What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 270 added, 179 removed, 625 unchanged (42% of the section changed)

3 unchanged sentences

(Thousands, except par value)

March 31, 2026

June 30, 2026

December 31, 2025

24 unchanged sentences

Commitments and contingencies (Note 18)

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

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively, $ 11.50 liquidation value

Shareholders' Equity (Deficit)

Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding

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

Common stock, $ 0.01 par value, 300,000 shares authorized, 97,627 shares and 96,866 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in-capital

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Thousands, except per share data)

2 unchanged sentences

Transaction, restructuring and integration expense

Loss on disposal of property, plant and equipment

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

Total operating expenses

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), net of tax:

12 unchanged sentences

Equity (Deficit)

Balance at December 31, 2024

Balance at March 31, 2025

Net income (loss)

3 unchanged sentences

Net share settlement of equity awards

Balance at June 30, 2025

Balance at March 31, 2026

Net income (loss)

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at June 30, 2026

See accompanying notes to condensed consolidated financial statements.

WESTROCK COFFEE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Comprehensive

Paid-in Capital

Income (Loss)

Balance at December 31, 2024

4 unchanged sentences

Net share settlement of equity awards

Balance at March 31, 2026

Balance at June 30, 2025

Balance at December 31, 2025

Net income (loss)

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at June 30, 2026

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Loss on disposal of property, plant and equipment

Gain on de-consolidation of Rwanda Trading Company

Mark-to-market adjustments

8 unchanged sentences

Accrued liabilities and other

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

2 unchanged sentences

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

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

Proceeds from sale of property, plant and equipment

18 unchanged sentences

Amounts obtained as beneficial interest in sold trade receivables

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

March 31, 2026

March 31, 2025

The total cash and cash equivalents and restricted cash at June 30, 2026 and 2025 is as follows:

June 30, 2026

June 30, 2025

Cash and cash equivalents

28 unchanged sentences

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

Reclassifications

Certain reclassifications of prior years’ amounts have been made to conform with the current period financial statements presentation, and the accompanying notes thereto.

These reclassifications had no effect on previously reported total assets, total liabilities, shareholders’ equity (deficit), net income (loss) or cash flows.

On April 20, 2026, the Company appointed A.

Wellford Tabor to its Board of Directors.

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

Tabor owns $ 2.0 million of the Company’s 5.00 % convertible senior

notes due 2029 and $ 2.0 million of the Company’s 5.00 % convertible senior notes due 2031 .

As a result of this appointment, transactions with Mr.

Tabor are now classified as related party transactions.

To provide comparable presentation, the Company has reclassified $ 3.9 million of long-term debt, net to convertible notes payable – related party, net in the Condensed Consolidated Balance Sheet as of December 31, 2025.

In addition, the Company has updated the footnote disclosures in Notes 10 and 19 to include transactions with Mr.

Tabor as of December 31, 2025 and for the six months ended June 30, 2026.

Summary of Significant Accounting Policies

2 unchanged sentences

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and

equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, share-based compensation, contingencies, and income taxes, among others.

On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, share-based compensation, contingencies, and income taxes, among others.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

4 unchanged sentences

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

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

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

As further discussed in Note 10, on November 4, 2025, the Company sold and issued in a private placement $ 30.0 million in aggregate principal amount of 5.00 % convertible senior notes due 2031 and entered into Amendment No.

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

However, as management’s ability to raise additional capital or amend its financial covenants cannot be assured, if necessary, management has committed to delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants.

If required, the Company will reduce operating costs to ensure compliance with its financial covenants.

However, during the six months ended June 30, 2026, the Company incurred net losses of $ 22.2 million.

