Item 2. Management’s Discussion and Analysis
Item 2. 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 months ended March 31, 2026. 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.
Overview
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: (i) we operate a transparent supply chain, (ii) we develop innovative beverage solutions tailored to our customers’ specific needs, (iii) we deliver a high quality and comprehensive set of products to our customers, and (iv) we leverage our scaled international presence to serve our blue-chip customer base. These four tenets comprise the backbone of our platform and position us as a leading provider of value-added beverage solutions. By partnering with Westrock, our customers also benefit from the benchmark-setting responsible sourcing policies and strong environmental, social, and governance focus surrounding our products, top tier consumer insights, and a differentiated product ideation process. Leading brands choose us because we are singularly positioned to meet their needs, while simultaneously driving a new standard for sustainably and responsibly sourced products.
We operate our business in two segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”).
Beverage Solutions : Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts, and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently, we serve customers in the United States, Europe, and Asia through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries.
Sustainable Sourcing & Traceability : Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, provide tangible economic empowerment and emphasize environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee.
Significant Developments
Falcon Credit Agreement Amendment
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.
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Results of Operations
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:
Three Months
Three Months
Ended
% of
Ended
% of
(Dollars in Thousands)
March 31, 2026
Revenues
March 31, 2025
Revenues
Net sales
$
308,825
100.0
%
$
213,796
100.0
%
Costs of sales
263,057
85.2
%
184,723
86.4
%
Gross profit
45,768
14.8
%
29,073
13.6
%
Selling, general and administrative expense
37,846
12.3
%
40,344
18.9
%
Transaction, restructuring and integration expense
3,668
1.2
%
1,791
0.8
%
Loss (gain) on disposal of property, plant and equipment
1,096
0.4
%
7
0.0
%
Total operating expenses
42,610
13.8
%
42,142
19.7
%
Income (loss) from operations
3,158
1.0
%
(13,069)
(6.1)
%
Other (income) expense
Interest expense
13,527
4.4
%
12,599
5.9
%
Other, net
(489)
(0.2)
%
(278)
(0.1)
%
Loss before income taxes and equity in earnings from unconsolidated entities
(9,880)
(3.2)
%
(25,390)
(11.9)
%
Income tax expense (benefit)
1,964
0.6
%
1,828
0.9
%
Equity in (earnings) loss from unconsolidated entities
(3,311)
(1.1)
%
—
0.0
%
Net loss
$
(8,533)
(2.8)
%
$
(27,218)
(12.7)
%
Amortization of Series A Convertible Preferred Shares
86
0.0
%
86
0.0
%
Net loss attributable to common shareholders
$
(8,447)
(2.7)
%
$
(27,132)
(12.7)
%
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Net Sales
Three Months Ended March 31,
(Thousands)
2026
2025
Beverage Solutions
$
239,322
$
164,079
Sustainable Sourcing & Traceability (1)
69,503
49,717
Total net sales
$
308,825
$
213,796
(1) Net of intersegment revenues.
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
Three Months Ended March 31,
(Thousands)
2026
2025
Beverage Solutions
$
204,358
$
141,370
Sustainable Sourcing & Traceability
58,699
43,353
Total costs of sales
$
263,057
$
184,723
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
Three Months Ended March 31,
2026
2025
% of Segment
% of Segment
(Dollars in Thousands)
Amount
Revenues
Amount
Revenues
Beverage Solutions
$
34,942
14.6
%
$
37,622
22.9
%
Sustainable Sourcing & Traceability
2,904
4.2
%
2,722
5.5
%
Total selling, general and administrative expense
$
37,846
12.3
%
$
40,344
18.9
%
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. The decrease
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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 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
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,
(Thousands)
2026
2025
Interest expense
Cash:
Term loan and delayed draw term loan facilities
$
3,820
$
3,633
Revolving credit facility
3,120
3,586
Convertible notes payable
506
275
Convertible notes payable - related party
769
625
Supply chain finance program
1,843
1,994
International trade finance lines
1,470
1,336
International notes payable
103
177
Other
580
173
Total cash interest
12,211
11,799
Non-cash:
Amortization of deferred financing costs
1,316
1,030
Capitalized interest
—
(230)
Total non-cash interest
1,316
800
Total interest expense
$
13,527
$
12,599
Income Tax Expense (Benefit)
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
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our financial statements. The nature of those estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.
