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What changed in Westrock Coffee Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Westrock Coffee Co'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.

+261 added−268 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-12)

Top changes in Westrock Coffee Co's 2025 10-K

261 paragraphs added · 268 removed · 192 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

26 edited+3 added−6 removed47 unchanged
Biggest changeRecent Developments Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Significant Developments”, of this Annual Report on Form 10-K for information regarding significant developments in our business. 5 Table of Contents Competitive Strengths ​ In order to achieve our mission, we will utilize our competitive strengths and we will drive continued, sustainable growth and strong financial performance by executing on our growth strategies. ​ Innovative, value-added, and scalable beverage solutions provider.
Biggest changeCompetitive Strengths ​ In order to achieve our mission, we will utilize our competitive strengths and we will drive continued, sustainable growth and strong financial performance by executing on our growth strategies. ​ 5 Table of Contents Innovative, value-added, and scalable beverage solutions provider.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish to, the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available on our website, free of charge, 10 Table of Contents as soon as reasonably practicable after we electronically file such materials with, or furnish to, the SEC.
Raíz Sustainability is a proprietary third party-verified sustainable farming program. Raíz farmers receive training, services, and a $0.05 premium that makes their farms more environmentally sustainable and profitable. Raíz farmers also comply with internationally recognized standards for labor conditions, human rights, and environmental protection.
Raíz Sustainability (“Raíz”) is a proprietary third-party verified sustainable farming program. Raíz farmers receive training, services, and a $0.05 premium that makes their farms more environmentally sustainable and profitable. Raíz farmers also comply with internationally recognized standards for labor conditions, human rights, and environmental protection.
As of December 31, 2024, our operating structure consists of two reportable segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”). Beverage Solutions : Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients.
As of December 31, 2025, our operating structure consists of two reportable segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”). Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients.
We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings.
We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink (“RTD”) bottles and cans, as well as extract solutions to be used in products such as cold brew and RTD offerings.
Our technology and commitment to responsible sourcing enables us to transform anonymous, disjointed supply chains into transparent, connected systems. Traceability is a fundamental pillar of the value proposition we offer our customers, and is key to driving the industry shift that will positively impact small hold coffee farmers throughout the world. ​ Significant customer value proposition.
Our technology and 6 Table of Contents commitment to responsible sourcing enables us to transform anonymous, disjointed supply chains into transparent, connected systems. Traceability is a fundamental pillar of the value proposition we offer our customers, and is key to driving the industry shift that will positively impact small hold coffee farmers throughout the world. ​ Significant customer value proposition.
We are capable of tracing individual lots from the farm, through the roaster, to the finished good. Our proprietary technology links various points and systems to create traceability and connectivity on a global scale. 6 Table of Contents ​ Beginning with the farmer transactions, data is captured at every stage of the supply chain.
We are capable of tracing individual lots from the farm, through the roaster, to the finished good. Our proprietary technology links various points and systems to create traceability and connectivity on a global scale. ​ Beginning with the farmer transactions, data is captured at every stage of the supply chain.
We believe our trademarks and service marks are integral to customer identification of our products. It is not possible to assess the impact of the loss of such identification. In addition, we own numerous registered domain names, and copyrights, trade secrets, proprietary technology, know-how, and other proprietary rights that are not registered.
We believe our trademarks and service marks are integral to customer identification of our products. It is not possible to assess the impact of the loss of such identification. In addition, we own numerous registered domain 9 Table of Contents names, and copyrights, trade secrets, proprietary technology, know-how, and other proprietary rights that are not registered.
We are well positioned to support innovation demand from extract development through ready-to-drink (“RTD”) fulfillment. Liquid Extracts is our highest growth product category that includes iced coffees, cold brew coffee, and RTD mixes, with cold coffee products experiencing the most significant growth.
We are well positioned to support innovation demand from extract development through RTD fulfillment. Liquid Extracts is our highest growth product category that includes iced coffees, cold brew coffee, and RTD mixes, with cold coffee products experiencing the most significant growth.