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

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

Debt Maturity and Refinancing Efforts

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

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

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

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

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

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

Accounts Receivable and Allowance for Credit Losses

6 unchanged sentences

Activity in the allowance for credit losses was as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Balance at beginning of period

1 unchanged sentence

Write-offs, net

Allowance for credit losses - held for sale

Receivables Purchase Agreement

2 unchanged sentences

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

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

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

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

During the six months ended June 30, 2026, the Company received cash proceeds of $ 152.4 million related to the sale of receivables under the Factoring Agreement, remitted approximately $ 159.3 million of customer payments to the Factor, and incurred approximately $ 0.8 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

At June 30, 2026 and December 31, 2025, the Company held $ 5.8 million and $ 13.8 million, respectively, of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Condensed Consolidated Balance Sheets.

At June 30, 2026 and December 31, 2025, there was $ 1.3 million and $ 1.2 million, respectively, of Deferred Purchase Price (as defined in the Factoring Agreement) on the sold receivables, recorded within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

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

3 unchanged sentences

Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery.

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

costs of sales in our Condensed Consolidated Statements of Operations.

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

We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2026, we recognized $ 3.0 million and $ 2.3 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and six months ended June 30, 2025, we recognized $ 9.2 million and $ 10.7 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Supply Chain Finance Program

1 unchanged sentence

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.

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.

2 unchanged sentences

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

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

At June 30, 2026 and December 31, 2025, there were $ 97.5 million and $ 96.6 million of obligations outstanding under the Program, respectively.

Green Coffee Repurchase Program

On March 28, 2025, the Company entered into a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”).

The 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.

At June 30, 2026 and December 31, 2025, the Company had a right, or obligation, to repurchase $ 3.5 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.

Assets and Liabilities Held-for-Sale

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

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

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

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

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

Equity Method Investments

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

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

On April 1, 2025, the Company entered into an agreement with ECOM that combined Westrock’s and ECOM’s Rwandan export operations.

As of June 30, 2026, Westrock holds a 49.9 % equity method investment in the joint venture with a balance of $ 10.0 million, which is reported in other long-term assets on the Condensed Consolidated Balance Sheets.

As of December 31, 2025, Westrock’s balance in the joint venture was $ 6.5 million.

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

8 unchanged sentences

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

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

The effective income tax rates for the six months ended June 30, 2026 and 2025 were ( 7.6 )% and ( 3.1 )%, respectively.

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

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

The effective tax rate for the six months ended June 30, 2026 differs from

the effective tax rate for the same period in 2025 primarily due to the size of the Company's ordinary income (loss) in the periods relative to rate impacting items.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law in the United States.

1 unchanged sentence

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

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

The effects of the Act were incorporated into our income tax provision for the three and six months ended June 30, 2026, and there was no material impact.

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

Recently adopted accounting pronouncements

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

On September 18, 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No.

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

ASU 2025-06 removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed.

ASU 2025-06 will be effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis.

During the quarter ended June 30, 2026 the Company elected to early adopt ASU 2025-06 and applied the amendment to the beginning of the annual reporting period, January 1, 2026.

The Company elected to apply the amendments prospectively to eligible software costs incurred on or after the adoption date, including costs incurred for in-process projects.

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

Recently issued accounting pronouncements

7 unchanged sentences

The Company is currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

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

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

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

ASU 2025-06 will be effective for annual and

interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis.

The Company is currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Revenue from Contracts with Customers (ASC 606)

17 unchanged sentences

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

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

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

For the three and six months ended June 30, 2026, we recorded $ 3.5 million of net unrealized losses and $ 2.3 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2025, we recorded $ 10.6 million and $ 14.2 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2026, the Company recognized $ 61.8 million and $ 131.3 million in revenues under ASC 815, respectively, and for the three and six months ended June 30, 2025, the Company recognized $ 72.4 million and $ 122.0 million in revenues under ASC 815, respectively, which are reported within the Company’s SS&T segment.

Contract Estimates

2 unchanged sentences

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

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

Other accrued deductions were $ 1.8 million and $ 1.4

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

Accrued sales incentives were $ 2.0 million and $ 1.4 million at June 30, 2026 and December 31, 2025, respectively.

Other accrued deductions were $ 1.7 million and $ 1.4 million at June 30, 2026 and December 31, 2025, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

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

1 unchanged sentence

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

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

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

The Company did not have any material contract liabilities as of June 30, 2026 or December 31, 2025.

Revenue recognized during the three and six months ended June 30, 2026, that was included in the contract liabilities balance as of December 31, 2025, was not material.

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

At March 31, 2026 and December 31, 2025, accounts receivable, net included $ 86.5 million and $ 97.0 million in receivables from contracts with customers, respectively.

At June 30, 2026 and December 31, 2025, accounts receivable, net included $ 80.0 million and $ 97.0 million in receivables from contracts with customers, respectively.

Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs.

Such costs result from the payment of sales incentives and are amortized over the contract life.

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

As of June 30, 2026 and December 31, 2025, no costs were capitalized as all arrangements were less than a year.

Disaggregated Revenue

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Flavors, extracts & ingredients

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States

All other countries

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

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

March 31, 2026

For the three and six months ended June 30, 2026 and 2025, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

3 unchanged sentences

Green coffee inventories represent green coffee held for resale.

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

At June 30, 2026 and December 31, 2025, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

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

The following table summarizes property, plant and equipment, net as of June 30, 2026 and December 31, 2025:

(Dollars in Thousands)

Depreciable Lives

March 31, 2026

June 30, 2026

December 31, 2025

12 unchanged sentences

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

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 14.6 million and $ 9.8 million, respectively.

Depreciation expense for the three and six months ended June 30, 2026 was $ 15.2 million and $ 29.8 million, respectively, and depreciation expense for the three and six months ended June 30, 2025 was $ 13.0 million and $ 22.8 million, respectively.

Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use.

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

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

All assets classified as construction in progress and equipment deposits at June 30, 2026 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of June 30, 2026 and December 31, 2025:

Balance at December 31, 2025

Accumulated impairment loss

Balance at March 31, 2026

Balance at June 30, 2026

Accumulated impairment loss

Intangible Assets, Net

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

March 31, 2026

The following table summarizes intangible assets, net as of June 30, 2026 and December 31, 2025:

June 30, 2026

Customer relationships

4 unchanged sentences

Intangible assets, net

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

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

Amortization expense of intangible assets was $ 1.9 million and $ 3.9 million for the three and six months ended June 30, 2026, respectively, and amortization expense of intangible assets was $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, the weighted average useful life for definite-lived intangibles is approximately 20 years .

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

3 unchanged sentences

Balance Sheet Location

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Operating lease liabilities

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

During the six months ended June 30, 2026 and 2025, the Company obtained approximately $ 4.1 million and $ 1.2 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

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

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

Three Months Ended March 31,

The components of lease costs for the three and six months ended June 30, 2026 and 2025, respectively, are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

Short-term lease cost

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

March 31, 2026

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

1 unchanged sentence

Weighted-average remaining lease term

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

Three Months Ended March 31,

Supplemental cash flow information about the Company’s leases as of June 30, 2026 and 2025, respectively, is as follows:

Six Months Ended June 30,

Cash paid related to operating lease liabilities

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

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

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

There were no material finance leases as of June 30, 2026.

Future minimum lease payments under non-cancellable operating leases as of June 30, 2026 are as follows:

Total future minimum lease payments

1 unchanged sentence

Present value of minimum lease payments

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

March 31, 2026

Our long-term debt at June 30, 2026 and December 31, 2025 is as follows:

June 30, 2026

December 31, 2025

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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 %.

At June 30, 2026, we had $ 165.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.2 %, and we had $ 2.0 million of standby letters of credit outstanding.

At June 30, 2026, the interest rate applicable to our Term Loan Facility was 7.2 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 7.1 %.

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) on December 31, 2026, through the maturity date.

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

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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 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.

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

As of March 31, 2026, the Company was in compliance with its financial covenants.

On June 30, 2026, the Company entered into Amendment No.

6 (the “Sixth Amendment”) to the Credit Agreement.