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
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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 March 31, 2026, there have been no material changes to these estimates.
Key Business Metrics
We use Consolidated Adjusted EBITDA to evaluate our performance, identify trends, formulate financial projections, and to make strategic decisions.
Consolidated Adjusted EBITDA
We refer to EBITDA and Consolidated Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net (loss) income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Consolidated Adjusted EBITDA are important non-GAAP supplemental measures of operating performance as they contribute to a meaningful evaluation of the Company’s future operating performance and comparisons to the Company’s past operating performance. The Company believes that providing these non-GAAP financial measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance.
We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Consolidated Adjusted EBITDA” as EBITDA before equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integration related costs, impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway Facility into commercial production, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented). We believe EBITDA and Consolidated Adjusted EBITDA are important supplemental measures to net (loss) income because they provide additional information to evaluate our operating performance on an unleveraged basis.
Since EBITDA and Consolidated Adjusted EBITDA are not measures calculated in accordance with GAAP, they should be viewed in addition to, and not be considered as alternatives for, net (loss) income determined in accordance with GAAP. 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.
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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,
(Thousands)
2026
2025
Net loss
$
(8,533)
$
(27,218)
Interest expense
13,527
12,599
Income tax expense (benefit)
1,964
1,828
Depreciation and amortization
16,564
11,755
EBITDA
23,522
(1,036)
Transaction, restructuring and integration expense
3,668
1,791
Equity-based compensation
1,731
3,331
Conway extract and ready-to-drink facility pre-production costs
278
4,449
Mark-to-market adjustments
(5,082)
(2,073)
Loss on disposal of property, plant and equipment
1,096
7
Other
755
1,755
Consolidated Adjusted EBITDA
$
25,968
$
8,224
Liquidity and Capital Resources
Our principal liquidity needs are to fund operating expenses, meet debt service obligations, and fund investment activities, which include capital expenditures. Our primary sources of liquidity and capital resources are cash on hand, cash provided by operating activities, and available borrowings under our Credit Agreement (as defined herein).
Our ability to generate cash provided by operating activities is dependent on several factors, including our ability to generate net sales and manage costs in line with our expectations. Failure to meet our financial targets, including any adverse impact from changes or further delays in the estimated timing and volume of products to be commercialized in our Conway Facility, may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants and may require us 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.
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. 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. sources. 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
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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. or its trade partners, particularly in the current geopolitical environment. 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. 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.
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. 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.
Credit Agreement
The Company is party to a credit agreement (as amended, modified or supplemented, the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an aggregate principal amount of $200.0 million (the “Revolving Credit Facility”), (b) a senior secured first lien term loan facility in an aggregate principal amount of $175.0 million (the “Term Loan Facility”) and (c) incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million. The Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.
Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus an applicable margin.
At 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
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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.
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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 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)
Trailing Twelve-Months
Beverage Solutions Segment Adjusted EBITDA
$
82,172
Permissible credit agreement adjustments (1)
12,527
Trailing Twelve-Months Credit Agreement Adjusted EBITDA
$
94,699
End of period:
Term loan facility
$
142,188
Delayed draw term loan facility
44,375
Revolving credit facility
165,000
Letters of credit outstanding
1,980
Secured debt
353,543
Beverage Solutions unrestricted cash and cash equivalents
(26,771)
Secured net debt
$
326,772
Beverage Solutions Credit Agreement secured net leverage ratio
3.45x
(1) Consists primarily of pro forma run-rate impact of cost savings initiatives, as permitted by the Credit Agreement.
