What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 159 added, 81 removed, 247 unchanged (49% of the section changed)

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

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

18 unchanged sentences

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.

Credit Agreement Amendments

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

6 (the “Sixth Amendment”) to its Credit Agreement, as defined in the section titled Liquidity and Capital Resources below.

The Sixth Amendment extends the maturity date of approximately $360.7 million of the loans and commitments under our 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 3.75x 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 our 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, as defined in the section titled Liquidity and Capital Resources below, 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 5.00x to 4.00x for the test period ended June 30, 2026, and from 4.50x to 4.00x 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.

Results of Operations

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

Comparison of the Three Months Ended June 30, 2026 and 2025

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

(Dollars in Thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Costs of sales

11 unchanged sentences

Net loss attributable to common shareholders

Three Months Ended March 31,

Three Months Ended June 30,

Beverage Solutions

2 unchanged sentences

(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.

Net Sales from our Beverage Solutions segment were $243.9 million for the three months ended June 30, 2026, increasing 16.8% compared to $208.8 million for the three months ended June 30, 2025.

The increase was primarily due to a $28.1 million increase in the sale of flavors, extracts & ingredients products driven by a 66.6% increase in can volumes and the ramp up of glass bottle production during 2026.

In addition, sales of coffee and tea products grew $7.4 million.

Net Sales from our SS&T segment, net of intersegment revenues, were $61.8 million for the three months ended June 30, 2026, decreasing 14.2% compared to $72.0 million for the three months ended June 30, 2025, driven primarily by a decrease in sales volume of 10.8%.

Costs of Sales

Three Months Ended March 31,

Three Months Ended June 30,

Beverage Solutions

1 unchanged sentence

Total costs of sales

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.

In our Beverage Solutions segment, costs of sales increased $36.3 million to $210.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The increase in costs of sales was primarily driven by an increase in sales volumes for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

In our SS&T segment, costs of sales decreased $7.9 million to $57.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

This decrease is primarily due to a decrease in green coffee sales volume.

Costs of sales in our SS&T segment for the three months ended June 30, 2026 included $0.6 million of net unrealized losses on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $1.4 million of net unrealized gains for the three months ended June 30, 2025.

Selling, General and Administrative Expense

Three Months Ended March 31,

Three Months Ended June 30,

(Dollars in Thousands)

2 unchanged sentences

Total selling, general and administrative expense

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

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

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

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $18.8 million to $32.9 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The decrease is primarily due to a $13.8 million decrease in start-up costs associated with our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”) and a $2.9 million decrease in equity-based compensation expense.

In our SS&T segment, selling, general and administrative costs increased $0.8 million for the three months ended June

30, 2026, primarily due to a $0.5 million increase in general and administrative expenses and a $0.2 million increase in personnel-related costs compared to the three months ended June 30, 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.

Transaction, restructuring and integration expense for the three months ended June 30, 2026 was $3.2 million, approximately $1.3 million of which related to non-capitalizable costs associated with the Sixth Amendment.

During the three months ended June 30, 2025, we incurred $2.5 million of transaction, restructuring and integration expenses, approximately $1.9 million of which related to severance costs and $0.4 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

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,

Interest expense for the three months ended June 30, 2026 was $13.0 million compared to $13.1 million for the three months ended June 30, 2025.

Three Months Ended June 30,

Interest expense

12 unchanged sentences

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)%.

Income tax benefit for the three months ended June 30, 2026 was $0.4 million, resulting in an effective tax rate of 2.8%.

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)%.

Income tax benefit for the three months ended June 30, 2025 was $0.4 million, resulting in an effective tax rate of 1.7%.

Comparison of the Six Months Ended June 30, 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:

Six Months Ended

(Dollars in Thousands)

June 30, 2026

June 30, 2025

Costs of sales

Selling, general and administrative expense

Transaction, restructuring and integration expense

Impairment charges

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

Total operating expenses

Income (loss) from operations

Other (income) expense

Interest expense

Change in fair value of warrant liabilities

Loss before income taxes and equity in earnings from unconsolidated entities

Income tax expense (benefit)

Equity in (earnings) loss from unconsolidated entities

Amortization of Series A Convertible Preferred Shares

Net loss attributable to common shareholders

Six Months Ended June 30,

Beverage Solutions

Sustainable Sourcing & Traceability (1)

Total net sales

(1) Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $483.2 million for the six months ended June 30, 2026, increasing 29.6% compared to $372.9 million for the six months ended June 30, 2025.

The increase was primarily due to a $63.2 million increase in the sale of coffee and tea products, driven by a 11.6% increase in single serve cup volumes and the year over year increases in coffee commodity prices and tariffs, both of which are passed through to our customers.

In addition, sales of flavors, extracts & ingredients products increased $47.4 million, driven by a 183.4% increase in can volumes and the ramp up of glass bottle production.

Net Sales from our SS&T segment, net of intersegment revenues, were $131.3 million for the six months ended June 30, 2026, increasing 7.8% compared to $121.8 million for the six months ended June 30, 2025.