Supply chain programs like Raíz allow us to spread sourcing risk across multiple partners, origins, quality types and farmer groups without giving up influence over matters material to our sourcing goals such as farmer livelihoods, yield improvements, and transparent data. 8 Table of Contents Raw Materials ​ Our primary raw materials are green coffee and tea.
Supply chain programs like Raíz allow us to spread sourcing risk across multiple partners, origins, quality types and farmer groups without giving up influence over matters material to our sourcing goals such as farmer livelihoods, yield improvements, and transparent data. Raw Materials ​ Our primary raw materials are green coffee and tea.
Pepper Inc., Mother Parkers Tea & Coffee Inc, Trilliant Food and Nutrition, LLC, TreeHouse Foods, Inc., Finlays, Massimo Zanetti Beverage Group, Royal Cup Coffee and Sunny Sky Products, among others. ● In the flavors, extracts, and ingredients industry, our products compete with Kerry Foodservice Brands, Finlays, Javo Beverage, Givaudan, Symrise, International Flavors & Fragrances, Inc., Sunny Sky Products and Treatt, among others. 9 Table of Contents ● In the multi-serve and RTD industry, our products compete against historically dominant legacy manufacturers, such as Dairy Farmers of America and O-AT-KA Milk Products LLC, and against newer entrants into this industry, which include Berner Foods, Trilliant, BevHub LLC, Niagara Bottling, HP Hood, Fairlife LLC, Steuben Foods and Mountaintop Beverage, LLC, among many others. ● In the international coffee and tea industry, our products compete with Massimo Zanetti Beverage Group and UCC Ueshima Coffee Co., LTD, among others. ​ We seek to differentiate ourselves from other providers by (i) sourcing coffee via traceable and transparent supply chains, (ii) providing our customers best-in-class product development and consumer insights across broad product offerings, and (iii) maintaining a large manufacturing footprint in varied geographic locations both in the U.S. and abroad which drives cost efficiencies due to scale and customer proximity to our products.
Pepper Inc., Mother Parkers Tea & Coffee Inc., Trilliant Food and Nutrition, LLC, TreeHouse Foods, Inc., Finlays, Massimo Zanetti Beverage Group, Royal Cup Coffee and Tea and Sunny Sky Products, LLC, among others. ● In the flavors, extracts, and ingredients industry, our products compete with Kerry Foodservice brands, Finlays, Vibrant Ingredients, Givaudan SA, Symrise AG, International Flavors & Fragrances Inc., Sunny Sky Products, LLC and Treatt PLC, among others. ● In the multi-serve and RTD industry, our products compete against historically dominant legacy manufacturers, such as Dairy Farmers of America, Inc. and O-AT-KA Milk Products Cooperative, Inc., and against newer entrants into this industry, which include Berner Food & Beverage, Inc., Trilliant Food and Nutrition, LLC, Bev-Hub LLC, Niagara Bottling, LLC, HP Hood LLC, fairlife LLC, Steuben Foods Inc. and Mountaintop Beverage, LLC, among many others. ● In the international coffee and tea industry, our products compete with Massimo Zanetti Beverage Group and UCC Ueshima Coffee Co., Ltd., among others. ​ We seek to differentiate ourselves from other providers by (i) sourcing coffee via traceable and transparent supply chains, (ii) providing our customers best-in-class product development and consumer insights across broad product offerings, and (iii) maintaining a large manufacturing footprint in varied geographic locations both in the U.S. and abroad which drives cost efficiencies due to scale and customer proximity to our products.
Our diversified product offering includes whole bean and roast and ground coffee, including single serve cups, food service iced tea, retail and food service hot tea, extract-based products, and our RTD bottle and can beverage platform.
Our diversified product offering includes whole bean and roast and ground coffee, including single serve cups, food service iced tea, retail and food service hot tea, extract-based products, and our RTD bottle and can beverage platform. These products reside in our Beverage Solutions segment.
Our non-U.S. workforce of 297 employees was employed in Rwanda, Italy, UK, Germany, Malaysia, South Korea, Peru, France, Brazil, Dominican Republic and Ethiopia. Total Compensation and Rewards. We provide competitive compensation and benefits which include market-based pay that is competitive for our geographies and our industry.
Our non-U.S. workforce of 132 employees was employed in Rwanda, Italy, Czechia, UK, Germany, Malaysia, South Korea, Peru, Columbia, Spain, Greece, France, Brazil, New Zealand, Dominican Republic and Ethiopia. Total Compensation and Rewards. We provide competitive compensation and benefits which include market-based pay that is competitive for our geographies and our industry.
In addition, the growing trend to “more than hot black coffee” is regulating seasonal variances. ​ Human Capital Management As of December 31, 2024, we had 1,408 employees located around the globe, of which 1,111 employees were located in the United States. Of our employees located in the United States, 642 were hourly production employees.
In addition, the growing trend to “more than hot black coffee” is regulating seasonal variances. ​ Human Capital Management As of December 31, 2025, we had 1,393 employees located around the globe, of which 1,261 employees were located in the United States. Of our employees located in the United States, 759 were hourly production employees.
The Company operates manufacturing and distribution facilities in Concord, North Carolina, North Little Rock, Arkansas, Conway, Arkansas, and Johor Bahru, Malaysia. In addition, the Company operates Trading and Representative offices in Lewes, UK, Austin, Texas, Lima & Jaen, Peru, Addis Ababa, Ethiopia, Johor Bahru, Malaysia, and Seoul, Korea, alongside a coffee milling and exporting facility in Kigali, Rwanda.
The Company operates manufacturing and distribution facilities in Concord, North Carolina, North Little Rock, Arkansas, Conway, Arkansas, and Johor Bahru, Malaysia. In addition, the Company operates Trading and Representative offices in Lewes, UK, Austin, Texas, Lima & Jaen, Peru, Addis Ababa, Ethiopia, Johor Bahru, Malaysia, and Seoul, Korea.
This approach makes us a valuable partner for our global customers to feed a constant pipeline of innovation into their business planning process, gives us a multi-year outlook far ahead of product launches and enables us to plan and deploy human resources and capital expenditures. Using this same platform, we are also able to toll produce for our customers.
This approach makes us a valuable partner for our global customers to feed a constant pipeline of innovation into their business planning process, gives us a multi-year outlook far ahead of product launches and enables us to plan and deploy human resources and capital expenditures.
As consumer preferences change and we integrate further as a key partner to our global customer base, we will continue to create new categories, innovate current products and formats at scale, and deliver the craft appeal across our offerings, with a baseline of the sustainable and better-for-you products that our customers are demanding.
Using this same platform, we are also able to toll produce for our customers. 7 Table of Contents As consumer preferences change and we integrate further as a key partner to our global customer base, we will continue to create new categories, innovate current products and formats at scale, and deliver the craft appeal across our offerings, with a baseline of the sustainable and better-for-you products that our customers are demanding.
Supply Chain Traceability and Community Impact ​ We differentiate ourselves by situating our businesses at each point of aggregation in the supply chain, including coffee exporting, coffee importing and trading through our wholly owned subsidiaries Falcon Coffees Limited (“Falcon”) and Rwanda Trading Company (“RTC”).
Supply Chain Traceability and Community Impact ​ We differentiate ourselves by situating our businesses at each point of aggregation in the supply chain, including coffee exporting, coffee importing and trading through our wholly owned subsidiary Falcon Coffees Limited (“Falcon”) and other strategically positioned sourcing and trading relationships.
We maintain a qualified staff of professionals to oversee, manage and apply all standards related to food safety, environment safety, and workplace safety standards by agencies that audit our facilities throughout the United States.
We maintain a qualified staff of professionals to oversee, manage and apply all standards related to food safety, environment safety, and workplace safety standards promulgated by agencies that audit our facilities throughout the United States. We believe our workforce is prepared to meet the needs of our customers and further the growth of our Company.
Green coffee is an exchange-traded commodity subject to price fluctuations. We purchase green coffee on a differential basis against the exchange price and on a negotiated flat-price basis. The most common flat-priced coffee in our portfolio is Fairtrade USA-certified coffees.
Green coffee is an exchange-traded commodity subject to price fluctuations. We purchase green coffee on a differential basis against the exchange price and on a negotiated flat-price basis.
The supply and price of green coffee and tea are subject to volatility and are influenced by numerous factors which are beyond our control and can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export coffee.