A reconciliation of trailing twelve-months Beverage Solutions Adjusted EBITDA is as follows:
(Thousands)
Year ended December 31, 2025
$
68,481
Three months ended March 31, 2026
23,274
Three months ended March 31, 2025
(9,583)
Trailing Twelve-Months Beverage Solutions Adjusted EBITDA
$
82,172
Convertible Notes
On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “2029 Convertible Notes”), of which $50.0 million was from related parties (see Note 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 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; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.
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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. The Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2029 Convertible Notes in respect of the conversion of the 2029 Convertible Notes. The initial conversion price of the 2029 Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of 2029 Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.
On November 4, 2025, the Company sold and issued in a private placement $30.0 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “2031 Convertible Notes”), of which $11.5 million was from related parties (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
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 bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a
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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 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 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 March 31, 2026.
Supply Chain Finance Program
The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $100.0 million. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted, and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Condensed Consolidated Balance Sheets. As of March 31, 2026, there were $99.8 million obligations outstanding under the Program.
Receivables Purchase Agreement
On June 27, 2025, the Company entered into a receivable purchase agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”) through which the Company may sell up to $35.0 million of certain trade receivables on a nonrecourse basis to the Factor. Transactions under the Factoring Agreement qualify for true-sale treatment in accordance with Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”), whereby receivables sold to the Factor are recorded as a reduction of accounts receivable in the Condensed Consolidated Balance Sheets. As a part of the Factoring Agreement, we perform certain collection and administrative functions for the receivables sold.
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
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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
The Company is party to a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”). The Commodity Program is uncommitted and may be canceled by the financing provider at any time. At 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.
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 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 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. However, the Company will continuously evaluate its liquidity needs, especially in light of “C” market price volatility and tariff and trading restrictions (as discussed above) and may seek to opportunistically access additional liquidity, including through either the debt or equity capital markets. If it is determined that we have insufficient liquidity to fund our operating expenses, debt service and near-term investment activities, we may delay and/or reprioritize our near-term growth strategies, which may have an adverse impact on our ability to achieve our growth objectives.
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We believe that cash from operations, borrowings available under the Revolving Credit Facility and our ability to obtain future financing will provide sufficient cash on hand to fund our long-term liquidity needs and growth strategies, which include (i) expanding geographically and (ii) finding accretive acquisitions.
Redemptions of Series A Preferred Shares
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, 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. The impact of such redemptions on Westrock will depend, among other things, on the financial condition of Westrock at the time of such redemptions, including the amount of available cash on hand and ability to draw on Westrock’s credit facilities or obtain other sources of financing, the business strategies and objectives of Westrock at that time and the magnitude of such redemptions. Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions, and this may adversely affect our business and financial condition and ability to execute on our business strategy.
Contractual and Other Obligations
Our material contractual and other obligations include the payment of principal and interest under our debt obligations and future purchase of inventory obligations. 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. We have no other material obligations to pay principal amounts of our long-term debt obligations prior to their maturity.
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.
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
We categorize our capital expenditures as (i) growth, (ii) maintenance, (iii) customer beverage equipment or (iv) other.
We define growth capital expenditures as investments in our manufacturing facilities that will contribute to revenue growth by increasing production capacity, improving production efficiencies, or related to production of new products. Maintenance capital expenditures are those necessary to keep our existing manufacturing equipment fully operational. Customer beverage equipment represents Company-owned equipment that is deployed in our customers’ locations.
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Capital expenditures for the three months ended March 31, 2026 and 2025 were as follows:
Customer
Beverage
(Thousands)
Growth
Maintenance
Equipment
Other
Total
Three months ended March 31, 2026
$
4,865
$
1,785
$
180
$
269
$
7,099
Three months ended March 31, 2025
$
40,286
$
51
$
329
$
625
$
41,291
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. We continually assess our capital expenditure plans in light of developments impacting our business, including the needs of our customers.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements.
Recent Accounting Pronouncements
See Note 3, “Summary of Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included in Item I of Part 1 of this Quarterly Report on Form 10-Q for a detailed discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the market risks discussed in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K filed with the SEC on March 10, 2026.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.