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What changed in Vita Coco Company, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Vita Coco Company, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+250 added−239 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-26)

Top changes in Vita Coco Company, Inc.'s 2025 10-K

250 paragraphs added · 239 removed · 195 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Vita Coco coconut milk product, which includes our recently launched Vita Coco Treats, is a plant-based dairy alternative and our PWR LIFT brand competes in the enhanced isotonic category. We also develop and sell other brands in the beverage category, and occasionally in other categories, as we test our ideas for expanding our product portfolio.
Biggest changeOur primary brand, Vita Coco Coconut Water, competes in the global coconut and plant waters category . Our Vita Coco coconut milk product, which includes our Vita Coco Treats, is a plant-based dairy alternative and our PWR LIFT brand competes in the enhanced isotonic category.
Products that do not comply with applicable governmental or third-party regulations and standards may be considered adulterated or misbranded and subject, but not limited to, warning or untitled letters, product withdrawals or 11 Table of Contents recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution, import holds, injunctions, fines, civil penalties or criminal prosecution.
Products that do not comply with applicable governmental or third-party regulations and standards may be considered adulterated or misbranded and subject, but not limited to, warning or untitled letters, product withdrawals or recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution, import 11 Table of Contents holds, injunctions, fines, civil penalties or criminal prosecution.
To further support our public benefit purpose and impact driven philosophy, we formed the Vita Coco Community Foundation, a standalone, 501(c)(3) nonprofit organization, in December 2023. Annually, we publish an Impact Report describing the environmental and social impacts of our business.
To further support our public benefit purpose and impact driven philosophy, we formed the Vita Coco Community Foundation, a standalone, 501(c)(3) nonprofit organization, in December 2023. We annually publish an Impact Report describing the environmental and social impacts of our business.
Through our access and relationships with coconut processors and manufacturers in many countries, including the Philippines, Indonesia, Malaysia, Thailand, Sri Lanka, Brazil, and Vietnam, we have built a unique body of knowledge and relationships that promote coconut water processing at scale, as well as gained access to farms across diversified geographies.
Through our access and relationships with coconut processors and manufacturers in many countries, including the Philippines, Brazil, Thailand, Vietnam, Malaysia, and Sri Lanka, we have built a unique body of knowledge and relationships that promote coconut water processing at scale, as well as gained access to farms across diversified geographies.
Our co-packing facilities, which primarily use concentrate, are located in Canada, Mexico, the U.S., and the U.K. We also attempt to foster a thriving loyal farming community around our manufacturing partners through our work with charitable organizations to support agricultural education programs and investments in schooling.
Our co-packing facilities, which primarily use concentrate, are located in Mexico, the U.S., and the U.K. We also attempt to foster a thriving loyal farming community around our manufacturing partners through our work with charitable organizations to support agricultural education programs and investments in schooling.
PWR LIFT In 2021, we launched PWR LIFT, a beverage targeted at post-workout and recovery occasions with added nutritional benefits. PWR LIFT is a protein-infused sports drink with electrolytes, BCAAs, and zero sugar, designed to provide fitness-minded consumers with protein in a hydrating beverage.
PWR LIFT In 2021, we launched PWR LIFT, a beverage targeted at post-workout and recovery occasions with added nutritional benefits. PWR LIFT is a protein-infused sports drink with electrolytes, BCAAs, and zero sugar, designed to provide fitness-minded consumers with protein in a hydrating beverage. It is a beverage targeted at post-workout and recovery occasions with added nutritional benefits.
In addition, at the end of 2024, approximately 30% of our employees identified as Black, Indigenous and/or People of Color or two or more races, 40% 12 Table of Contents identified as white, and 30% did not disclose their race. We strive to reflect the diverse identities and cultures of our consumers.
In addition, at the end of 2025, 12 Table of Contents approximately 30% of our employees identified as Black, Indigenous and/or People of Color or two or more races, 40% identified as white, and 30% did not disclose their race. We strive to reflect the diverse identities and cultures of our consumers.
Our supply chain partners are positioned as close to the coconut growing regions as possible to keep quality at the highest level.
Our supply chain partners are positioned as close to key coconut growing regions as possible to keep quality at the highest level.
Our key strategies for growth for Vita Coco coconut water include: 1) expanding the coconut water category through consumer education of the numerous usage occasions for coconut water, 2) increasing distribution of other product offerings such as Farmers Organic, Vita Coco Coconut Juice, and launching new product innovations, such as Vita Coco Treats, 3) expanding the number of households that purchase our products, 4) growing opportunities for new usage generally, and 5) developing and expanding our markets globally.
Our key strategies for growth for Vita Coco coconut water include: 1) expanding the coconut water category through consumer education of the numerous usage occasions for coconut water and communicating the benefits of drinking coconut water, 2) increasing distribution of other product offerings such as Farmers Organic, Vita Coco Coconut Juice, and launching new product innovations, such as Vita Coco Treats, 3) expanding the number of households that purchase our products, 4) growing opportunities for new usage and distribution generally, and 5) developing and expanding our markets globally.
Business Operations As of December 31, 2024, we operated in two business segments: (i) the Americas segment, comprised of our operations primarily in the U.S. and Canada; and (ii) the International segment, comprised of operations primarily in Europe, the Middle East, Africa and the Asia Pacific regions.
Business Operations As of December 31, 2025, we operated in two business segments: (i) the Americas segment, comprised of our operations primarily in the U.S. and Canada; and (ii) the International segment, comprised of operations primarily in Europe, the Middle East, Africa and the Asia Pacific regions.
Additionally, we attempt to partner with other third-party organizations that share and advance our ideals, including fair trade, accessible nutrition and wellness, and environmental responsibility. We believe this purpose-driven approach has aided our growth as we believe it is strategically aligned with the beliefs of our global consumer base and has improved our supplier relationships.
Additionally, we attempt to partner with other third-party organizations that share and advance our ideals, including economic prosperity, accessible nutrition and wellness, and environmental responsibility. We believe this purpose-driven approach has aided our growth as we believe it is strategically aligned with the beliefs of our global consumer base and has improved our supplier relationships.
We are one of the largest brands globally in the coconut and other plant waters category, and a large supplier of private label coconut water. Our branded portfolio is led by our Vita Coco brand, which is the leader in the coconut water category in the U.S., and also includes coconut oil, juice, and milk offerings.
We are one of the largest brands globally in the coconut and other plant waters category, and a large supplier of Private Label coconut water. Our branded portfolio is led by our Vita Coco brand, which is the leader in the coconut water category in the United States, and also includes coconut oil, juice, and milk offerings.
Vita Coco is the coconut water category leader with greater than 40% market share in the U.S. according to Circana US for the 52 weeks ended December 29, 2024, which over indexes to younger households and to more multicultural shoppers. We offer Vita Coco coconut water as an alternative to sugar-packed sports drinks and other less healthy alternatives.
Vita Coco is the coconut water category leader with greater than 40% market share in the U.S. according to Circana US for the 52 weeks ended December 28, 2025, and over indexes to younger households and to more multicultural shoppers. We offer Vita Coco coconut water as an alternative to sugar-packed sports drinks and other less healthy alternatives.
Vita Coco has evolved from a primarily pure coconut water brand to a full portfolio of coconut-based products. The portfolio now includes multiple offerings in the coconut water category with Vita Coco Pressed, Vita Coco Coconut Juice, and Farmers Organic, with offerings in adjacent plant-based categories such as Vita Coco Coconut MLK, and Vita Coco Treats.
Vita Coco has evolved from a primarily pure coconut water brand to a full portfolio of coconut-based beverage products. The portfolio now includes multiple offerings in the coconut water category with Vita Coco Extra Coconut, Vita Coco Coconut Juice, and Farmers Organic, as well as offerings in adjacent plant-based categories such as Vita Coco Coconut MLK, and Vita Coco Treats.
As we do not own any of these factories, our supply chain is a fixed asset-light model designed to better react to changes in the market or consumer preferences. We also work with co-packers across four countries to support local packaging and repacking of our products and to better service our customers’ needs.
As we do not own any of these factories, our supply chain is an asset-light model designed to better react to changes in the market or consumer preferences. We also work with co-packers across three countries to support local packaging and repacking of our products and to better service our customers’ needs.
Human Capital As of December 31, 2024, we had 319 full-time employees. Of these employees, 234 were employed in the U.S. None of these employees are represented by labor unions or covered by collective bargaining agreements. We have never experienced a labor-related work stoppage. Our people are at the heart of our business.
Human Capital As of December 31, 2025, we had 336 full-time employees. Of these employees, 235 were employed in the U.S. None of these employees are represented by labor unions or covered by collective bargaining agreements. We have never experienced a labor-related work stoppage. Our people are at the heart of our business.
We believe the protection of our trademarks, designs, copyrights, patents, domain names, trade dress and trade secrets are important to our success. As of December 31, 2024, we had over 20 registered trademarks and over five pending trademark applications in the U.S., as well as over 230 registered trademarks and over 10 pending trademark applications in other countries.
We believe the protection of our trademarks, designs, copyrights, patents, domain names, trade dress and trade secrets are important to our success. As of December 31, 2025, we had over 20 registered trademarks and over ten pending trademark applications in the U.S., as well as over 210 registered trademarks and over five pending trademark applications in other countries.
Our well-diversified global manufacturing network spans across 17 coconut water factories in seven countries that are operated by our manufacturing partners and six co-packing facilities in four countries for products not packaged near source.
Our well-diversified global manufacturing network spans across 16 coconut water factories in six countries that are operated by our manufacturing partners and six co-packing facilities in three countries for products not packaged near source.
We believe per capita consumption of natural beverages is growing as a result of increasing consumer interest in plant-based alternatives and preferences for health-conscious products that have fewer added sugars and artificial ingredients, while providing more nutritional benefits.
We believe per capita consumption of natural beverages is growing as a result of increasing consumer interest in hydration and preferences for health-conscious products that have fewer added sugars and artificial ingredients, while providing more functional benefits.
Our Diversity and Inclusivity Committee works to celebrate all our employees, educate and recommend improvements to our processes to enhance our organization and our culture. As of December 31, 2024, approximately 50% of our employees in our global workforce identified as female, 50% identified as male, and 0% did not disclose their gender identity.
Our Diversity and Inclusivity Committee works to celebrate all our employees, educate and recommend improvements to our processes to enhance our organization and our culture. As of December 31, 2025, approximately 51% of our employees in our global workforce identified as female, 48% identified as male, and 1% did not disclose their gender identity.
As a public benefit corporation, we are required by Delaware law to provide a biennial statement on our promotion of the public benefits identified in our certificate of incorporation and of the best interests of those materially affected by the corporation's conduct. We intend to use the Impact Report to be issued later this year as such biennial statement.
As a public benefit corporation, we are required by Delaware law to provide a biennial statement on our promotion of the public benefits identified in our certificate of incorporation and of the best interests of those materially affected by the corporation's conduct. Our biennial public benefit corporation statement was included in our Impact Report issued in early 2025.
Our other brands include Ever & Ever , a sustainably packaged water, and PWR LIFT , a protein-infused fitness drink. We previously offered Runa , a plant-based energy drink inspired by the guayusa plant native to Ecuador, which we ceased selling in December 2023.
Our portfolio also includes PWR LIFT , a protein-infused fitness drink. We previously offered Runa , a plant-based energy drink inspired by the guayusa plant native to Ecuador, which we ceased selling in December 2023 and impaired all remaining assets in September 2025, and Ever & Ever , a sustainably packaged water, which we ceased producing in 2024.
We supply private label products to key retailers in both the coconut water and coconut oil categories. Additionally, we generate revenue from bulk product sales to beverage and food companies. We source our coconut water from a diversified global network of 17 factories across seven countries supported by thousands of coconut farmers.
We supply Private Label products to key retailers in both the coconut water and coconut oil categories. We source our coconut water from a diversified global network of approximately 16 factories across six countries, supported by thousands of coconut farmers.
Given consumer concerns with the disposal or recyclability of plastic water bottles, we created Ever & Ever to respond to the consumer 9 Table of Contents need for a sustainably packaged water product in aluminum bottles with potential infinite recyclability. Ever & Ever was launched with a focus on the food service and office channels.
Ever & Ever Launched in 2019, Ever & Ever was a purified water brand packaged solely in aluminum bottles. Given consumer concerns with the disposal or recyclability of plastic water bottles, we created Ever & Ever to respond to the consumer need for a sustainably packaged water product in aluminum bottles with potential infinite recyclability.
Supply Chain We engage contract manufacturers, co-packers and third-party logistics providers to manufacture and distribute our products. Our fixed asset-light model enhances production flexibility and capacity, and enables us to focus on our core in-house capabilities which include supplier management, logistics, sales and marketing, brand management and customer service.
Our fixed asset-light model enhances production flexibility and capacity, and enables us to focus on our core in-house capabilities which include supplier management, logistics, sales and marketing, brand management and customer service.
Vita Coco is available in over 35 countries, with our primary markets in North America, the United Kingdom (the "U.K."), and Germany. Our primary markets for private label are North America and Europe. Our products are distributed primarily through club, food, drug, mass, convenience, e-commerce and foodservice channels.
Vita Coco is available in over 35 countries, with our primary markets in North America, the United Kingdom (the "U.K."), and Germany. Our primary markets for Private Label are North America and Europe.
Our competitors in the beverage market include large beverage companies such as The Coca-Cola Company, PepsiCo, Inc. and Nestlé S.A. that may have substantially greater financial resources and stronger brand recognition than we have.
Additionally, we compete within the broad non-alcoholic beverage category with sports drinks, energy drinks, enhanced waters and other functional beverages. Our competitors in the beverage market include large beverage companies such as The Coca-Cola Company, PepsiCo, Inc., and Nestlé S.A. that may have substantially greater financial resources and stronger brand recognition than we have.
While PWR LIFT has proved to be attractive in online sales channels, we are still forming a successful long-term approach to retail channels.
While PWR LIFT has proved to be attractive in online sales channels, we are still forming a successful long-term approach to retail channels. In 2026, we will continue online sales of PWR LIFT while redesigning our approach to succeeding in the protein drink category.
Through achieving Certified B Corporation status, The Vita Coco Company, Inc. joined its subsidiary, All Market Europe Ltd., a U.K. company, which had previously achieved Certified B Corporation status.
Through achieving Certified B Corporation status, The Vita Coco Company, Inc. joined its subsidiary, All Market Europe Ltd., a U.K. company, which had previously achieved Certified B Corporation status. In 2025, we recertified our B Corporation status for both entities, improving upon our 2022 certification score.
Vita Coco coconut water has a presence in key markets such as China, France, Germany, the Middle East, the Benelux region, Spain, the Nordic Region and Africa. Private Label We expanded into private label coconut water in 2016 as a way to develop stronger ties with select, strategic retail partners and improve our operating scale.
Our international teams in Europe and Asia have enabled us to sell Vita Coco coconut water into other key markets including Europe, the Middle East, and Africa. Private Label We expanded into Private Label coconut water in 2016 as a way to develop stronger ties with select, strategic retail partners and improve our operating scale.
Internationally, our business is anchored by Vita Coco ’s presence in the U.K., where it is the coconut water category leader with 82% market share, according to Circana UK, for the 52 weeks ended December 28, 2024. Our U.K. commercial team and our supply chain based in Asia have allowed us to sell into other European and Asian countries.
Internationally, our business is anchored by Vita Coco ’s presence in the U.K., where it is the coconut water category leader with 80% market share, according to Circana UK, for the 52 weeks ended December 27, 2025.
In the Americas, the sales team focuses on three main areas: (i) DSD management, (ii) national account management (including club, mass food and convenience), and (iii) retail execution. Our International sales teams are aligned geographically and by major account or by import partner, and is further supported by small field execution and marketing teams.
In the Americas, the sales team focuses on three main areas: (i) DSD management, (ii) national account management (including club, mass, food, convenience, and food service customers), and (iii) retail execution.
The beverage industry, and specifically the functional beverage categories, are significantly larger than the coconut and plant waters category and provide opportunities for potential growth.
We also may develop and sell other brands in the beverage category, and occasionally in other categories, as we test our ideas for expanding our product portfolio. The beverage industry, and specifically the functional beverage categories, are significantly larger than the coconut and plant waters category and provide opportunities for potential growth.
We paused production of Ever & Ever in 2024 and are evaluating whether to discontinue the product, as it does not meaningfully contribute to our business. Runa Runa was a guayusa plant-based, natural offering for consumers in the energy drink market. As of December 2023, we ceased offering this brand.
Ever & Ever was 9 Table of Contents launched with a focus on the food service and office channels. We ceased production of Ever & Ever in 2024 and although we continued to sell inventory in 2025, it did not meaningfully contribute to our business. Runa Runa was a guayusa plant-based, natural offering for consumers in the energy drink market.
Our products are also available in a variety of on-premise locations such as corporate offices, fitness clubs, airports and educational institutions. History The Vita Coco Company, Inc., formerly known as All Market Inc., was first incorporated as a Delaware corporation in January 2007 and re-incorporated in Delaware as a public benefit corporation in April 2021.
History The Vita Coco Company, Inc., formerly known as All Market Inc., was first incorporated as a Delaware corporation in January 2007 and re-incorporated in Delaware as a public benefit corporation in April 2021. We completed an initial public offering (the "IPO") of our common stock in October 2021. Industry We operate in the functional beverages industry.
We are also a leading supplier of private label coconut water, and we compete with other private label suppliers for that business.
Our competition and competitors vary by market due to regional brands and taste preferences, as well as how developed the coconut water category is in each market. We are also a large supplier of Private Label coconut water, and we compete with other Private Label suppliers for that business.
Private label accounts are handled by each geographic division in close cooperation with supply chain leadership.
Our International sales teams are aligned geographically and by major account or by import partner, and are further supported by small field execution and marketing teams depending on the market. Private Label accounts are handled by each geographic division in close cooperation with supply chain leadership.
Additionally, we compete within the broad non-alcoholic beverage category, and our flagship brand, Vita Coco , is the market leader in the coconut water category in the U.S.
Our flagship brand, Vita Coco , is the market leader in the coconut water category in the U.S. where we compete with other key coconut water brands including Goya, Harmless Harvest, 8 Table of Contents Zico, and C20, as well as a range of emerging brands and retailers’ own Private Label beverage brands.
Removed
We completed an initial public offering (the "IPO") of our common stock in October 2021. Industry We operate in the functional beverages industry. Our primary brand, Vita Coco Coconut Water, competes in the global coconut and plant waters category .
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Our products are distributed primarily through club, food, drug, mass, convenience, e-commerce and a variety of on-premise locations such as corporate offices, fitness clubs, airports, and educational institutions.
Removed
We also compete with other leading functional beverages including Goya, Harmless Harvest, Foco, BodyArmor, Monster Energy, Red Bull, Bang, Ocean Spray and Bai, as well as a range of 8 Table of Contents emerging brands and retailers’ own private label beverage brands. Our competition and competitors vary by market due to regional brands and taste preferences.
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As of December 2023, we ceased offering this brand and impaired all remaining assets in September 2025. Supply Chain We engage contract manufacturers, co-packers and third-party logistics providers to manufacture and distribute our products.
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In 2022 and 2023, we tested PWR LIFT in Arizona and Texas, while also establishing the brand within fast-growing fitness spaces like HYROX and Spartan. In early 2024, PWR LIFT expanded testing to the New York City metro area.
Added
Our marketing strategy is designed to drive long-term brand equity and sustainable growth by educating consumers on the functional benefits of our products while building strong emotional connections with our brands.
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As the protein drink category continues to grow, PWR LIFT will focus growing the consumer base and appeal of the brand through communicating lifestyle occasions and by messaging the broad variety of benefits that protein and hydration have to offer health-seeking consumers.
Added
Since inception, we have leveraged support from a diverse group of celebrity and athlete advocates, and we continue to partner with talent and creators who are authentic users and aligned with our values. We execute a diversified, data-driven marketing mix to bring our brands to life through compelling, consistent messaging - strengthening relevance, engagement, and loyalty with our target consumers.
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In 2025, we will continue online sales as we redesign PWR LIFT 's approach to succeeding in the protein drink category. Ever & Ever Launched in 2019, Ever & Ever is a purified water brand packaged solely in aluminum bottles.
Removed
Our marketing efforts are centered around educating consumers on the functional benefits of our products while fostering a deep emotional connection with our brands. From the beginning, we have been supported by a diverse group of celebrity and athlete enthusiasts.
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Today, we continue to collaborate with talent and influencers who we believe share our values and are authentic fans of our brands. We execute across a broad marketing mix to bring our brand to life in creative and engaging ways, ensuring we connect with our audience in genuine and meaningful ways.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur amended and restated certificate of incorporation provides that, subject to limited exceptions, the following actions must be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware: • any derivative action or proceeding brought on behalf of the Company; • any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders; • any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of Chancery of the State of Delaware; or • any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. 35 Table of Contents Additionally, our amended and restated certificate of incorporation provides that the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against a defendant to such complaint.
Biggest changeOur amended and restated certificate of incorporation provides that, subject to limited exceptions, the following actions must be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware: • any derivative action or proceeding brought on behalf of the Company; • any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders; • any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the Delaware General Corporation Law confers exclusive jurisdiction on the Court of Chancery of the State of Delaware; or • any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
Generally, private label business is rebid regularly, and adjustments are often made to the regional areas serviced, or a complete transfer of the business to another supplier. These changes can be abrupt and difficult to predict.
Generally, the Private Label business is rebid regularly, and adjustments are often made to the regional areas serviced, or a complete transfer of the business to another supplier. These changes can be abrupt and difficult to predict.
Although we do not rely on our co-packing partners for the sourcing of raw materials, we face similar risks related to the operations and 13 Table of Contents quality of services provided by such partners.
Although we do 13 Table of Contents not rely on our co-packing partners for the sourcing of raw materials, we face similar risks related to the operations and quality of services provided by such partners.
These risks include: • facing difficulties, such as legal, regulatory, personnel, technological, and consumer preference variation risks, as we operate in countries where we have limited experience or presence, or expand our operations into countries in which we have no prior operating history; 21 Table of Contents • restrictions on the transfer of funds to and from foreign countries, including potentially negative tax consequences; • unfavorable changes or proposed changed in U.S. trade policies, including with respect to treaties, tariffs, quotas, trade barriers or other export or import restrictions, including navigating the changing relationships between countries such as the U.S. and China and between the U.K. and the European Union ("EU"); • unfavorable foreign exchange controls and variation in currency exchange rates; • exposure to foreign currency exchange rate fluctuations; • increased exposure to general international market and economic conditions and uncertainty; • political, economic, environmental, health-related or social uncertainty and volatility; • the potential for substantial penalties, litigation and reputational risk related to violations of a wide variety of laws, treaties and regulations, including food and beverage regulations, anti-corruption regulations (including, but not limited to, the U.S.
These risks include: • facing difficulties, such as legal, regulatory, personnel, technological, and consumer preference variation risks, as we operate in countries where we have limited experience or presence, or expand our operations into countries in which we have no prior operating history; 21 Table of Contents • restrictions on the transfer of funds to and from foreign countries, including potentially negative tax consequences; • unfavorable changes or proposed changes in U.S. trade policies, including with respect to treaties, tariffs, quotas, trade barriers or other export or import restrictions, including navigating the changing relationships between countries such as the U.S. and China and between the U.K. and the European Union ("EU"); • unfavorable foreign exchange controls and variation in currency exchange rates; • exposure to foreign currency exchange rate fluctuations; • increased exposure to general international market and economic conditions and uncertainty; • political, economic, environmental, health-related or social uncertainty and volatility; • the potential for substantial penalties, litigation and reputational risk related to violations of a wide variety of laws, treaties and regulations, including food and beverage regulations, anti-corruption regulations (including, but not limited to, the U.S.
Among others, these provisions include that: • the forum for certain litigation against us is restricted to Delaware or the federal courts, as applicable; • the Board has the exclusive right to expand the size of the Board and to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of the Board; • our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a special meeting of stockholders may be called only by the chair of the Board, a chief executive officer, or the Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; 34 Table of Contents • our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the Board may alter our bylaws without obtaining stockholder approval; • the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors; • stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our Company; and • the Board is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.
Among others, these provisions include that: • the forum for certain litigation against us is restricted to Delaware or the federal courts, as applicable; • the Board has the exclusive right to expand the size of the Board and to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board; • the Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of the Board; • our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • a special meeting of stockholders may be called only by the chair of the Board, a chief executive officer, or the Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the Board may alter our bylaws without obtaining stockholder approval; • the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our amended and restated bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors; • stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our Company; and 35 Table of Contents • the Board is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.
Historical instability in the financial markets indicates that obtaining future financing to fund acquisitions may present significant challenges and could also create dilution to shareholders among other potential impacts. The success of future acquisitions will be dependent upon our ability to effectively integrate the acquired products and operations into our business. Integration can be complex, expensive and time-consuming.
Historical instability in the financial markets indicates that obtaining future financing to fund acquisitions may present significant challenges and could also create dilution to shareholders among other potential impacts. The success of any future acquisitions will be dependent upon our ability to effectively integrate the acquired products and operations into our business. Integration can be complex, expensive and time-consuming.
If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, we may not have the ability to pursue our growth strategy, our sales might decrease, and our business, financial condition, results of operations and cash flows may be materially adversely affected.
If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, we may not have the ability to pursue our growth strategy, our sales may decrease, and our business, financial condition, results of operations and cash flows may be materially adversely affected.
Our current manufacturing partners operate in the Philippines, Sri Lanka, Malaysia, Thailand, Brazil, Vietnam, and Indonesia, and source coconuts from owned trees and networks of many independent small farmers, while some of our co-packers operate in Canada, Mexico, the U.S., and the U.K. and source co-packing materials from these regions.
Our current manufacturing partners operate in the Philippines, Sri Lanka, Malaysia, Thailand, Brazil, Vietnam, and Indonesia, and source coconuts from owned trees and networks of many independent small farmers, while some of our co-packers operate in Mexico, the U.S., and the U.K. and source co-packing materials from these regions.
The 2020 Credit Facility also requires us to maintain a specified total leverage ratio, fixed charge coverage ratio and asset coverage ratio and our ability to meet these financial ratios may be affected by events beyond our control, and we may not satisfy such a test.
The Credit Facility also requires us to maintain a specified total leverage ratio, fixed charge coverage ratio and asset coverage ratio and our ability to meet these financial ratios may be affected by events beyond our control, and we may not satisfy such a test.
A breach of the covenants in the 2020 Credit Facility or any agreements governing future debt obligations could result in a default under such agreements. By reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable.
A breach of the covenants in the Credit Facility or any agreements governing future debt obligations could result in a default under such agreements. By reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable.
The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business, the number, complexity and characteristics of additional products or future manufacturing processes we require to serve new or existing markets, any proposed acquisitions and cost increases related to the integration of acquired products or businesses, any material or significant product recalls, any failure or disruption with our manufacturing and co-packing partners as well as our third party logistics providers, the expansion into new markets, any changes in our regulatory or legislative landscape, particularly with respect to product safety, advertising, product labeling and data privacy, the costs associated with being a public company and the market conditions for debt or equity financing.
The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business, the number, complexity and characteristics of additional products or future manufacturing processes we require to serve new or existing markets, any proposed acquisitions and cost increases related to the integration of acquired products or businesses, any material or 32 Table of Contents significant product recalls, any failure or disruption with our manufacturing and co-packing partners as well as our third party logistics providers, the expansion into new markets, any changes in our regulatory or legislative landscape, particularly with respect to product safety, advertising, product labeling and data privacy, the costs associated with being a public company and the market conditions for debt or equity financing.
See "Controls and Procedures" in Part II, Item 9A, for management’s annual report on internal control over financial reporting as of December 31, 2024. We have incurred costs related to our implementation of an internal audit and compliance function and expect to incur additional costs to further improve our internal control environment in the future.
See "Controls and Procedures" in Part II, Item 9A, for management’s annual report on internal control over financial reporting as of December 31, 2025. We have incurred costs related to our implementation of an internal audit and compliance function and expect to incur additional costs to further improve our internal control environment in the future.
Our 2020 Credit Facility imposes certain terms and restrictive covenants of these borrowings and the terms of any future indebtedness will likely impose similar restrictions.
Our Credit Facility imposes certain terms and restrictive covenants of these borrowings and the terms of any future indebtedness will likely impose similar restrictions.
If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that are placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.
If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that are placed upon us as a 34 Table of Contents public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.
The 2020 Credit Facility contains, and agreements governing any future indebtedness may contain, a number of covenants which put some limits on our ability to, among other things: • sell, transfer or dispose of assets; • engage in mergers, acquisitions, and other business combinations; • make dividends and distributions on, or repurchases of, equity; • incur, assume, or permit to exist additional indebtedness; • make loans, advances or investments, or give guarantees; • incur liens; and 32 Table of Contents • enter into transactions with affiliates.
The Credit Facility contains, and agreements governing any future indebtedness may contain, a number of covenants which put some limits on our ability to, among other things: • sell, transfer or dispose of assets; • engage in mergers, acquisitions, and other business combinations; • make dividends and distributions on, or repurchases of, equity; • incur, assume, or permit to exist additional indebtedness; • make loans, advances or investments, or give guarantees; • incur liens; and • enter into transactions with affiliates.
When 28 Table of Contents incorporating AI technologies into our business functions and operations, we are increasingly liable to new or existing risks due to increased governmental monitoring, compliance issues, data privacy risks, and potential litigation, all of which could negatively impact both financial performance and business reputation.
When incorporating AI technologies into our business functions and operations, we are increasingly liable to new or existing risks due to increased governmental monitoring, compliance issues, data privacy risks, and potential litigation, all of which could negatively impact both financial performance and business reputation.
Likewise, our independent registered public accounting firm is required to 33 Table of Contents provide an attestation report on the effectiveness of our internal control over financial reporting. Our compliance with Section 404(a) requires that we incur substantial expenses and expend significant management efforts.
Likewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting. Our compliance with Section 404(a) requires that we incur substantial expenses and expend significant management efforts.
Such climate changes may also require us to find manufacturing partners in new geographic areas if the location 20 Table of Contents for best production of coconuts changes, which will require changes to our supply network and investing time and resources with new manufacturing partners, thereby potentially increasing our costs of production.
Such climate changes may also require us to find manufacturing partners in new geographic areas if the location for best production of coconuts changes, which will require changes to our supply network and investing time and resources with new manufacturing partners, thereby potentially increasing our costs of production.
While we believe that we may be able to establish alternative supply relationships for some of these materials, we may be unable to do so in the short term, or at all, at prices or quality levels that are acceptable to us, or in packaging that is acceptable to consumers.
While we believe that we may be able to establish alternative supply relationships for some of these materials, we may 15 Table of Contents be unable to do so in the short term, or at all, at prices or quality levels that are acceptable to us, or in packaging that is acceptable to consumers.
These large competitors may decide not to compete in coconut water but rather to use their retail relationships and category insights to reduce retailer excitement for the category, impacting our visibility and shelf space. Retailers also market competitive products under their own private labels, which are generally sold at lower prices and compete with our products.
These large competitors may decide not to compete in coconut water but rather 17 Table of Contents to use their retail relationships and category insights to reduce retailer excitement for the category, impacting our visibility and shelf space. Retailers also market competitive products under their own Private Labels, which are generally sold at lower prices and compete with our products.
Furthermore, the uncertain and shifting regulatory environment and trust climate may prompt individuals to opt out of our collection of their personal information. Concern regarding our use of the personal information collected on our websites or via our marketing activities could impact sales of product.
Furthermore, the uncertain and shifting regulatory environment and trust climate may prompt 30 Table of Contents individuals to opt out of our collection of their personal information. Concern regarding our use of the personal information collected on our websites or via our marketing activities could impact sales of product.
In addition, we and our third party vendors, 27 Table of Contents service providers, and business partners may upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business.
In addition, we and our third party vendors, service providers, and business partners may upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business.
Any such litigation could result in the impairment or loss of portions of our intellectual property, as our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the ownership, scope, validity and enforceability of our intellectual property rights.
Any such litigation could result in the impairment or loss of portions of our intellectual 31 Table of Contents property, as our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the ownership, scope, validity and enforceability of our intellectual property rights.
Therefore, we may take actions that we believe will be in the best interests of those stakeholders materially affected by our specific benefit purpose, even if those actions do not maximize our financial results.
Therefore, we may take actions that we believe will be in the best interests of those stakeholders materially affected by our specific benefit purpose, even if those 37 Table of Contents actions do not maximize our financial results.
Although we seek to forecast and plan our product needs sufficiently in advance of anticipated requirements to facilitate reserving production time at our manufacturing and co-packing partners, and arranging for the availability and supply of packaging and ingredient 14 Table of Contents materials, our product takes many weeks to arrive at our warehouses from our manufacturing partners, which reduces our flexibility to react to short term or unexpected consumer demand changes and can require planning as much as six months in advance to coordinate all materials for production.
Although we seek to forecast and plan our product needs sufficiently in advance of anticipated requirements to facilitate reserving production time at our manufacturing and co-packing partners, and arranging for the availability and supply of packaging and ingredient materials, our product takes many weeks to arrive at our warehouses from our manufacturing partners, which reduces our flexibility to react to short term or unexpected consumer demand changes, or changes in transit times, as it can require planning as much as six months in advance to coordinate all materials for production.
If such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for coconut water, oil, cream and other raw materials that are necessary for our current or any future products.
If such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for coconut water, oil, cream and other raw materials that are necessary for our current or any future 20 Table of Contents products.
As we expand our operations, it may be more difficult to effectively manage our inventory as the complexity increases. In any cases where consumers might not have access to our products, our reputation and brands could be harmed, and consumers may be less likely to recommend our products in the future.
As we expand our operations, it may be more difficult to effectively manage our inventory as the complexity increases. In any cases 14 Table of Contents where consumers might not have access to our products, our reputation and brands could be harmed, and consumers may be less likely to recommend our products in the future.
Any claims or litigation, even if fully indemnified or insured, could damage our reputation and potentially prevent us from selling or manufacturing our products, which would make it more difficult to compete effectively or to obtain adequate insurance in the future.
Any claims or litigation, even if fully indemnified or insured, could damage our reputation 27 Table of Contents and potentially prevent us from selling or manufacturing our products, which would make it more difficult to compete effectively or to obtain adequate insurance in the future.
Any material disruption or slowdown of our systems or those of our third-party vendors or business partners, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any material disruption or slowdown of our systems or those of our third-party 29 Table of Contents vendors or business partners, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Such competitors may be able to use their resources and scale to respond to 17 Table of Contents competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things.
Such competitors may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things.
Our coconut water accounted for 96% of our revenue for the year ended December 31, 2024. We believe that sales of our coconut water will continue to constitute a significant portion of our revenue, income and cash flow for the foreseeable future.
Our coconut water accounted for 96% of our revenue for the year ended December 31, 2025. We expect that sales of our coconut water will continue to constitute a significant portion of our revenue, income and cash flow for the foreseeable future.
Maintaining adequate inventory requires significant attention to and monitoring of: market trends, local market demands; performance of our raw material suppliers and manufacturers, our logistics suppliers and distributors; and the collection of data to enable efficient forecasting and inventory management.
Maintaining adequate inventory requires significant attention to and monitoring of: market trends, local market demands; performance of our raw material suppliers and manufacturers, our logistics suppliers and distributors; the impact of tariffs and trade restrictions; and the collection of data to enable efficient forecasting and inventory management.
In addition, our largest distributor customer and the largest retail-direct customer together accounted for approximately 48% of our total net sales as of December 31, 2024. No other customer or distributor represented more than 10% of our total net sales as of December 31, 2024.
In addition, our largest distributor customer and the largest retail-direct customer together accounted for approximately 44% of our total net sales as of December 31, 2025. No other customer or distributor represented more than 10% of our total net sales as of December 31, 2025.
Based upon our shares of common stock outstanding as of December 31, 2024, our executive officers, directors and shareholders who own more than 5% of our outstanding share capital, in the aggregate, beneficially own over 30% of our outstanding shares of common stock.
Based upon our shares of common stock outstanding as of December 31, 2025, our executive officers, directors and shareholders who own more than 5% of our outstanding share capital, in the aggregate, beneficially own approximately 30% of our outstanding shares of common stock.
A significant part of our business relies on shipping prepackaged coconut water from sourcing countries to our countries of sale so we are very dependent on shipping container prices and service levels and cost increases in shipping have materially impacted our financial results in recent years.
Most of our business relies on shipping prepackaged coconut water from sourcing countries to our countries of sale so we are very dependent on shipping container prices and service levels and cost increases in shipping and the imposition of tariffs have materially impacted our financial results in recent years.
As of December 31, 2024, we derived 14% of our net sales from our International segment. In addition, we source all of our coconut water internationally.
As of December 31, 2025, we derived 17% of our net sales from our International segment. In addition, we source all of our coconut water internationally.
While we continued the supply relationship for a significant portion of their private label coconut water needs in 2024 at the customer's request, we are expecting in 2025 the loss of further regions that we serviced for this customer in 2024.
While we continued the supply relationship for a significant portion of their Private Label coconut water needs in 2024 at the customer's request, in 2025, we experienced the loss of further regions that we serviced for this customer in 2024, resulting in a decline in Private Label volume growth in 2025.
Under Delaware law, a public benefit corporation cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter “does not contain the identical provisions identifying the public benefit or public benefits,” unless the transaction receives approval from two-thirds of the target public benefit corporation’s outstanding voting shares.
Under Delaware law, a public benefit corporation cannot merge or consolidate with another entity if, as a result of such merger or consolidation, the surviving entity’s charter “does not contain the identical provisions identifying the public benefit or public benefits,” unless the transaction receives approval from a majority of the outstanding shares entitled to vote thereon.
For example: 37 Table of Contents • we may choose to revise our policies in ways that we believe will be beneficial to our stakeholders, including suppliers, employees and local communities, even though the changes may be costly; • we may take actions that exceed regulatory requirements, even though these actions may be more costly than other alternatives; • we may be influenced to pursue programs and services to further our commitment to the communities to which we serve even though there is no immediate return to our stockholders; or • in responding to a possible proposal to acquire the Company, the Board has a fiduciary duty to consider the interests of our other stakeholders, including suppliers, employees and local communities, whose interests may be different from the interests of our stockholders.
For example: • we may choose to revise our policies in ways that we believe will be beneficial to our stakeholders, including suppliers, employees and local communities, even though the changes may be costly; • we may take actions that exceed regulatory requirements, even though these actions may be more costly than other alternatives; • we may be influenced to pursue programs and services to further our commitment to the communities to which we serve even though there is no immediate return to our stockholders; or • in responding to a possible proposal to acquire the Company, the Board has a fiduciary duty to consider the interests of our other stakeholders, including suppliers, employees and local communities, whose interests may be different from the interests of our stockholders. 38 Table of Contents We may be unable or slow to realize the benefits we expect from actions taken to benefit our stakeholders, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows, which in turn could cause our stock price to decline.
The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
We note that there is uncertainty as to whether a court would enforce the choice of forum provision with respect to claims under the federal securities laws, and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. 36 Table of Contents The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Additionally, Indiana, Montana, Oregon, Tennessee, Texas, Kentucky, Maryland, Minnesota, New Hampshire, New Jersey and Rhode Island have adopted similar laws taking effect at different dates through 2025 and 2026. Additional U.S. states are considering passing similar data laws. On a federal level, the U.S. Congress has introduced several iterations of a federal comprehensive privacy law.
Additionally, Indiana, Montana, Oregon, Tennessee, Texas, Kentucky, Maryland, Minnesota, New Hampshire, New Jersey and Rhode Island have adopted similar laws that took effect in 2025 or will take effect at different dates through 2025 and 2026. Additional U.S. states are considering passing similar data laws. On a federal level, the U.S.
There is no assurance that we will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our business, financial condition, results of operations and cash flows. 36 Table of Contents As a public benefit corporation, we are required to publicly disclose a report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose.
There is no assurance that we will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our business, financial condition, results of operations and cash flows.
The intellectual property ownership and license rights, including copyright, surrounding AI technologies has not been fully addressed by laws or regulations, and the use or adoption of third-party AI technologies into our business operations, products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation, as well as potential liability to customers. 31 Table of Contents Risks Related to the Ability to Finance our Business and Our Indebtedness We may require additional financing to achieve our goals, which may not be available when needed or may be costly and dilutive.
The intellectual property ownership and license rights, including copyright, surrounding AI technologies has not been fully addressed by laws or regulations, and the use or adoption of third-party AI technologies into our business operations, products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation, as well as potential liability to customers.
We generally do not have long-term contracts or minimum purchase volumes with our retail-direct customers beyond promotional price arrangements, except in cases related to private label supply, and the duration of these relationships and terms are subject to change and adjustment based on the performance of the products and our performance as a supplier of these products.
There is no guarantee that these arrangements will be effective, or that disputes will not arise as to the sharing of the costs of such activity, which could impact our relationship with the distributors or impose additional costs on us. 16 Table of Contents We generally do not have long-term contracts or minimum purchase volumes with our retail-direct customers beyond promotional price arrangements, except in cases related to Private Label supply, and the duration of these relationships and terms are subject to change and adjustment based on the performance of the products and our performance as a supplier of these products.
Our International segment may be unable to make up any significant shortfall if our Americas segment, specifically the U.S. market, were to slow or decline, and our business and financial results could be adversely affected.
Our International segment may be unable to make up any significant shortfall if our Americas segment, specifically the U.S. market, were to slow or decline, and our business and financial results could be adversely affected. We are dependent on our existing suppliers for materials used to package our products, the costs of which may be volatile and may rise significantly.
Our financial performance is largely dependent on our Americas operating segment, which accounted for approximately 86% of consolidated total net revenue in fiscal year 2024. Because the Americas segment is more mature and produces the majority of our operating cash flows, any slowdown or decline may adversely affect our business, financial condition, results of operations and cash flow.
Because the Americas segment is more mature and produces the majority of our operating cash flows, any slowdown or decline in this segment may adversely affect our business, financial condition, results of operations and cash flow.
We are subject to risks related to sustainability and corporate social responsibility. 22 Table of Contents Our business faces increasing scrutiny related to environmental, social and governance issues, including sustainable development, product packaging, renewable resources, environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.
For more information see the risk factor captioned “ If we encounter problems or interruptions with our supply chain, our costs may increase and our or our customers’ ability to deliver our products to market could be adversely affected, impacting our business and profitability .” We are subject to risks related to sustainability and corporate social responsibility. 22 Table of Contents Our business faces increasing scrutiny related to environmental, social and governance issues, including sustainable development, product packaging, renewable resources, environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.
If a federal privacy law passed, it would likely supersede the new state privacy laws and establish uniform privacy protections across the country. 29 Table of Contents We anticipate that federal, state and international regulators will continue to enact new legislation related to privacy, cybersecurity and the use of personal information within AI technologies.
We anticipate that federal, state and international regulators will continue to enact new legislation related to privacy, cybersecurity and the use of personal information within AI technologies.
There is no guarantee that these coexistence settlement agreements will foreclose future trademark disputes. We also rely on proprietary expertise, recipes and formulations and other trade secrets and copyright protection to develop and maintain our competitive position.
We also rely on proprietary expertise, recipes and formulations and other trade secrets and copyright protection to develop and maintain our competitive position.
We believe that our ability to compete successfully in this market depends upon many factors both within and beyond our control. If we fail to compete successfully in this market, our business, financial condition, results of operations and cash flows would be materially and adversely affected.
If we fail to compete successfully in this market, our business, financial condition, results of operations and cash flows would be materially and adversely affected. If we fail to develop and maintain our brands and Company image, our business could suffer.
We are dependent on our existing suppliers for materials used to package our products, the costs of which may be volatile and may rise significantly. 15 Table of Contents In addition to purchasing coconut materials and other ingredients, we negotiate the terms and specifications for the purchase of significant quantities of packaging materials and pallets by our manufacturers and co-packing partners from third parties.
In addition to purchasing coconut materials and other ingredients, we negotiate the terms and specifications for the purchase of significant quantities of packaging materials and pallets by our manufacturers and co-packing partners from third parties. The majority of our products are produced and packaged with materials sourced from a single supplier, Tetra Pak.
Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. If amounts owed are accelerated because of a default and we are unable to pay such amounts, our lenders may have the right to assume control of substantially all of the assets securing the indebtedness.
Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default.
This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
Our ability to make principal and interest payments on and to refinance any indebtedness we incur in the future will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
We could also incur significantly higher costs and longer lead times during the time it takes for our supply chain to react and normalize. Furthermore, international instability, including volatility in global oil markets or ongoing geopolitical tensions, may affect our supply chain, impacting our rates and capacity to timely supply our products.
We could also incur significantly higher costs and longer lead times during the time it takes for our supply chain to react and normalize.
We employ multiple methods at different layers of our systems designed to defend against intrusion and attack, to protect our systems and to resolve and mitigate the impact of any incidents. Despite our efforts to keep our systems secure and to remedy identified vulnerabilities, future attacks could be successful and could result in substantial liability or business risk.
Despite our efforts to keep our systems secure and to remedy identified vulnerabilities, future attacks could be successful and could result in substantial liability or business risk.
Recently, there have been discussions about potential tariffs and other import related fees on goods, including those imported from China, Mexico and Canada, and while the specifics are unclear, if tariffs or other import related fees are implemented on goods from these countries, or other countries where the Company does business, they may raise the Company's cost of importation of coconut water and require the Company to adjust its pricing or strategy.
If tariffs or other import related fees are implemented on goods from countries where the Company does business, they may raise the Company's cost of importation of coconut water and require the Company to adjust its pricing or strategy. An inability to effectively manage these risks associated with our international operations could adversely impact our business and financial results.
Further, by requiring that boards of directors of public benefit corporations consider additional constituencies other than maximizing shareholder value, Delaware public benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.
Further, because Delaware public benefit corporate law requires boards of directors of public benefit corporations to balance additional constituencies and the corporation’s specified public benefits, it could potentially make it easier for a board to reject a hostile bid that offers the greatest short-term financial yield to investors but is inconsistent with that balancing.
Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. 30 Table of Contents In order to resolve certain trademark disputes, we have entered into coexistence or settlement agreements that permit other parties certain uses of marks similar to ours for certain categories and countries, and restrict the use of our marks in certain categories and countries.
Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.
Although we have explored in the past various hedging strategies, we do not currently hedge our interest rate exposure under the 2020 Credit Facility. As a result, interest rates under the agreement or other variable rate debt obligations could be higher or lower than current levels.
Borrowings under the Credit Facility accrue interest at variable rates and expose us to interest rate risk. Interest rates may fluctuate in the future. As a result, interest rates under the agreement or other variable rate debt obligations could be higher or lower than current levels.
While we continued the supply relationship for a significant portion of their private label coconut water needs in 2024 at the customer's request, we are expecting the loss of further regions that we serviced for this customer during 2024. We will continue to service their needs if we are asked and it aligns with our long-term margin targets.
However, this customer has requested to restart supply in early 2026 for one of those lost regions. We will continue to service their needs if we are asked and it aligns with our long-term margin targets.
In May 2020, we entered into a five-year credit facility ("2020 Credit Facility") with Wells Fargo Bank, National Association, which we amended and extended for five years on February 14, 2025, consisting of a revolving line of credit, which currently provides for committed borrowings of $60 million.
Our credit facility with Wells Fargo Bank, National Association (the “Credit Facility”), matures in February 2030 and consists of a revolving line of credit that provides for committed borrowings of $60 million. As of December 31, 2025, we have no outstanding debt under our Credit Facility.
Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund investors because new directors would still have to consider and give appropriate weight to the public benefit along with shareholder value, and shareholders committed to the public benefit can enforce this through derivative suits.
Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund because new directors must balance stockholders’ pecuniary interests, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit(s) identified in the charter. Stockholders meeting the statutory ownership thresholds can enforce this balancing duty through derivative suits.
For example, in 2023, we started the discontinuation of the private label coconut water and coconut oil supply relationship with one of our significant customers as the terms required to retain the business were contrary to our long term margin targets.
For example, one of our significant customers discontinued the Private Label coconut oil supply relationship in early 2024, and we also experienced an impact in Private Label coconut water net sales in 2025 with this customer due to the loss of some regions that we previously serviced for this customer.
Removed
For example, in 2024 we experienced instability in pricing for ocean freight caused by geopolitical disruption of shipping lanes due to ocean carriers avoiding the Gulf of Aden and the Red Sea, due primarily to concerns that Houthi forces, based in Yemen, may attack freighters.
Added
Continued growth in demand could require the addition of new capacity and partners and there is no guarantee that such additions will be as cost competitive as our current suppliers.
Removed
We experienced spot cost increases for ocean freight routes from Asia, and then more significant cost increases when carriers began to route away from the Suez Canal, which also led to challenges in ocean freight availability and transit times, impacting our available inventory.
Added
Furthermore, international instability, including volatility in global oil markets, ongoing geopolitical tensions or ongoing trade tensions, including the imposition of tariffs, may affect our supply chain, impacting our costs and our capacity to timely supply our products. It is hard to predict where ocean freight rates and capacity will be in the future and what long-term rates could be.
Removed
As disclosed above, our shipping routes and costs, have been impacted by ocean carriers avoiding the Red Sea and Gulf of Aden, due to concerns that Houthi forces based in Yemen have been attacking freighters. It is hard to predict where ocean freight rates and capacity will be in the future and what long-term rates could be.
Added
Our financial performance is largely dependent on our Americas operating segment, which accounted for approximately 83% of consolidated total net revenue in fiscal year 2025.
Removed
The majority of our products are produced and packaged with materials sourced from a single supplier, Tetra Pak.
Added
We have been asked to service one of the regions that we lost starting in 2026, which illustrates the uncertainty in the Private Label segment.
Removed
There is no guarantee that these arrangements will be effective, or 16 Table of Contents that disputes will not arise as to the sharing of the costs of such activity, which could impact our relationship with the distributors or impose additional costs on us.
Added
In 2025 the U.S. government implemented tariffs and other import related fees on goods, including coconut water from Asia and Brazil, which were ultimately waived later in 2025.
Removed
If we fail to develop and maintain our brands and Company image, our business could suffer.
Added
Changes in U.S. trade policy, including the imposition of new and revised tariffs on our principal sourcing countries, have increased our costs and created significant uncertainty, and could continue to materially and adversely affect our business, financial condition, results of operations, and cash flows. The uncertainty surrounding current and future tariffs presents significant challenges to our operations and supply chain.
Removed
For example, in 2024 the political unrest in the Gulf of Aden and Red Sea regions caused ocean freight carriers to reroute away from the Suez Canal, which resulted in longer transit times, increased ocean freight costs and shortages in ocean freight capacity, all of which affected our operations.
Added
Tariffs, and uncertainty regarding their long-term rates, could disrupt sourcing decisions, production planning, and logistics, including by causing disturbances in ocean shipping capacity and cost. They have also created, and may continue to create, inflationary effects on our input and transportation costs.
Removed
An inability to effectively manage these risks associated with our international operations could adversely impact our business and financial results.
Added
We are monitoring the evolving tariff landscape and implementing mitigation strategies, including pricing adjustments, modifications to our sourcing strategies, and other cost reduction initiatives.