The Sixth Amendment extends the maturity date of approximately $ 360.7 million of the loans and commitments under its credit facilities from August 29, 2027 to November 29, 2028 and makes certain restricted payments subject to the secured net leverage ratio being no greater than 3.75 x and liquidity being no less than $ 25.0 million, in each case on a pro forma basis.

Approximately $ 25.8 million of the loans and commitments under its credit facilities will continue to mature on August 29, 2027.

In connection with the Sixth Amendment, Texas Capital Bank has also become a lender.

In addition, on June 30, 2026, the Borrower elected to terminate the Covenant Relief Period under the Credit Agreement prior to its scheduled expiration on October 1, 2026.

As a result, the applicable margin on any loans will decrease, certain restrictions limited to the covenant relief period will no longer apply, and the maximum permitted secured net leverage ratio under the secured net leverage ratio financial covenant decreased from 5.00 x to 4.00 x for the test period ended June 30, 2026, and from 4.50 x to 4.00 x for the test period ending September 30, 2026.

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

Convertible Notes

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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.

At June 30, 2026, the carrying value of the 2029 Convertible Notes was $ 71.7 million, of which $ 51.8 million was from related parties.

We incurred a total of $ 0.5 million of financing fees in connection with the 2029 Convertible Notes, which were ratably allocated to the convertible notes payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the 2029 Convertible Notes utilizing the effective interest rate method.

Pursuant to the terms of the 2029 Convertible Notes, noteholders may convert their 2029 Convertible Notes at their option only in the following circumstances:

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

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

(i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price;

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

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

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,” and together with the 2029 Convertible Notes, the “Convertible Notes”), of which $ 13.5 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.

At June 30, 2026, the carrying value of the 2031 Convertible Notes was $ 29.0 million, of which $ 13.0 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:

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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 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.

The 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.

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.

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The facility will mature one year from inception.

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

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.

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 June 30, 2026, there was $ 55.8 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.

Falcon was in compliance with these financial covenants as of June 30, 2026.

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

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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.

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

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

At June 30, 2026, there was $ 6.4 million of outstanding borrowings under the facility, of which $ 4.9 million and $ 1.5 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 June 30, 2026.

Series A Preferred Shares

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In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event.

applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $ 11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares.

Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $ 11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares.

The initial conversion price of $ 11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price.

After February 26, 2028, any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date.

Assuming that the liquidation preference of the Series A Preferred Shares remains $ 11.50 per share and all 23,510,527 Series A Preferred Shares outstanding at March 31, 2026 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume-weighted average price per Common Share for the ten (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 outstanding at June 30, 2026 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

At any time after February 26, 2028, Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock.

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

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

For the three and six months ended June 30, 2026, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and six months ended June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

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

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Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations.

The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Condensed Consolidated Statements of Operations as the changes in

the fair value of the hedged items attributable to the risk being hedged.

The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in the Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction.

undertaking the hedge transaction.

In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

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

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

We did not discontinue any cash flow hedging relationships during the six months ended June 30, 2026 and 2025.

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

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The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

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

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

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

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

The notional amount for the coffee futures contracts, commodity swaps and coffee options that were designated and qualified for our commodity cash flow hedging program was 22.4 million pounds and 116.8 million pounds as of June 30, 2026 and December 31, 2025, respectively.

During the three and six months ended June 30, 2026, the Company purchased coffee futures contracts, commodity swaps and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 16.4 million pounds and 141.1 million pounds, respectively.

During the three and six months ended June 30, 2025, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 53.3 million pounds and 99.9 million pounds, respectively.

Approximately $ 9.5 million and $ 33.4 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026, respectively.

Approximately $ 12.1 million and $ 22.3 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $ 23.1 million.

Within our SS&T segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period.

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Balance Sheet Location

March 31, 2026

June 30, 2026

December 31, 2025

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Derivative assets

Commodity swaps

Derivative assets

Options contracts (2)

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2 – Options contracts include counterparty netting.