We purchase raw materials through importers and exporters who source green coffee and tea from multiple different countries of origin around the world. 8 Table of Contents The supply and price of green coffee and tea are subject to volatility and are influenced by numerous factors which are beyond our control and can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export coffee.
These products reside in our Beverage Solutions segment. 7 Table of Contents We collaborate with customers from the consumer insights and product design phase of development through extract manufacture and end-of-the-line packaging.
We collaborate with customers from the consumer insights and product design phase of development through extract manufacture and end-of-the-line packaging.
We seek to be the leading company to our partners, providing end-to-end solutions and offering product innovation, traceability, transparency, and scalability for coffee, tea, flavors, extracts and ingredients globally. Our mission is to build and efficiently operate the preeminent integrated coffee, tea, flavors, extracts, and ingredients solutions provider to the world’s most iconic brands.
Our mission is to build and efficiently operate the preeminent integrated coffee, tea, flavors, extracts, and ingredients solutions provider to the world’s most iconic brands.
Our quality management systems are periodically reviewed using an internal audit system to assure that our employees understand our commitment to food safety and high quality. We are also subject to the general industry requirements applicable to manufacturers, including the safety standards of the Occupational Safety and Health Administration and the environmental standards of the Environmental Protection Agency.
Our operations are also subject to the general industry requirements, including the workplace safety standards of the Occupational Safety and Health Administration (OSHA) and the environmental standards of the Environmental Protection Agency (EPA).
We are registered with the FDA, and we satisfy all legal and compliance requirements under the Food Safety Modernization Act (FSMA) and applicable state regulations. Our facilities are certified under the Global Food Safety Initiative (GFSI) schemes and operate under a Quality Management System to assure that we comply with all regulatory and customer requirements.
In addition to these regulatory requirements, our facilities maintain certifications under recognized Global Food Safety Initiative (GFSI) schemes and operate under a Quality Management System designed to ensure compliance with regulatory and customer standards.
We believe our workforce is prepared to meet the needs of our customers and further the growth of our Company. 10 Table of Contents Regulatory Environment As a leading manufacturer of coffee, tea, flavors, extracts, and ingredients, we comply with the Good Manufacturing Practices promulgated by the Food and Drug Administration (FDA) as part of our commitment to produce safe and high-quality beverage products.
Regulatory Environment As a manufacturer of coffee, tea, flavors, extracts, and ingredients, we are subject to extensive regulation. We comply with the Good Manufacturing Practices promulgated by the Food and Drug Administration (FDA) and we meet all requirements under the Food Safety Modernization Act (FSMA) and applicable state regulations.
Removed
The pricing structure set up by Fairtrade USA offers the exporter price floor on an FOB Origin basis of $1.60 per pound for washed processed coffees and $1.55 per pound for natural processed coffees.
Added
Recent Developments Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Significant Developments”, of this Annual Report on Form 10-K for information regarding significant developments in our business.
Removed
Therefore, when the average price of green coffee per pound, or “C-Price,” plus the differential for the conventional quality in question is below the Fairtrade minimum pricing, then we pay a flat price equal to the Fairtrade minimum price.
Added
These systems are periodically reviewed through internal audits, as well as by independent third-party auditing agencies and customer auditing bodies, to reinforce employee awareness of food safety and product quality. We also maintain a corporate compliance program intended to promote ethical business practices.
Removed
When the C-Price plus the differential for the conventional quality in question is higher than the Fairtrade minimum pricing, then we revert to a differential based pricing mechanism against the C-Price that mirrors our normal purchasing process.
Added
This program includes regular employee training on topics such as the Foreign Corrupt Practices Act (FCPA) to support compliance with applicable laws and to provide a mechanism for raising concerns. Available Information The Company’s website address is www.westrockcoffee.com .
Removed
Due to significant demand and limited supply, some origins, such as Sumatra and Ethiopia, will price their top grades of export beans on a flat price that is mostly divorced from the C-Price. We purchase raw materials through importers and exporters who source green coffee and tea from multiple different countries of origin around the world.
Removed
In addition to regulatory compliance, our corporate compliance program is designed to assure that our business is conducted in accordance with the highest ethical standards. We regularly conduct training on such matters as the Foreign Corrupt Practices Act so that our employees understand what is expected of them and how to raise issues of concern.
Removed
Available Information The Company’s website address is www.westrockcoffee.com .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

47 edited+9 added−7 removed145 unchanged
Biggest changeAs a result, in addition to their day-to-day management roles, Westrock’s executive officers and directors are able to exercise significant influence on Westrock’s business as stockholders, including influence over election of members of the board of directors and the authorization of other corporate actions requiring stockholder approval. 19 Table of Contents Certain provisions in Westrock’s certificate of incorporation and bylaws, the Investor Rights Agreement and of Delaware law may prevent or delay attempts to acquire a controlling interest in Westrock, which could decrease the trading price of Common Shares.
Biggest changeAs a result, in addition to their day-to-day management roles, Westrock’s executive officers and directors are able to exercise significant influence on Westrock’s business as stockholders, including influence over election of members of the board of directors and the authorization of other corporate actions requiring stockholder approval.
Section 203 of the DGCL provides that, subject to limited exceptions, a person that acquires, or is affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) must not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. ​ 20 Table of Contents Westrock is an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make the Common Shares less attractive to investors.
Section 203 of the DGCL provides that, subject to limited exceptions, a person that acquires, or is affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) must not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding 19 Table of Contents voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. ​ Westrock is an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make the Common Shares less attractive to investors.
We do not purchase any derivative instruments to hedge cost fluctuations in these other commodities like we do with respect to green coffee, but we may do so in the future. As a result, to the extent we are unable to pass along such costs through price increases, our margins and profitability will decrease.
We currently do not purchase any derivative instruments to hedge cost fluctuations in these other commodities like we do with respect to green coffee, but we may do so in the future. As a result, to the extent we are unable to pass along such costs through price increases, our margins and profitability will decrease.
Risks Related to Our Industry ​ Increases in the cost of green coffee may not be able to be passed through to customers, which could adversely impact our gross margins and profitability.
Risks Related to Our Industry ​ Increases in the cost of green coffee may not be able to be passed through to customers, which could adversely impact our liquidity, gross margins and profitability.
Our operations are also exposed to the political and social environment of the emerging and less developed markets from which we source coffee beans, including Africa, Indonesia, and Central and South America. These regions have the potential for civil and political unrest, and such instability could affect our ability to purchase coffee from those regions.
Our operations are also exposed to the political and social environment of the emerging and less developed markets from which we source coffee beans, including Africa, Indonesia, and Central and South America. These regions currently have and have the potential for future civil and political unrest, and such instability could affect our ability to purchase coffee from those regions.
Further, there may be a limited numbers of suppliers for certain ingredients, and, as a result of this concentration, our business and operations may in the future be negatively affected if our key suppliers experience significant disruptions affecting the price, quality, availability or timely delivery of their products, we suffer a partial or complete loss of, or a significant adverse change in the relationship with, any one of our key suppliers or any key suppliers refuse or are unable to provide us with necessary ingredients and raw materials.
Further, there may be a limited numbers of suppliers for certain ingredients, and, as a result of this concentration, our business and operations may in the future be negatively affected if our key suppliers experience significant disruptions affecting the price, quality, availability or timely delivery of their products, we suffer a 21 Table of Contents partial or complete loss of, or a significant adverse change in the relationship with, any one of our key suppliers or any key suppliers refuse or are unable to provide us with necessary ingredients and raw materials.
The rate at which we retain our customers may decline or fluctuate as a result of a number of factors, including our end-use customers’ changing preferences, the shift among millennial coffee drinkers from hot brew towards cold brew and 13 Table of Contents extracts (or any reversion thereof), satisfaction with our products and their prices, the prices of competing products, mergers and acquisitions affecting our direct customers, the effects of global economic conditions, and reductions in customers’ spending levels.
The rate at which we retain our customers may decline or fluctuate as a result of a number of factors, including our end-use customers’ changing preferences, the shift among millennial coffee drinkers from hot brew towards cold brew and extracts (or any reversion thereof), satisfaction with our products and their prices, the prices of competing products, mergers and acquisitions affecting our direct customers, the effects of global economic conditions, and reductions in customers’ spending levels.