Removed
As of December 31, 2024, we have no outstanding debt under our 2020 Credit Facility. Our ability to make principal and interest payments on and to refinance any indebtedness we incur in the future will depend on our ability to generate cash in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBased on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are 38 Table of Contents reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Biggest changeBased on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
The Audit Committee receives regular updates from management, including the information technology and legal teams, on cybersecurity risk resulting from risk assessments and reviews any information on relevant internal and industry cybersecurity incidents and is notified between such updates relative to any incidents which could materially affect the Company.
The Audit Committee receives regular updates from management, including the information technology and legal teams, on cybersecurity risk resulting from risk assessments 39 Table of Contents and reviews any information on relevant internal and industry cybersecurity incidents and is notified between such updates relative to any incidents which could materially affect the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeW e believe that these new office spaces will be adequate to support our requirements in New York and London..
Biggest changeW e believe that these office spaces will be adequate to support our operating needs in the short to mid-term and that we will be able to obtain additional or substitute space, as needed, on commercially reasonable terms.
Item 2. Properties. Our corporate headquarters is currently located in Manhattan, New York, at 250 Park Avenue South, where we lease office space that provides support to both our Americas and International segments.
Item 2. Properties. Our corporate headquarters is currently located in Manhattan, New York, at 111 Fifth Avenue, where we lease office space that provides support to both our Americas and International segments.
As of December 31, 2024 , we occupied office facilities totaling approximately 29,400 square feet in the U.S., Singapore, and London, with the Singapore and London facilities primarily supporting our International segment and global supply chain.
As of December 31, 2025 , we occupied office facilities totaling approximately 36,900 square feet in the U.S., Singapore, and London, with the Singapore and London facilities primarily supporting our International segment and global supply chain.
Removed
In August 2024, we entered into a lease agreement, effective January 1, 2025, to relocate our New York corporate headquarters within Manhattan, and will enter the new premises later in 2025. We have also leased a new space in London and will relocate this office later in 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNot Applicable. 39 Table of Contents PART II
Biggest changeNot Applicable. 40 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn October 30, 2023, the Company's Board approved a share repurchase program ("Program") authorizing the Company to repurchase up to $40 million of common stock. Shares of common stock may be repurchased under the Program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs.
Biggest changeShares of Common Stock may be repurchased under the Program from time to time through open market purchases, block trades, private transactions or accelerated or other structured share repurchase programs. To the extent not retired, shares of common stock repurchased under the Program will be placed in the Company's treasury shares.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser The Company did not sell any equity securities during the three months and year ended December 31, 2024 that were not registered under the Securities Act.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser The Company did not sell any equity securities during the three months and year ended December 31, 2025 that were not registered under the Securities Act.
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. 40 Table of Contents Item 6. [Reserved]
The comparisons reflected in the graph are not intended to forecast the future performance of our stock and may not be indicative of our future performance. Item 6. [Reserved]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our stock currently trades on The Nasdaq Stock Market LLC under the ticker symbol "COCO". Holders As of February 24, 2025, there were 33 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our stock currently trades on The Nasdaq Stock Market LLC under the ticker symbol "COCO". Holders As of February 16, 2026, there were 30 holders of record of our common stock.
Approximately $27.2 million remained available for future purchases under the Program as of December 31, 2024. Performance Graph The following graph illustrates the total return from October 22, 2021 through December 31, 2024, for (i) our common stock, (ii) the Russell 2000 Index, (iii) the NASDAQ Composite Index, and (iv) the NASDAQ US Smart Food & Beverage Index.
Performance Graph The following graph illustrates the total return from October 22, 2021 through December 31, 2025, for (i) our common stock, (ii) the Russell 2000 Index, (iii) the NASDAQ Composite Index, and (iv) the NASDAQ US Smart Food & 41 Table of Contents Beverage Index.
To the extent not retired, shares of common stock repurchased under the Program will be placed in the Company's treasury shares. The extent to which the Company repurchases shares of common stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company.
The extent to which the Company repurchases shares of common stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company. The Program has no time limits, and may be suspended or discontinued at any time.
The Program has no time limits, and may be suspended or discontinued at any time. During the years ended December 31, 2024 and 2023, the Company repurchased 504,246 shares at a cost of $12.0 million, and 30,000 shares at a cost of $0.8 million under the Program, respectively.
During the years ended December 31, 2025 and 2024, the Company repurchased 363,930 shares at a cost of $11.3 million, and 504,246 shares at a cost of $12.0 million under the Program, respectively. Approximately $40.9 million remained available for future purchases under the Program as of December 31, 2025.
Added
The following table provides information regarding repurchases of our common stock during the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May be Purchased Under the Plans or Programs (In millions) October 1, 2025 - October 31, 2025 — $— — $— November 1, 2025 - November 30, 2025 25,514 $41.74 898,176 $40.9 December 1, 2025 - December 31, 2025 — $— — $— On October 30, 2023, the Company's Board approved a share repurchase program ("Program") authorizing the Company to repurchase up to $40 million of common stock.
Added
On April 28, 2025, the Company's Board approved an additional $25.0 million to the Repurchase Program, authorizing the Company to repurchase up to a total of $65.0 million of the Company's Common Stock. There were no other changes made to the terms of the Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table summarizes our results of operations for the years ended December 31, 2024 and 2023, respectively: Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Net sales $ 516,013 $ 493,612 $ 22,401 4.5 % Cost of goods sold 317,230 312,883 4,347 1.4 % Gross profit 198,783 180,729 18,054 10.0 % Operating expenses: Selling, general and administrative 124,963 124,236 727 0.6 % Total operating expenses 124,963 124,236 727 0.6 % Income from operations 73,820 56,493 17,327 30.7 % Other income (expense): Unrealized gain (loss) on derivative instrument (8,176) (872) (7,304) n/m Foreign currency gain (loss) (1,571) (251) (1,320) n/m Interest income 6,715 2,581 4,134 160.2 % Interest expense — (31) 31 n/m Total other income (expense) (3,032) 1,427 (4,459) n/m Income before income taxes 70,788 57,920 12,868 22.2 % Provision for income taxes 14,836 11,291 3,545 31.4 % Net income $ 55,952 $ 46,629 $ 9,323 20.0 % n/m—represents percentage calculated not being meaningful Net Sales The following table provides a comparative summary of the Company’s net sales by operating segment and product category: 45 Table of Contents Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Americas segment Vita Coco Coconut Water $ 343,288 $ 317,221 $ 26,067 8.2 % Private Label 89,900 103,166 (13,266) (12.9) % Other 9,155 9,858 (703) (7.1) % Subtotal $ 442,343 $ 430,245 $ 12,098 2.8 % International segment Vita Coco Coconut Water $ 50,318 $ 41,829 $ 8,489 20.3 % Private Label 19,324 18,713 611 3.3 % Other 4,028 2,825 1,203 42.6 % Subtotal $ 73,670 $ 63,367 $ 10,303 16.3 % Total net sales $ 516,013 $ 493,612 $ 22,401 4.5 % The increase in net sales was driven by higher coconut water CE volumes across both the Americas and International segments, including Vita Coco Coconut Water volume growth of 5.8% and improved Vita Coco Coconut Water pricing due to reduced retailer promotional activity, partially offset by the transition of private label oil business.
Biggest changeResults of Operations Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and 2024, respectively: Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Net sales $ 609,780 $ 516,013 $ 93,767 18.2 % Cost of goods sold 387,185 317,230 69,955 22.1 % Gross profit 222,595 198,783 23,812 12.0 % Operating expenses: Selling, general and administrative 140,063 124,963 15,100 12.1 % Total operating expenses 140,063 124,963 15,100 12.1 % Income from operations 82,532 73,820 8,712 11.8 % Other income (expense): Unrealized gain (loss) on derivative instrument 4,737 (8,176) 12,913 (157.9 %) Foreign currency loss (1,037) (1,571) 534 (34.0 %) Interest income, net 6,548 6,715 (167) (2.5 %) Other income 191 — 191 n/m Total other income (expense) 10,439 (3,032) 13,471 n/m Income before income taxes 92,971 70,788 22,183 31.3 % Provision for income taxes 21,651 14,836 6,815 45.9 % Net income $ 71,320 $ 55,952 $ 15,368 27.5 % n/m—represents percentage calculated not being meaningful 46 Table of Contents Net Sales The following table provides a comparative summary of the Company’s net sales by operating segment and product category: Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Americas segment Vita Coco Coconut Water $ 424,319 $ 343,288 $ 81,031 23.6 % Private Label 62,731 89,900 (27,169) (30.2) % Other 21,723 9,155 12,568 137.3 % Subtotal $ 508,773 $ 442,343 $ 66,430 15.0 % International segment Vita Coco Coconut Water $ 71,943 $ 50,318 $ 21,625 43.0 % Private Label 25,951 19,324 6,627 34.3 % Other 3,113 4,028 (915) (22.7) % Subtotal $ 101,007 $ 73,670 $ 27,337 37.1 % Total net sales $ 609,780 $ 516,013 $ 93,767 18.2 % The increase in net sales was driven by higher coconut water CE volumes across both the Americas and International segments, including Vita Coco Coconut Water volume growth of 21.3% and increased Vita Coco Coconut Water pricing, partially offset by reduced Private Label water volume due to lost regions with key retailers.
Starting in December 2022, borrowings on the 2020 Credit Facility bear interest at rates based on either: 1) a fluctuating rate per annum determined to be the sum of Daily Simple Secured Overnight Financing Rate ("SOFR") plus a spread defined in the credit agreement (the "Spread"); or 2) a fixed rate per annum determined to be the sum of the Term SOFR plus the Spread.
Starting in December 2022, borrowings on the Credit Facility bear interest at rates based on either: 1) a fluctuating rate per annum determined to be the sum of Daily Simple Secured Overnight Financing Rate ("SOFR") plus a spread defined in the credit agreement (the "Spread"); or 2) a fixed rate per annum determined to be the sum of the Term SOFR plus the Spread.
Considering recent market conditions and our business assumptions, we have reevaluated our operating cash flows and cash requirements and believe that current cash, cash equivalents, future cash flows from operating activities and cash available under our 2020 Credit Facility will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the condensed consolidated financial statements included herein and the foreseeable future.
Considering recent market conditions and our business assumptions, we have reevaluated our operating cash flows and cash requirements and believe that current cash, cash equivalents, future cash flows from operating activities and cash available under our Credit Facility will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the consolidated financial statements included herein and the foreseeable future.
Debt We had an immaterial amount of outstanding debt as of December 31, 2024 and December 31, 2023 related to vehicle loans. Revolving Credit Facility In May 2020, the Company entered into the 2020 Credit Facility with Wells Fargo Bank, National Association consisting of a revolving line of credit, which currently provides for committed borrowings of $60 million.
Debt We had an immaterial amount of outstanding debt as of December 31, 2025 and December 31, 2024 related to vehicle loans. Revolving Credit Facility In May 2020, the Company entered into the Credit Facility with Wells Fargo Bank, National Association consisting of a revolving line of credit, which currently provides for committed borrowings of $60 million.
The accruals are made for invoices that have not yet been received as of year-end and are recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer and consumer participation and performance levels.
The accruals are made for invoices that have not yet been received as of year-end and are recorded as a reduction of sales, and are based on contract terms and our historical experience with similar programs and require management judgment with respect to estimating customer and consumer participation and performance levels.
Discussions of the periods prior to the year ended December 31, 2023 that are not included in this Annual Report on Form 10-K are found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 and the discussion therein for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Discussions of the periods prior to the year ended December 31, 2024 that are not included in this Annual Report on Form 10-K are found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 and the discussion therein for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Consumer Demand and Relationships with Key Customers Coconut water accounted for 96% of our revenue for the year ended December 31, 2024 and we believe that sales of coconut water will continue to be a significant portion of our business in the foreseeable future.
Consumer Demand and Relationships with Key Customers Coconut water accounted for 96% of our revenue for the year ended December 31, 2025 and we believe that sales of coconut water will continue to be a significant portion of our business in the foreseeable future.
As of December 31, 2024, we also have inventory purchase commitments, which include any raw material or packaging commitments with our suppliers to secure our needs for future orders, which are generally due to be paid within one year.
As of December 31, 2025, we also have inventory purchase commitments, which include any raw material or packaging commitments with our suppliers to secure our needs for future orders, which are generally due to be paid within one year.
Our innovation efforts focus on developing and marketing product extensions, improving upon the quality and taste profiles of existing products, and introducing new products or brands to meet evolving consumer needs. For example, in 2024 we introduced Vita Coco Treats, a refreshingly sweet, flavorful coconutmilk-based drink for consumers looking for an indulgent treat.
Our innovation efforts focus on developing and marketing product extensions, improving upon the quality and taste profiles of existing products, and introducing new products or brands to meet evolving consumer needs. For example, in 2024 we introduced Vita Coco Treats, a refreshingly sweet, flavorful coconut milk-based drink for consumers looking for an indulgent treat.