The increase was primarily driven by an increase in the average sales price per pound, which increased 3.2% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

The increase in the average sales price per pound is directly correlated to global commodities prices and the impact of tariffs.

Costs of Sales

Six Months Ended June 30,

Beverage Solutions

Sustainable Sourcing & Traceability

Total costs of sales

In our Beverage Solutions segment, costs of sales increased to $415.2 million for the six months ended June 30, 2026, from $315.9 million for the six months ended June 30, 2025.

The increase in costs of sales was primarily driven by an increase in sales volumes, and the year over year increases in coffee commodity prices and tariffs for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

In our SS&T segment, costs of sales increased $7.5 million to $115.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This increase is primarily due to an increase in coffee commodity prices and the impact of tariffs.

Selling, General and Administrative Expense

Six Months Ended June 30,

(Dollars in Thousands)

Beverage Solutions

Sustainable Sourcing & Traceability

Total selling, general and administrative expense

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $21.5 million to $67.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.

The decrease is primarily due to a $17.5 million decrease in start-up costs associated with the Conway Facility and a $4.3 million decrease in equity-based compensation.

In our SS&T segment, selling, general and administrative costs increased $1.0 million for the six months ended June 30, 2026, primarily due to a $0.5 million increase in personnel-related costs and a $0.5 million increase in general and administrative expenses compared to the six months ended June 30, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expense for the six months ended June 30, 2026 was $6.8 million, approximately $3.7 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, and $1.3 million of which related to non-capitalizable costs associated with the Sixth Amendment.

During the six months ended June 30, 2025, we incurred $4.3 million of transaction, restructuring and integration expenses, approximately $2.4 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $0.8 million of plant closure costs and $0.4 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

Interest Expense

Six Months Ended June 30,

Interest expense

Term loan and delayed draw term loan facilities

Revolving credit facility

Convertible notes payable

Convertible notes payable - related party

Supply chain finance program

International trade finance lines

International notes payable

Total cash interest

Amortization of deferred financing costs

Capitalized interest

Total non-cash interest

Total interest expense

Income Tax Expense (Benefit)

Income tax expense for the six months ended June 30, 2026 was $1.6 million, resulting in an effective tax rate of (7.6)%.

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

Income tax expense for the six months ended June 30, 2025 was $1.5 million, resulting in an effective tax rate of (3.1)%.

Critical Accounting Estimates

2 unchanged sentences

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

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

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

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

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

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

As of June 30, 2026, there have been no material changes to these estimates.

Key Business Metrics

2 unchanged sentences

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.

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.

4 unchanged sentences

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

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

Three Months Ended March 31,

The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Interest expense

27 unchanged sentences

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

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

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

these tariffs paid.

It is uncertain when or if any eventual tariff refunds our vendors

receive may be passed onto us.

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

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

10 unchanged sentences

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.

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%.

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

16 unchanged sentences

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

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 3.75x 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 of the date of this Quarterly Report on Form 10-Q, the Company was in compliance with its financial covenants.

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

At 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:

At June 30, 2026, the Company’s secured net leverage ratio was 3.36:1.00, compared to a maximum allowable ratio of 4.00:1.00, with such calculation set forth below:

(Thousands, except leverage ratio)

14 unchanged sentences

Year ended December 31, 2025

Three months ended March 31, 2026

Three months ended March 31, 2025

Six months ended June 30, 2026

Six months ended June 30, 2025

Trailing Twelve-Months Beverage Solutions Adjusted EBITDA

3 unchanged sentences

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

At 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.

7 unchanged sentences

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

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

6 unchanged sentences

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.

The 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.

1 unchanged sentence

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.

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

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

1 unchanged sentence

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.

5 unchanged sentences

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.

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 March 31, 2026.

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

Supply Chain Finance Program

4 unchanged sentences

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.

As of June 30, 2026, there were $97.5 million obligations outstanding under the Program.

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.

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, the Company

held $5.8 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Condensed Consolidated Balance Sheets.

Green Coffee Repurchase Program

1 unchanged sentence

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

At 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.

4 unchanged sentences

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

During the three 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.

During the three and six months ended June 30, 2026, the Company had no sales of Common Shares under the ATM Program.

As of June 30, 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.

4 unchanged sentences

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.

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

Assuming that the liquidation preference of the Westrock Series A Preferred Shares remains $11.50 per share and all 23,510,527 Westrock 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

If Westrock was required by the holders to redeem a significant number of Westrock 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 Westrock 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.

4 unchanged sentences

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.

Future purchase obligations of $292.3 million as of June 30, 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.

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.

Capital Expenditures

3 unchanged sentences

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

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

Three months ended March 31, 2026

Three months ended March 31, 2025

Capital expenditures for the six months ended June 30, 2026 and 2025 were as follows:

Six months ended June 30, 2026

Six months ended June 30, 2025

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

7 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis