting in an effective tax rate of (7.2)%.

Critical Accounting Estimates

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We believe the current assumptions and other considerations used to estimate amounts reflected in our financial statements are appropriate.

However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our financial statements, the resulting changes could have a material adverse effect on our results of operations and, in certain situations, could have a material adverse effect on our financial condition.

However, if actual experience differs from the assumptions and other considerations used in

estimating amounts reflected in our financial statements, the resulting changes could have a material adverse effect on our results of operations and, in certain situations, could have a material adverse effect on our financial condition.

For further information on our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 10, 2026.

As of September 30, 2025, there have been no material changes to these estimates.

As of March 31, 2026, there have been no material changes to these estimates.

Key Business Metrics

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Further, our computations of EBITDA and Consolidated Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Consolidated Adjusted EBITDA differently than we do.

The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

Interest expense

2 unchanged sentences

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

Mark-to-market adjustments

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

Loss on disposal of property, plant and equipment

Consolidated Adjusted EBITDA

5 unchanged sentences

Green coffee, which is our primary raw material, is an exchange traded agricultural commodity that is subject to price fluctuations, the reasons for which are outside of the control of the Company.

During the year ended December 31, 2024, the exchange traded “C” market price of green coffee increased approximately 70%, and from January 1, 2025 through the date of this Quarterly Report on Form 10-Q, the “C” market price has continued to fluctuate, at times surpassing $4.00 per pound of green coffee, reaching all-time highs.

This increase impacts the entire coffee supply chain, as exporters, traders, suppliers, and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge.

In addition, our liquidity may 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.

The uncertainty around the long-term tariff rates that could be applied to our importation of products into the U.S.

presents significant challenges to our operations and supply chain and may result in future results being significantly different than any outlook given.

In recent years, market prices for green coffee have been elevated relative to historical prices, at times exceeding $4.00 per pound of green coffee for sustained periods of time and continue to fluctuate.

Elevated market prices impact the entire supply chain, as exporters, traders, suppliers, and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge.

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

In February 2026, the U.S.

Supreme Court ruled that tariffs imposed by executive order under the International Emergency Economic Powers Act exceeded U.S.

Presidential authority.

Subsequently, the Court of International Trade ordered U.S.

Customs and Border Patrol to develop a framework for refunding such tariffs.

Following the Supreme Court ruling, the President implemented a temporary worldwide baseline tariff of 10% under Section 122 of the Trade Act of 1974 (the “Trade Act”).

These tariffs are time limited and set to expire in early fiscal 2027 if they are not extended by act of Congress.

In March 2026, the US Trade Representative launched two investigations under Section 301 of the Trade Act into numerous trading partners which may build the legal foundation to impose or expand tariffs for those countries.

The ultimate impact of tariffs may be difficult to predict as their amount and duration are uncertain, making our planning process more difficult.

The threat of tariffs may also have adverse implications to our business and the business of our suppliers and customers.

We typically are not the importers of record for commodities, other materials or capital equipment that we procured from non-U.S.

It is uncertain when or if any eventual tariff refunds our vendors receive may be passed onto us.

Due to the uncertainty of any future refund, we have not yet recorded a receivable for

these tariffs paid.

We are monitoring ongoing developments with respect to the refund process and have taken and intend to take appropriate steps to file a refund claim during the fourth quarter of fiscal 2026.

We cannot predict what additional actions might be considered or implemented by the U.S.

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The uncertainty could also cause disturbances in ocean shipping capacity that could affect our ability to secure ocean freight containers for our products, and create inflationary effects on our costs, in addition to the direct impact of tariffs.

For example, recent tariffs targeting Brazil and other coffee-producing nations are currently impacting our ability and the ability of competitors to source coffee and

have led to increases in the cost of commodities, adversely affecting our profitability.

A persistent increase in coffee costs or tariff-impacted equipment or material costs, could adversely affect consumer demand as producers attempt to pass higher costs down the supply chain.

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However, our pricing increases often lag our cost increases, including increases in commodity costs.

A prolonged increase in “C” market prices and/or tariff-impacted costs combined with the near-term costs associated with continuing to build out the remaining portions of the Conway Facility, may require us to evaluate our allocation of working capital, and if we are not able to effectively manage our working capital, or do not have access to sufficient working capital to meet our purchasing needs for green coffee, other commodity inputs, ingredients or supplies (such as materials used in our packaging), we may need to access the debt or equity capital markets, and there is no assurance that we will be able to do so on terms that are favorable to the Company or at all.

A prolonged increase in “C” market prices and/or tariff-impacted costs combined with the near-term costs associated with continuing to commercialize the Conway Facility, may require us to evaluate our allocation of working capital, and if we are not able to effectively manage our working capital, or do not have access to sufficient working capital to meet our purchasing needs for green coffee, other commodity inputs, ingredients or supplies (such as materials used in our packaging), we may need to access the debt or equity capital markets, and there is no assurance that we will be able to do so on terms that are favorable to the Company or at all.

In addition, we may be required to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition, covenant compliance and ability to achieve our intended business objectives.

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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 herein).

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.

Failure to comply with these covenants or make payments when due could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations under the Credit Agreement and could result in a default and acceleration under other agreements containing cross-default provisions.

Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.

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%.

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.