We also have production purchase commitments from our manufacturers based on our production plans, forecasts and contracts, that might result in costs if we were to reduce our purchases significantly in 2025 or for some relationships, in future years.
We also have production purchase commitments from our manufacturers based on our production plans, forecasts and contracts, that might result in costs if we were to reduce our purchases significantly in 2026 or for some relationships, in future years.
We expect that our gross margin will fluctuate from period to period depending on the interplay of these variables. 43 Table of Contents Management believes gross margin provides investors with useful information related to the profitability of our business prior to considering all of the operating costs incurred.
We expect that our gross margin will fluctuate from period to period depending on the interplay of these variables. Management believes gross margin provides investors with useful information related to the profitability of our business prior to considering all of the operating costs incurred.
This section of this Annual Report on Form 10-K generally discusses the years ended December 31, 2024 and 2023 and year-over-year comparisons between the years ended December 31, 2024 and 2023.
This section of this Annual Report on Form 10-K generally discusses the years ended December 31, 2025 and 2024 and year-over-year comparisons between the years ended December 31, 2025 and 2024.
Cost of Goods Sold Cost of goods sold includes the costs of the products sold to customers, inbound and outbound shipping and handling costs, freight and duties, shipping and packaging supplies, and warehouse fulfillment costs.
Cost of Goods Sold Cost of goods sold includes the costs of the products sold to customers, inbound and outbound shipping and handling costs, freight and duties (including tariffs), shipping and packaging supplies, and warehouse fulfillment costs.
We have other contractual payments related to information technology service agreements, sponsorship and marketing agreements, and minimum contractual third-party warehouse commitments, which are not individually material. Critical Accounting Policies and Significant Judgments and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
We have other contractual payments related to information technology service agreements, sponsorship and marketing agreements, and minimum contractual third-party warehouse commitments, which are not individually material. 52 Table of Contents Critical Accounting Policies and Significant Judgments and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
Contractual Obligations and Commitments We have contractual obligations to repay indebtedness and required interest payments and unused commitment fees under our Revolving Facility and vehicle loans. As of December 31, 2024, we had no outstanding balance on the Revolving Facility. Any future outstanding balances on the Revolving Facility will be required to be repaid by February 2030.
Contractual Obligations and Commitments We have contractual obligations to repay indebtedness and required interest payments and unused commitment fees under our Credit Facility and vehicle loans. As of December 31, 2025, we had no outstanding balance on the Credit Facility. Any future outstanding balances on the Credit Facility will be required to be repaid by February 2030.
In 2025, we intend to expand distribution of Vita Coco Treats to select retailers nationwide. We maintain in-house research and development capabilities as well as strong third-party relationships with flavor development houses, and we monitor the latest advancements to support continued innovation and learning.
In 2025, we expanded distribution of Vita Coco Treats to retailers nationwide. We maintain in-house research and development capabilities as well as strong third-party relationships with flavor development houses, and we monitor the latest advancements to support continued innovation and learning.
Such deferred income tax assets and liabilities computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
Such deferred income tax assets and liabilities computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount 53 Table of Contents expected to be realized.
Alternatively, the Company may elect to bypass the qualitative assessment and perform the quantitative impairment test instead, or if the Company reasonably determines that it is more-likely-than-not that the fair value is less than the carrying value, the Company performs its annual, or interim, goodwill impairment test by comparing the fair value of each of the reporting units with their carrying amount.
Alternatively, we may elect to bypass the qualitative assessment and perform the quantitative impairment test instead, or if we reasonably determine that it is more-likely-than-not that the fair value is less than the carrying value, we perform its annual, or interim, goodwill impairment test by comparing the fair value of each of the reporting units with their carrying amount.
Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024, all references to 2023 refer to the year ended December 31, 2023 and all references to 2022, refer to the year ended December 31, 2022.
Except as otherwise noted, all references to 2025 refer to the year ended December 31, 2025, all references to 2024 refer to the year ended December 31, 2024 and all references to 2023, refer to the year ended December 31, 2023.
We supply private label products to key retailers in both the coconut water and coconut oil categories. Additionally, we generate revenue from bulk product sales to beverage and food companies. We source our coconut water from a diversified global network of 17 factories across seven countries supported by thousands of coconut farmers.
Additionally, we supply Private Label products to key retailers in both the coconut water and coconut oil categories and generate revenue from bulk product sales to beverage and food companies. We source our coconut water from a diversified global network of approximately 16 factories across six countries supported by thousands of coconut farmers.
Our DSD network is an important asset in executing physical retail programs and ensuring product availability and visibility in the U.S. In 2024, we offered more multi-packs in coconut water in U.S. retail to increase consumption with core consumers, and increased distribution of our other product offerings.
Our DSD network is an important asset in executing physical retail programs and ensuring product availability and visibility in the U.S. In 2025, we continued to prioritize multi-packs in coconut water in U.S. retail to increase consumption with core consumers, and increased distribution of our other product offerings.
The changes in shipping container prices and service levels and cost increases in shipping and port congestion related costs have materially impacted our financial results in recent years.
The changes in shipping container prices and service levels and cost increases in shipping and port congestion related costs have materially impacted our financial results in recent years and may do so in the future.
In order to meet this consumer demand for our products, we also are subject to the risk of overly relying upon our largest customers for both our branded and private label business.
Consumer demand between branded products and Private Label may vary over time. In order to meet this consumer demand for our products, we also are subject to the risk of overly relying upon our largest customers for both our branded and Private Label business.
Goodwill is not amortized; instead goodwill is tested for impairment on an annual basis on December 31, or more frequently if the Company believes indicators of impairment exist. 53 Table of Contents The Company has determined that there are three reporting units for purposes of testing goodwill for impairment.
Goodwill is not amortized; instead goodwill is tested for impairment on an annual basis on December 31, or more frequently if the Company believes indicators of impairment exist. We have determined that there are three reporting units for purposes of testing goodwill for impairment.
Since there is no alternative use for these products and the Company has the right to payment for performance completed to date, the Company recognizes the revenue for the production of these private label products over time as the production for open purchase orders occurs, which may be prior to any shipment. • Other— This product category consists of all other products, which included Runa (until we ceased selling it in December 2023) , and includes Ever & Ever and PWR LIFT product offerings, Vita Coco product extensions beyond coconut water, coconut milk products, and other revenue transactions (e.g., bulk product sales).
Since there is no alternative use for these products and the Company has the right to payment for performance completed to date, the Company recognizes the revenue for the production of these Private Label products over time as the production for open purchase orders occurs, which may be prior to any shipment. • Other— This product category includes Vita Coco product extensions beyond coconut water, such as coconut milk products, including Vita Coco Treats; PWR LIFT; Ever & Ever; Runa (until the Company ceased selling in December 2023); Vita Coco coconut oil sold internationally; and other revenue transactions (e.g., bulk product sales).
Our primary use of cash in operating activities are for cost of goods sold and SG&A expenses. During the year ended December 31, 2024, cash provided by operating activities decreased $64.3 million as compared to the year ended December 31, 2023.
Our primary use of cash in operating activities are for cost of goods sold and SG&A expenses. During the year ended December 31, 2025, cash provided by operating activities increased $4.3 million as compared to the year ended December 31, 2024.
Gross Profit and Gross Margin Gross profit is net sales less cost of goods sold, and gross margin is gross profit as a percentage of net sales.
Gross Profit and Gross Margin 44 Table of Contents Gross profit is net sales less cost of goods sold, and gross margin is gross profit as a percentage of net sales.
For these products, control is transferred upon customer receipt, at which point the Company recognizes the transaction price for the product as revenue.
For these products, control is transferred upon customer receipt, at which point we recognize the transaction price for the product as revenue.
These consolidated financial statements include accruals for these promotion and discounts.
These consolidated financial statements include accruals for these promotions and discounts.
(d) For the year ended December 31, 2024, the amount reflects the write-off of prepayments made to a supplier for inventory orders. In November 2024, we learned that the supplier failed to produce the orders placed and paused operations. Further, the supplier did not provide a refund for such orders.
For the year ended December 31, 2024, the amount reflects the write-off of prepayments made to a supplier for inventory orders. In November 2024, we learned that the supplier failed to produce the orders placed and paused operations.
Revenue Recognition 52 Table of Contents The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606").
Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606").
Volume in Case Equivalent The following table provides a comparative summary of our volume in CE, by operating segment and product category: Percentage Change - Year Ended December 31, 2024 vs. 2023 Americas International Total Vita Coco Coconut Water 4.7 % 12.2 % 5.8 % Private Label (1.9) % 12.6 % 0.7 % Other (10.4) % 76.3 % (4.9) % Total volume (CE) 2.7 % 12.8 % 4.3 % Note: A CE is a standard volume measure used by management which is defined as a case of 12 bottles of 330ml liquid beverages or the same liter volume of oil. * International Other excludes minor volume that is treated as zero CE.
Volume in Case Equivalent The following table provides a comparative summary of our volume in CE, by operating segment and product category: Percentage Change - Year Ended December 31, 2025 vs. 2024 Americas International Total Vita Coco Coconut Water 19.2 % 32.2 % 21.3 % Private Label (26.4) % 36.5 % (13.7) % Other 178.2 % 45.0 % 162.6 % Total volume (CE) 11.2 % 33.7 % 15.0 % Note: A CE is a standard volume measure used by management which is defined as a case of 12 bottles of 330ml liquid beverages or the same liter volume of oil. * International Other excludes minor volume that is treated as zero CE.
In addition, the Company was subject to an unused commitment fee ranging from 0.10% and 0.20% on the unused amount of the line of credit in the year ended December 31, 2024, with the rate based on the Company’s leverage ratio (as defined in the credit agreement).
In addition, through February 13, 2025, the Company was subject to an unused commitment fee ranging from 0.10% and 0.20% on the unused amount of the line of credit, with the rate based on the Company’s leverage ratio (as defined in the credit agreement).
We adjusted for these charges to facilitate comparison from period to period. (b) Unrealized gains or losses on derivative instruments and foreign currency gains or losses are not considered in our evaluation of our ongoing performance. (c) Reflects other non-recurring expenses related to costs associated with two secondary offerings in which Verlinvest Beverages SA sold shares of the Company.
We adjusted for these charges to facilitate comparison from period to period. (b) Unrealized gains or losses on derivative instruments and foreign currency gains or losses are not considered in our evaluation of our ongoing performance. (c) Reflects an expense waiver of certain costs associated with a secondary offering in which Verlinvest Beverages SA sold shares of the Company.
The Company will recognize an impairment for the amount by which the carrying amount exceeds a reporting unit’s fair value. For the years ended December 31, 2024 and 2023, there were no impairments recorded.
We will recognize an 54 Table of Contents impairment for the amount by which the carrying amount exceeds a reporting unit’s fair value. For the years ended December 31, 2025 and 2024, there were no impairments recorded.
The shares were sold in an underwritten public offering, which closed on May 26, 2023 and a block trade that was executed on November 9, 2023. The Company did not receive any proceeds from the sale of the shares.
The shares were sold in a block trade that was executed on November 9, 2023. The Company did not receive any proceeds from the sale of the shares.
We had $164.7 million and $132.5 million of cash and cash equivalents as of December 31, 2024 and 2023, respectively.
We had $196.9 million and $164.7 million of cash and cash equivalents as of December 31, 2025 and 2024, respectively.
Other Income (Expense), Net Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Unrealized gain/(loss) on derivative instruments $ (8,176) $ (872) $ (7,304) n/m Foreign currency gain/(loss) (1,571) (251) (1,320) n/m Interest income 6,715 2,581 4,134 160.2 % Interest expense — (31) 31 (100.0 %) Other Income (Expense), Net $ (3,032) $ 1,427 $ (4,459) n/m n/m—represents percentage calculated not being meaningful Unrealized Gain/(Loss) on Derivative Instruments During the year ended December 31, 2024, we recorded an unrealized loss of $8.2 million for the mark-to-market changes in the fair value on the outstanding derivative instruments for forward foreign currency exchange contracts, with the largest loss for the year ended December 31, 2024 related to the contracts hedging the Brazilian real, offset by gains in British Pound, Euro, and Canadian dollar.
Other Income (Expense), Net Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Unrealized gain/(loss) on derivative instruments $ 4,737 $ (8,176) $ 12,913 n/m Foreign currency loss (1,037) (1,571) 534 (34.0 %) Interest income, net 6,548 6,715 (167) (2.5 %) Other Income $ 191 $ — 191 n/m Other Income (Expense), Net $ 10,439 $ (3,032) $ 13,471 n/m n/m—represents percentage calculated not being meaningful Unrealized Gain/(Loss) on Derivative Instruments For the year ended December 31, 2025, we recorded an unrealized gain of $4.7 million related to mark-to-market changes on outstanding forward foreign currency exchange contracts, with the gains related to contracts hedging the Brazilian real and Thai baht, partially offset by losses on the British Pound, Euro, and Canadian dollar.
Our other brands include Ever & Ever , a sustainably packaged water, and PWR LIFT , a protein-infused fitness drink. We also previously offered Runa , a plant-based energy drink inspired by the guayusa plant native to Ecuador, which we ceased selling in December 2023.
Our portfolio also includes PWR LIFT , a protein-infused fitness drink. We also previously offered Runa , a plant-based energy drink inspired by the guayusa plant native to Ecuador, which we ceased selling in December 2023 and impaired all remaining assets in September 2025.
We experienced significant inflation and instability on transportation costs over the past three years, which affected our costs and margins significantly. Although we saw these transportation costs return to near pre-pandemic levels in the middle of 2023, in 2024, we saw significant cost increases and supply constraints caused by recent geopolitical disruption.
Although we saw these transportation costs return to near pre-pandemic levels in the middle of 2023, in 2024, we saw significant cost increases and supply constraints caused by geopolitical disruption.
A reconciliation from net income to EBITDA and Adjusted EBITDA is set forth below: 49 Table of Contents Year Ended December 31, 2024 2023 (in thousands) Net income $ 55,952 $ 46,629 Depreciation and amortization 745 660 Interest income (6,715) (2,581) Interest expense — 31 Income tax expense 14,836 11,291 EBITDA 64,818 56,030 Stock-based compensation (a) 8,922 9,128 Unrealized (gain)/loss on derivative instruments (b) 8,176 872 Foreign currency (gain)/loss (b) 1,571 251 Secondary offering costs (c) (324) 1,525 Other adjustments (d) $ 964 $ 363 Adjusted EBITDA $ 84,127 $ 68,169 (a) Non-cash charges related to stock-based compensation, which vary from period to period depending on volume and vesting timing of awards and forfeitures.
A reconciliation from net income to EBITDA and Adjusted EBITDA is set forth below: Year Ended December 31, 2025 2024 (in thousands) Net income $ 71,320 $ 55,952 Depreciation and amortization 1,072 745 Interest income, net (6,548) (6,715) Income tax expense 21,651 14,836 EBITDA 87,495 64,818 Stock-based compensation (a) 10,843 8,922 Unrealized (gain)/loss on derivative instruments (b) (4,737) 8,176 Foreign currency (gain)/loss (b) 1,037 1,571 Secondary offering costs (c) — (324) Other adjustments (d) $ 3,603 $ 964 Adjusted EBITDA $ 98,241 $ 84,127 (a) Non-cash charges related to stock-based compensation, which vary from period to period depending on volume and vesting timing of awards and forfeitures.
Our products are distributed primarily through club, food, drug, mass, convenience, e-commerce, and foodservice channels. Our products are also available in a variety of on-premise locations such as corporate offices, fitness clubs, airports, and educational institutions.
Our products are also available in a variety of on-premise locations such as corporate offices, fitness clubs, airports, and educational institutions.
Any material negative change to consumer demand for our products or coconut water generally, failure to grow the coconut water category, or loss of significant private label demand, could adversely affect our business. Consumer demand between branded products and private label may vary over time.
We are also a significant supplier of Private Label coconut water and coconut oil products in the U.S. and Europe. Any material negative change to consumer demand for our products or coconut water generally, failure to grow the coconut water category, or loss of significant Private Label demand, could adversely affect our business.
As we do not own any of these factories, our supply chain is a fixed asset-lite model designed to better react to changes in the market or consumer preferences.
As we do not own any of these factories, our supply chain is a fixed asset-lite 42 Table of Contents model designed to better react to changes in the market or consumer preferences. We also work with co-packers to support local packaging and repacking of our products and to better service our customers’ needs.
The coconut water category has been growing steadily in recent years and our Vita Coco brand has successfully retained over 40% market share in the U.S. and over 82% market share in the U.K. in this category. We are also a significant supplier of private label coconut water and coconut oil products in the U.S. and Europe.
The coconut water 43 Table of Contents category has been growing steadily in recent years and our Vita Coco brand has successfully retained over 40% market share in the U.S. and over 80% market share in the U.K. in this category.
Financing Activities During the year ended December 31, 2024 compared to the year ended December 31, 2023, net cash used by financing activities increased $14.6 million, primarily driven by share repurchases that occurred in 2024 and lower proceeds from stock award exercises. See Note 14, Stockholders' Equity, for further discussion on share repurchases.
Financing Activities 51 Table of Contents During the year ended December 31, 2025 compared to the year ended December 31, 2024, net cash used by financing activities decreased $0.8 million, primarily driven by fewer share repurchases that occurred in 2025 compared to 2024. See Note 14, Stockholders' Equity, for further discussion on share repurchases.
Foreign Currency Gain/(Loss) Foreign currency loss was $1.6 million for the year ended December 31, 2024, as compared to a $0.3 million loss for the year ended December 31, 2023. The change in both years was a result of movements in various foreign currency exchange rates related to transactions denominated in currencies other than the functional currency.
Foreign Currency Gain/(Loss) Foreign currency loss was $1.0 million, compared to a $1.6 million loss for the prior year driven by movements in various foreign currency exchange rates on transactions denominated in currencies other than the functional currency.
We also invest in sales and marketing and execute our sales strategy to develop and deepen consumers’ connection to our brand and new products and to create category growth and increase our branded share.
Our future success is therefore partially dependent on our ability to identify these trends and develop products and brands that effectively meet those needs. We also invest in sales and marketing and execute our sales strategy to develop and deepen consumers’ connection to our brand and new products and to create category growth and increase our branded share.
The change in effective tax rates between the periods is primarily attributable to state income taxes. Non-GAAP Financial Measures EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors and lenders.
Other nondeductible expenses and discrete tax items also contributed to the higher effective tax rate. Non-GAAP Financial Measures EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors and lenders.
We lease certain assets under noncancelable operating leases, which expire through 2025. The leases relate primarily to office space in addition to machinery and equipment. Future minimum commitments under these leases are $0.4 million as of December 31, 2024.
We lease certain assets under noncancelable operating leases, which expire through 2034 relating to our office spaces. Future minimum commitments under these leases are 18.6 million as of December 31, 2025.
On February 14, 2024, the 2020 Credit Facility was amended and extended for five years, with an amended maturity date of February 13, 2030.
On February 14, 2025, the Credit Facility was amended, extending the maturity five years to February 13, 2030.
For the year ended December 31, 2023, the amount relates to the impairment loss of assets held for sale. Liquidity and Capital Resources Since our inception, we have financed our operations primarily through cash generated from our business operations and proceeds on borrowings through our credit facilities and term loans.
Further, the supplier did not provide a refund for such orders. 50 Table of Contents Liquidity and Capital Resources Since our inception, we have financed our operations primarily through cash generated from our business operations and proceeds on borrowings through our credit facilities and term loans.
Cash Flows 50 Table of Contents The following tables summarize our sources and uses of cash: Year Ended December 31, Change (in thousands) 2024 2023 Amount Percentage Cash flows provided by (used in): Operating activities $ 42,899 $ 107,155 $ (64,256) (60.0) % Investing activities (974) (594) (380) 64.0 % Financing activities (8,296) 6,290 (14,586) (231.9) % Effects of exchange rate on changes on cash and cash equivalents (563) 387 (950) (245.5) % Net (decrease) increase in cash and cash equivalents $ 33,066 $ 113,238 $ (80,172) (70.8) % Operating Activities Our main source of operating cash is payments received from our customers.
Cash Flows The following tables summarize our sources and uses of cash: Year Ended December 31, Change (in thousands) 2025 2024 Amount Percentage Cash flows provided by (used in): Operating activities $ 47,174 $ 42,899 $ 4,275 10.0 % Investing activities (8,253) (974) (7,279) n/m Financing activities (7,534) (8,296) 762 (9.2) % Effects of exchange rate on changes on cash and cash equivalents 834 (563) 1,397 n/m Net increase in cash and cash equivalents $ 32,221 $ 33,066 $ (845) (2.6) % n/m—represents percentage calculated not being meaningful Operating Activities Our main source of operating cash is payments received from our customers.
During the year ended December 31, 2023, we recorded an unrealized loss of $0.9 million relating to outstanding derivative instruments for forward foreign currency exchange contracts. All forward foreign currency exchange contracts were entered to hedge some of our exposures to the British pound, Canadian dollar, Brazilian real, Malaysian ringgit, Euro, and Thai baht.
All forward foreign currency exchange contracts were entered into to hedge exposures to the British pound, Canadian dollar, Brazilian real, Malaysian ringgit, Euro, and Thai baht.
We expect instability in pricing to continue caused by recent geopolitical disruption of shipping lanes due to ocean carriers avoiding the Gulf of Aden and Red Sea regions due primarily to concerns that Houthi forces, based in Yemen, may attack freighters.
We experienced instability in pricing and increased transit times, due to ocean carriers avoiding the Gulf of Aden and Red Sea regions due primarily to concerns that Houthi forces, based in Yemen, may attack freighters. Beginning in the late spring of 2024 and for most of that summer, we were challenged to secure the ocean container capacity that we needed.
Operating Segments We operate in two reporting segments: • Americas —The Americas segment is comprised of our operations in the Americas region, primarily in the U.S. and Canada. • International —The International segment is comprised of our operations primarily in Europe, the Middle East, and the Asia Pacific regions. 44 Table of Contents Each segment derives its revenues from the following product categories: • Vita Coco Coconut Water —This product category consists of all branded coconut water product offerings under the Vita Coco labels, where the majority ingredient is coconut water.
Operating Segments We operate in two reporting segments: 45 Table of Contents • Americas —The Americas segment is comprised of our operations in the Americas region, primarily in the U.S. and Canada. • International —The International segment is comprised of our operations primarily in Europe, the Middle East, and the Asia Pacific regions, which includes our sourcing entity.
Interest Expense The change in interest expense is immaterial. 48 Table of Contents Income Tax Expense Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Income tax expense $ 14,836 $ 11,291 $ 3,545 31.4 % Tax Rate 21.0 % 19.5 % Income tax expense was $14.8 million for the year ended December 31, 2024, as compared to $11.3 million for the year ended December 31, 2023.
Income Tax Expense Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Income tax expense $ 21,651 $ 14,836 $ 6,815 45.9 % Tax Rate 23.3 % 21.0 % Income tax expense was $21.7 million in the year ended December 31, 2025 compared to $14.8 million in the prior year.
Gross Profit Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Cost of goods sold Americas segment $ 268,787 $ 267,983 $ 804 0.3 % International segment 48,443 44,900 $ 3,543 7.9 % Total cost of goods sold $ 317,230 $ 312,883 $ 4,347 1.4 % Gross profit Americas segment $ 173,556 $ 162,262 $ 11,294 7.0 % International segment 25,227 18,467 6,760 36.6 % Total gross profit $ 198,783 $ 180,729 $ 18,054 10.0 % Gross margin ( percentage of net sales ) Americas segment 39.2 % 37.7 % 1.5 % International segment 34.2 % 29.1 % 5.1 % Consolidated 38.5 % 36.6 % 1.9 % On a consolidated basis, cost of goods sold increased $4.3 million, or 1.4%, to $317.2 million for the year ended December 31, 2024, from $312.9 million for the year ended December 31, 2023.
Gross Profit Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Cost of goods sold Americas segment $ 321,464 $ 268,787 $ 52,677 19.6 % International segment 65,721 48,443 $ 17,278 35.7 % Total cost of goods sold $ 387,185 $ 317,230 $ 69,955 22.1 % Gross profit Americas segment $ 187,309 $ 173,556 $ 13,753 7.9 % International segment 35,286 25,227 10,059 39.9 % Total gross profit $ 222,595 $ 198,783 $ 23,812 12.0 % Gross margin ( percentage of net sales ) Americas segment 36.8 % 39.2 % (2.4 %) International segment 34.9 % 34.2 % 0.7 % Consolidated 36.5 % 38.5 % (2.0 %) On a consolidated basis, cost of goods sold increased $70.0 million, or 22.1%, driven predominantly by the CE volume increase and the impact of tariffs, in addition to cost increases for finished goods and domestic logistics costs.
Vehicle Loans We periodically enter into vehicle loans. Interest rate on these vehicle loans range from 4.56% to 5.68%. The outstanding balance on the vehicle loans as of December 31, 2024 was less than $0.1 million. For additional information, see Note 10, Debt, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
As of December 31, 2025, we were compliant with all financial covenants. Vehicle Loans We periodically enter into vehicle loans. Interest rate on these vehicle loans range from 4.56% to 5.68%. The outstanding balance on the vehicle loans as of December 31, 2025 was immaterial.
We will continue to service their needs if we are asked and it aligns with our long-term margin targets. Any loss of business or changes in our relationships with our key customers can impact our operating results in future periods, as may changes in consumer demand for private label versus branded products.
Any loss of business or changes in our relationships with our key customers can impact our operating results in future periods, as may changes in consumer demand for Private Label versus branded products. Ability to Generate Growth Through Product Innovation The beverage industry is subject to shifting consumer preferences which present opportunities for new beverage occasions, tastes and functional benefits.