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

Three Months Ended March 31,

The following table presents the pre-tax net gains and losses for our derivative instruments for the three and six months ended June 30, 2026 and 2025, respectively:

Three Months Ended June 30,

Six Months Ended June 30,

Statement of Operations Location

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ASC 820, Fair Value Measurements , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy.

Additionally, the inputs used to measure fair value are

prioritized based on a three-level hierarchy.

This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

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

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

March 31, 2026

The following table summarizes the fair value of financial instruments at June 30, 2026:

June 30, 2026

Green coffee associated with forward contracts

Coffee futures contracts

Options contracts (1)

Forward purchase and sales contracts

Coffee futures contracts

Commodity swaps

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Forward purchase and sales contracts

1 – Options contracts include counterparty netting.

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The carrying amount of cash, accounts receivable, accounts payable, short-term debt and the supply chain finance program was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments.

The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of March 31, 2026, as the interest rate on these facilities is adjusted for changes in the market rates.

The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of June 30, 2026, as the interest rate on these facilities is adjusted for changes in the market rates.

The fair value of the Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility was determined based on Level 2 inputs under the fair value hierarchy.

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

The 2029 Convertible Notes and 2031 Convertible Notes are carried on the Condensed Consolidated Balance Sheets at amortized cost.

The estimated fair value of the 2029 Convertible Notes and 2031 Convertible Notes as of March 31, 2026 was $ 58.1 million and $ 30.7 million, respectively, and was determined using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at March 31, 2026 include the expected volatility of 50.0 % and assumed debt yield of 15.2 % and 16.3 % for the 2029 Convertible Notes and 2031 Convertible Notes, respectively.

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

The estimated fair value of the Convertible Notes as of June 30, 2026 was $ 69.1 million and $ 50.0 million, respectively, and was determined using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

Non-financial assets and liabilities, including property, plant and equipment, goodwill and intangible assets are measured at fair value on a non-recurring basis.

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

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

No events occurred during the three and six months ended June 30, 2026 or 2025, requiring these non-financial assets and liabilities to be subsequently recognized at fair value.

At June 30, 2026, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

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

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

As of June 30, 2026, there have been no adjustments, upward or downward, to the carrying value.

Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended March 31,

Changes in accumulated other comprehensive income (loss), net of tax by component for the three and six months ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Unrealized gain (loss) on derivative instruments:

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

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

For market-based RSUs granted during the six months ended June 30, 2026, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions:

(i) expected term of 2.6 years, (ii) expected volatility of 54.0 % and (iii) risk-free interest rate of 4.0 %.

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

As of March 31, 2026, there were 5.3 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the three months ended March 31, 2026:

During the six months ended June 30, 2026, the Company granted 1.6 million RSUs with an aggregate fair value of $ 13.2 million to certain employees and non-employee directors under the 2022 Equity Plan.

As of June 30, 2026, there were 3.7 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the six months ended June 30, 2026:

Service-based Restricted Stock Units

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Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

Earnings per Share

Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares.

Westrock Series A Preferred Shares and our service-based RSUs issued under our 2022 Equity Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares.

As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260 Earnings per Share (“ASC 260”) .

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Restricted stock units

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Thousands, except per share data)

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Weighted-average common shares outstanding - diluted

Dilutive (loss) earnings per common share

Diluted (loss) earnings per common share

Segment Information

Our two operating segments , Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated using Segment Adjusted EBITDA, which is a segment performance measure.

Our two operating segments , Beverage Solutions and SS&T, are evaluated using Segment Adjusted EBITDA, which is a segment performance measure.

We define Segment Adjusted EBITDA as net (loss) income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integrations costs, impairment charges, changes in fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway Facility into commercial production, certain recurring operating costs related to the scale-up of operations of the Conway Facility, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented).

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Net sales (1)

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(1) Excludes $ 0.4 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment .

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Net sales (1)

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(1) Excludes $ 2.6 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Six Months Ended June 30, 2026

Net sales (1)

Segment Adjusted EBITDA

Interest expense

Depreciation and amortization

Transaction, restructuring and integration expense

Equity-based compensation

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

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

Mark-to-market adjustments

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

Loss before income taxes and equity in earnings from unconsolidated entities

(1) Excludes $ 0.5 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Six Months Ended June 30, 2025

Net sales (1)

Segment Adjusted EBITDA

Interest expense

Depreciation and amortization

Transaction, restructuring and integration expense

Equity-based compensation

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

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

Mark-to-market adjustments

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

Loss before income taxes and equity in earnings from unconsolidated entities

(1) Excludes $ 6.5 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Costs of sales

8 unchanged sentences

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Costs of sales

8 unchanged sentences

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

Six Months Ended June 30, 2026

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

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

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

Six Months Ended June 30, 2025

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

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

Commitments and Contingencies

3 unchanged sentences

On February 24, 2025, DFA filed an amended complaint, asserting the same causes of action against the Company and adding an individual defendant.

On July 1, 2025, the United States District Court for the Western District of Missouri granted the Company’s motion to transfer the case to the United States

District Court for the Eastern District of Arkansas, Case No.

On July 1, 2025, the United States District

Court for the Western District of Missouri granted the Company’s motion to transfer the case to the United States District Court for the Eastern District of Arkansas, Case No.

4:25-cv-00662-JM.

6 unchanged sentences

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

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

We have future purchase obligations of $ 292.3 million as of June 30, 2026 that consist of commitments for the purchase of inventory over the next 12 months.

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

At 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.

At June 30, 2026, we had a right or obligation to repurchase $ 3.5 million of inventory associated with Repo Transactions, for which the liability is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

Related Party Transactions

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

In November 2025, the Company sold and issued convertible notes (see Note 10) to HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares) and Jeffrey H.

In February 2024, the Company sold and issued the 2029 Convertible Notes (see Note 10) to Westrock Group, LLC (an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors), A.

Wellford Tabor, a member of the board of directors of the Company, and HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares), each a related party.

In November 2025, the Company sold and issued the 2031 Convertible Notes (see Note 10) to HF Direct Investments Pool, LLC (a holder of more than 10 % of the outstanding Common Shares), Jeffrey H.

Fox Revocable Trust (an affiliate of Jeffrey H.

Fox, a member of the board of directors of the Company), each a related party.

Fox, a member of the board of directors of the Company), and A.

Wellford Tabor, a member of the board of directors of the Company, each a related party.

The Condensed Consolidated Financial Statements reflect the following transactions with related parties:

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

Fox Revocable Trust

March 31, 2026

Wellford Tabor

June 30, 2026

December 31, 2025

4 unchanged sentences

Fox Revocable Trust

Wellford Tabor

Unamortized debt costs

Three Months Ended March 31,

Six Months Ended June 30,

Interest expense:

3 unchanged sentences

Fox Revocable Trust

Wellford Tabor

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

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

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

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

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

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

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

Subsequent Events

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

Wellford Tabor to the Board.

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

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

For the three and six months ended June 30, 2026, the Company recognized expenses of $ 0.4 million and $ 0.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2025, the Company recognized expenses of $ 0.2 million and $ 0.2 million, respectively, for such items.

At June 30, 2026 and December 31, 2025, we had $ 0.1 million payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

During the three and six months ended June 30, 2026, Falcon purchased $ 0.1 million and $ 9.4 million of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

For the three and six months ended June 30, 2025, Falcon purchased $ 0.3 million of green coffee from the Rwandan JV.

At June 30, 2026 and December 31, 2025, the Condensed Consolidated Balance Sheet included $ 1.2 million and $ 4.8 million in inventory that was purchased from the Rwandan JV, respectively.

At June 30, 2026 and December 31, 2025, Falcon had $ 0.3 million and $ 1.2 million payable to the Rwandan JV, respectively.

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

What changed 10-Q

Item 1. Financial Statements