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

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

The Fourth Amendment expanded the syndicate to include member

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

The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, 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 (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) 6.00x for the test period ending June 30, 2025, (b) 5.50x for the test period ending September 30, 2025, and (c) 5.25x 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) 5.50x for the test period ending December 31, 2025, (b) 5.25x for the test period ending March 31, 2026, (c) 5.00x for the test period ending June 30, 2026, (d) 4.50x for the test period ending September 30, 2026 and (e) 4.00x 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, 1.50x, (b) on January 1, 2026 and on or prior to September 30, 2026, 1.75x and (c) on October 1, 2026 and thereafter, 2.00x.

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 the date of this Quarterly Report on Form 10-Q, the Company was in compliance with its financial covenants.

The Company believes that its secured net leverage under the Credit Agreement is important to the understanding of the Company’s financial condition and liquidity.

At September 30, 2025, the Company’s secured net leverage ratio was 4.58:1.00, compared to a maximum allowable ratio of 5.50:1.00, with such calculation set forth below:

At March 31, 2026, the Company’s secured net leverage ratio was 3.45:1.00, compared to a maximum allowable ratio of 5.25:1.00, with such calculation set forth below:

(Thousands, except leverage ratio)

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Year ended December 31, 2025

Nine months ended September 30, 2025

Nine months ended September 30, 2024

Three months ended March 31, 2026

Three months ended March 31, 2025

Trailing Twelve-Months Beverage Solutions Adjusted EBITDA

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

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

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

under the Credit Agreement by $25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”).

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

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) 6.00x for the test period ending June 30, 2025, (b) 5.50x for the test period ending September 30, 2025, and (c) 5.25x for the test period ending December 31, 2025.

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

As of the date of this Quarterly Report on Form 10-Q, 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.

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 (as discussed below).

Convertible Notes

On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “Convertible Notes”), of which $50.0 million was from related parties.

On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “2029 Convertible Notes”), of which $50.0 million was from related parties (see Note 19).

The 2029 Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum.

The 2029 Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the 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.

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(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;

during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, common stock, par value $0.01 per share (“Common Shares”), or a combination of cash and Common Shares.

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

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

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.

On November 4, 2025, the Company sold and issued in a private placement $30.0 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “2031 Convertible Notes”), of which $11.5 million was from related parties (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;

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.

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The conversion price and conversion rate are subject to customary adjustments, provided that the Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2031 Convertible Notes in respect of the conversion of the 2031 Convertible Notes.

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

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

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

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

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 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 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 will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).

On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions.

The facility size was increased from $8 5.0 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.

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%).

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 will bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S.

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.

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

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

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

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.

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.

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.

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

Supply Chain Finance Program

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Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Condensed Consolidated Balance Sheets.

As of September 30, 2025, there were $98.7 million obligations outstanding under the Program.

As of March 31, 2026, there were $99.8 million obligations outstanding under the Program.

Receivables Purchase Agreement

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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 gross 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.

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.

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.

4 unchanged sentences

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.

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

During the three months ended March 31, 2026 and 2025, the Company had no sales of Common Shares under the ATM Program.

As of March 31, 2026, there were 3,030,324 of remaining shares authorized to be sold under the ATM Program.

Current and Long-Term Liquidity

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

While the Upcoming Maturity is 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.

The Company has initiated refinancing discussions with a variety of potential partners to address the Upcoming Maturity.

These efforts may include, 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.

Our liquidity needs are to fund operating expenses, meet debt service obligations, and fund both current and long-term investment activities, which include capital expenditures.

We have completed the majority of the capital expenditures related to the Conway Facility and have approximately $15.0 million to expenditures remaining.

We believe cash from operations, and borrowings available under the Revolving Credit Facility will provide sufficient cash on-hand to fund our operating expenses, debt service, near-term investment activities and near-term growth strategies, which include, (i) extending and enhancing product offerings through innovation, (ii) expanding our customer base and (iii) continuing to drive margin expansion.

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Redemptions of Series A Preferred Shares

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 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 (10) trading days ending on and including the trading day immediately preceding the redemption notice date.

After February 26, 2028, any holder of Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s 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 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 (10) 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 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $270.4 million.

If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as paying dividends on the Common Shares, repurchasing Common Shares, financing acquisitions or other expansions, paying employee incentives and/or executing its business strategy.

If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as paying dividends on the Common Shares, purchasing Common Shares, financing acquisitions or other expansions, paying employee incentives and/or executing its business strategy.

An outflow of a significant amount of cash from Westrock as a result of redemptions of the Series A Preferred Shares may cause a deterioration in the financial condition of Westrock and our ability to pay our other obligations and/or execute our business strategy.

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We have no other material obligations to pay principal amounts of our long-term debt obligations prior to their maturity.

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

Future purchase obligations of $414.8 million as of March 31, 2026 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.

There are no material purchase obligations beyond 12 months.

We have no future obligations to repurchase inventory associated with repurchase agreements in which the Company’s SS&T 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.

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.

Capital Expenditures

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Customer beverage equipment represents Company-owned equipment that is deployed in our customers’ locations.

Capital expenditures for the nine months ended September 30, 2025 and 2024 were as follows:

Nine months ended September 30, 2025

Nine months ended September 30, 2024

We have completed the majority of the capital expenditures related to the Conway Facility and have approximately $15.0 million to expenditures remaining.

Capital expenditures for the three months ended March 31, 2026 and 2025 were as follows:

Three months ended March 31, 2026

Three months ended March 31, 2025

If circumstances warrant, we may need to take measures to conserve cash, which may include a suspension, delay, or reduction in growth and/or maintenance capital expenditures.

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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 2. Management’s Discussion and Analysis