Vita Coco Coconut Water net sales increased by $26.1 million, or 8.2%, to $343.3 million for the year ended December 31, 2024, from $317.2 million for the year ended December 31, 2023. The increase was primarily driven by a combination of increased CE volume growth and benefits from pricing actions.
Vita Coco Coconut Water net sales increased $81.0 million, or 23.6%, reflecting a combination of increased CE volume growth and benefits from net pricing actions.
As a result, gross margin increased approximately 1.9% percentage points to 38.5% for the year ended December 31, 2024, as compared to 36.6% for the year ended December 31, 2023. 47 Table of Contents Operating Expenses Year Ended December 31, Change 2024 2023 Amount Percentage (in thousands) (in thousands) Selling, general, and administrative 124,963 124,236 $ 727 0.6 % Selling, General and Administrative Expenses SG&A expense increased by $0.7 million, or 0.6%, to $125.0 million for the year ended December 31, 2024, from $124.2 million for the year ended December 31, 2023.
Operating Expenses Year Ended December 31, Change 2025 2024 Amount Percentage (in thousands) (in thousands) Selling, general, and administrative 140,063 124,963 $ 15,100 12.1 % 48 Table of Contents Selling, General and Administrative Expenses Selling, General & Administrative ("SG&A") expense increased by $15.1 million, or 12.1%, primarily driven by higher personnel-related expenses of $11.0 million, increased marketing spend of $3.0 million, $1.3 million additional charitable contributions, and $1.2 million of overlapping rent expense for the New York office transition.
We also work with co-packers across four countries to support local packaging and repacking of our products and to better service our customers’ needs. 41 Table of Contents Vita Coco is available in over 35 countries, with our primary markets in North America, the U.K., and Germany. Our primary markets for private label are North America and Europe.
Vita Coco is available in over 35 countries, with our primary markets in North America, the United Kingdom, and Germany. Our primary markets for Private Label are North America and Europe. Our products are distributed primarily through club, food, drug, mass, convenience, e-commerce, and food service channels.
The effective combined federal, state and foreign tax rate increased to 21.0% from 19.5% for the years ended December 31, 2024 and 2023, respectively. The effective tax rate for the current period is in line with the U.S. statutory rate of 21%, due to offsetting items having minimal net impact on the rate.
The effective combined federal, state, and foreign tax rate increased to 23.3% from 21.0% for the years ended December 31, 2025 and 2024, respectively. 49 Table of Contents The effective tax rate for the year ended December 31, 2025 exceeded the U.S. federal statutory rate of 21% primarily due to state income taxes, and permanently nondeductible compensation costs, partially offset by tax benefits associated with windfall deductions recognized during the year.
Investing Activities During the year ended December 31, 2024 as compared to the year ended December 31, 2023, cash used in investing activities increased $0.4 million due to equipment purchases and technology related capital expenditures.
The higher cash generation was driven by the increase in net income after adjusting for non-cash items and a minor improvement in working capital. Investing Activities During the year ended December 31, 2025 as compared to the year ended December 31, 2024, cash used in investing activities increased $7.3 million.
Vita Coco Coconut Water net sales increased by $8.5 million, or 20.3%, to $50.3 million for the year ended December 31, 2024, from $41.8 million for the year ended December 31, 2023. The increased sales was driven by higher CE volume, primarily in the European region, and benefits from net pricing actions.
International Segment International net sales increased $27.3 million, or 37.1%, driven by 33.7% CE volume growth, with notable growth in the United Kingdom ("U.K.") and Germany, in addition to benefits from net pricing actions. Vita Coco Coconut Water net sales increased $21.6 million, or 43.0%, reflecting higher CE volume, primarily in Europe, and benefits from net pricing actions.
Americas Segment Americas net sales increased by $12.1 million, or 2.8%, to $442.3 million for the year ended December 31, 2024, from $430.2 million for the year ended December 31, 2023, primarily driven by CE volume growth of 2.7% with additional benefit from branded pricing.
Americas Segment Americas net sales increased $66.4 million, or 15.0%, primarily driven by CE volume growth of 11.2% with additional benefit from branded pricing. These increases were partially offset by a decline in Private Label sales in certain regions of key retailers.
This was a result of CE volume growth, Vita Coco Coconut Water net pricing improvement and lower domestic transportation costs, partially offset by elevated transportation costs relating to ocean freight.
On a consolidated basis, gross profit increased by $23.8 million, or 12.0%, reflecting volume growth, net pricing improvement in Vita Coco Coconut Water, partially offset by tariffs, higher finished good product costs and domestic transportation costs.
The decrease in sales was driven by net CE volume declines of 1.9%, as volume declines of private label coconut oil and the associated product price/mix impact more than offset growth of private label coconut water. 46 Table of Contents Net Sales for Other products decreased by $0.7 million, or 7.1%, to $9.2 million for the year ended December 31, 2024, from $9.9 million for the year ended December 31, 2023, driven by CE volume decline of 10.4%.
Net Sales for Other products decreased $0.9 million, or 22.7%, to $3.1 million driven primarily by the decrease in sales of Vita Coco coconut oil partially offset by the launch of Vita Coco Treats.
Private Label net sales increased by $0.6 million, or 3.3%, to $19.3 million for the year ended December 31, 2024, as compared to $18.7 million for the year ended December 31, 2023, which was driven by CE volume growth in EMEA, which was partially offset by CE volume decline in shipments from APAC.
Private Label net sales increased $6.6 million, or 34.3%, primarily due to CE volume growth in Europe, partially offset by the loss of Private Label coconut oil sales in the Asia Pacific region.
For example, in 2023, we started the discontinuation of the private label coconut water and coconut oil supply relationship with one of our significant customers as the terms required to retain the business were contrary to our long term margin targets.
One of our significant customers discontinued the Private Label coconut oil supply relationship in early 2024, and we also experienced an impact in Private Label coconut water net sales in 2025 with this customer due to the loss of some regions that we previously serviced for this customer.
Removed
We experienced spot cost increases for ocean freight routes from Asia, and then more significant cost increases when carriers began to route away from the Suez Canal. As a result, beginning in the late spring of 2024 and for most of the summer, we were challenged to secure the ocean container capacity that we needed.
Added
Throughout 2025, we faced evolving tariff pressures, beginning with the implementation of a 10% baseline U.S. tariff and country specific rates. This was followed by reciprocal tariffs announced in August 2025 of approximately 20% for Asian countries from which we source, and incremental tariffs that raised the effective rate to 50% for Brazil.
Removed
In early October 2024, the east coast ports of the U.S. experienced a labor strike that temporarily shut those ports, resulting in some delays even after the ports reopened.
Added
Imports from Mexico and Canada remained exempt under the United States-Mexico-Canada Agreement ("USMCA"). At the end of the third quarter of 2025, we estimated our weighted average tariff rate was 23% based on third quarter sourcing, and continued our attempts to mitigate.
Removed
While a deal has been announced to enter into a new labor agreement, and no port disruption is expected, it is unclear if a final agreement has been ratified, so some disruption risk remains.
Added
On November 14, 2025, the White House announced relief from the reciprocal tariffs for certain agricultural products, which included the tariff codes applicable to coconut water products, which are the bulk of our portfolio, and on November 21, 2025, a waiver on the incremental tariffs on coconut water from Brazil was announced.
Removed
When disruptions like port strikes are anticipated, the ocean freight carriers may issue notices of impending surcharges to be applied if the disruption occurs, which creates uncertainty as to our actual expected costs.
Added
These November announcements significantly reduced the tariff burden on our importation of our coconut water products post November 21, 2025, although miscellaneous tariffs remain. The various tariff rates resulted in $16 million of tariffs paid in 2025. We also experienced significant inflation and instability on transportation costs over the past four years, which affected our costs and margins significantly.
Removed
While we continued the supply relationship for a significant portion of their private label coconut water needs in 2024 at the customer's request, we are expecting the loss of 42 Table of Contents further regions that we serviced for this customer during 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+2 added−0 removed4 unchanged
Biggest changeRecently, there have been discussions about potential tariffs and other import related fees, on goods, including those imported from China, Mexico, and Canada, and while the specifics are unclear, if tariffs are implemented on goods from these countries, or other countries where the Company does business, they may raise the Company's cost of importation of coconut water and require the Company to adjust its pricing or strategy.
Biggest changeIf tariffs are implemented on goods from countries where we do business, or currently applicable exemptions expire or are rescinded, they may raise our cost of importation of coconut water and require us to adjust our pricing or strategy. See Part I, Item 1A.
We maintain provisions for potential credit losses and evaluate the solvency of our customers on an ongoing basis to determine if additional allowances for doubtful accounts and customer credits need to be recorded. Significant economic disruptions or a slowdown in the economy could result in substantial additional charges. 55 Table of Contents
We maintain provisions for potential credit losses and evaluate the solvency of our customers on an ongoing 55 Table of Contents basis to determine if additional allowances for doubtful accounts and customer credits need to be recorded. Significant economic disruptions or a slowdown in the economy could result in substantial additional charges. 56 Table of Contents
As of December 31, 2023, a 1% change in the value of the U.S. dollar compared to foreign currencies would have caused our cash and cash equivalents to decrease or increase by $0.1 million. Inflation Risk Inflation generally affects us by increasing our cost of transportation, labor and manufacturing costs.
As of December 31, 2024, a 1% change in the value of the U.S. dollar compared to foreign currencies would have caused our cash and cash equivalents to decrease or increase by $0.1 million. Inflation Risk Inflation generally affects us by increasing our cost of transportation, labor and manufacturing costs.
As of December 31, 2024, the outstanding amounts related to our Revolving Facility incur interest fees at variable interest rates and are affected by changes in the general level of market interest rates. However, there was no outstanding balance on the Revolving Facility as of December 31, 2024.
As of December 31, 2025, the outstanding amounts related to our Revolving Facility incur interest fees at variable interest rates and are affected by changes in the general level of market interest rates. However, there was no outstanding balance on the Revolving Facility as of December 31, 2025.
We generally target to hedge a majority of our forecasted yearly foreign currency exchange exposure through a 24-month rolling layered approach and leave a portion of our currency forecast floating at spot rate. Our currency forecast and hedge 54 Table of Contents positions are reviewed quarterly.
We generally target to hedge a majority of our forecasted yearly foreign currency exchange exposure through a 24-month rolling layered approach and leave a portion of our currency forecast floating at spot rate. Our currency forecast and hedge positions are reviewed quarterly.
As of December 31, 2024, a 1% change in the value of the U.S. dollar compared to foreign currencies would have caused our cash and cash equivalents to decrease or increase by $0.1 million.
As of December 31, 2025, a 1% change in the value of the U.S. dollar compared to foreign currencies would have caused our cash and cash equivalents to decrease or increase by $0.2 million.
Credit Risk We are exposed to concentration of credit risk from our major customers. As of December 31, 2024, sales to two customers represented approximately 48% of our consolidated net sales. We have not experienced credit issues with these customers.
Credit Risk We are exposed to concentration of credit risk from our major customers. As of December 31, 2025, sales to two customers represented approximately 44% of our consolidated net sales. We have not experienced credit issues with these customers.
The gains and losses on the forward contracts associated with our balance sheet positions are recorded in “Other income (expense), net” in the consolidated statements of operations. The total notional values of our forward exchange contracts were $107.4 million and $121.0 million as of December 31, 2024 and December 31, 2023, respectively.
The gains and losses on the forward contracts associated with our balance sheet positions are recorded in “Other income (expense), net” in the consolidated statements of operations. The total notional values of our forward exchange contracts were $128.8 million and $107.4 million as of December 31, 2025 and December 31, 2024, respectively.
The derivatives on the forward exchange contracts resulted in an unrealized loss of $8.2 million as of December 31, 2024, and we estimate that a 10% strengthening or weakening of the U.S. dollar would have resulted in an approximately $1.9 million gain or loss. Part of our cash and cash equivalents are denominated in foreign currencies.
The derivatives on the forward exchange contracts resulted in an unrealized loss of $4.7 million as of December 31, 2025, and we estimate that a 10% strengthening or weakening of the U.S. dollar would have resulted in an approximately $9.5 million gain or loss. Part of our cash and cash equivalents are denominated in foreign currencies.
During the year ended December 31, 2024, general inflationary pressures continue to increase the other elements of our cost of goods and operating expenses.
During the year ended December 31, 2025, general inflationary pressures continued to increase the other elements of our cost of goods and operating expenses. During 2025, tariffs were imposed on most imports into the United States, including coconut water, which created an increase in our cost of goods reported in 2025.
Added
Beginning in November 2025, we benefited from a U.S. executive action granting tariff exemptions applicable to coconut water products, which reduced our costs.
Added
“Risk Factors— Changes in U.S. trade policy, including the imposition of new and revised tariffs on our principal sourcing countries, have increased our costs and created significant uncertainty, and could continue to materially and adversely affect our business, financial condition, results of operations, and cash flows .” for more information.

Other COCO 10-K year-over-year comparisons