If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as servicing its debt, paying dividends on the Common Shares, repurchases of Common Shares, financing acquisitions or other expansions, paying employee incentives and executing its business strategy.
If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for 17 Table of Contents other purposes such as servicing its debt, paying dividends on the Common Shares, repurchases of Common Shares, financing acquisitions or other expansions, paying employee incentives and executing its business strategy.
Additionally, industry consolidation has generally led to our customers becoming larger and more sophisticated buyers of our products, leveraging their buying power and negotiating strength to improve their profitability through more favorable contractual terms. To the extent we provide contractual concessions such as lower prices or more favorable trade terms, our margins would be reduced.
Additionally, industry consolidation has generally led to our customers becoming larger and more sophisticated buyers of our products, leveraging their buying power and negotiating strength to improve their profitability through more 12 Table of Contents favorable contractual terms. To the extent we provide contractual concessions such as lower prices or more favorable trade terms, our margins would be reduced.
Investigations of potential violations of these laws by local, state, federal or foreign authorities could also harm our reputation and have an adverse impact on our business, financial condition and results of operations. Future litigation or disputes could lead us to incur significant liabilities or harm our reputation.
Investigations of potential violations of these laws by local, state, federal or foreign authorities could also harm our reputation and have an adverse impact on our business, financial condition and results of operations. 14 Table of Contents Future litigation or disputes could lead us to incur significant liabilities or harm our reputation.
We expect similar issues to arise in the future as our products are more widely adopted, we continue to expand the features of existing products and introduce new products and we process, store, and transmit increasingly large amounts of personal and/or sensitive data.
We expect similar issues to arise in the future as our 15 Table of Contents products are more widely adopted, we continue to expand the features of existing products and introduce new products and we process, store, and transmit increasingly large amounts of personal and/or sensitive data.
The availability and prices of green coffee are subject to wide fluctuations, including impacts from factors outside of our control such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies, competition, and changes in global demand. These price fluctuations can adversely affect the business of each of Falcon and RTC.
The availability and prices of green coffee are subject to wide fluctuations, including impacts from factors outside of our control such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies, competition, and changes in global demand. These price fluctuations can adversely affect Falcon’s business.
For the fiscal year ended December 31, 2024, our top five customers accounted for approximately 36% of our net sales. To the extent that we do not have written contracts with customers, they can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.
For the fiscal year ended December 31, 2025, our top five customers accounted for approximately 35% of our net sales. To the extent that we do not have written contracts with customers, they can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.
Our production capacity is currently concentrated in our Concord, North Carolina, North Little Rock, Arkansas and Johor Bahru, Malaysia facilities and, once it is fully operational, a significant portion of our extract and ready-to-drink production capabilities will reside at, and a significant portion of our expected future revenues and operating cash flows will be generated by, our facility in Conway, Arkansas.
Our production capacity is currently concentrated in our Conway, Arkansas, Concord, North Carolina, North Little Rock, Arkansas and Johor Bahru, Malaysia facilities and a significant portion of our extract and ready-to-drink production capabilities reside at, and a significant portion of our expected future revenues and operating cash flows will be generated by, our facility in Conway, Arkansas.
In addition, we cannot be sure that our existing 16 Table of Contents insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss.
In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss.
Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. Similarly, changing products or processes to avoid infringing the rights of others may be costly or impracticable.
Any royalty or licensing 16 Table of Contents agreements, if required, may not be available to us on acceptable terms or at all. Similarly, changing products or processes to avoid infringing the rights of others may be costly or impracticable.
This Annual Report on Form 10-K is qualified in its entirety by all these risk factors. ​ 11 Table of Contents Risks Related to Our Business ​ We may not be able to successfully build out operations or commercialize customers within the anticipated time frame following the recent opening of our new facility in Conway, Arkansas and may incur additional expenses in the process, which could hamper our ability to satisfy customer demand, meet revenue targets and generate positive operating cash flows.
This Annual Report on Form 10-K is qualified in its entirety by all these risk factors. ​ Risks Related to Our Business ​ We may not be able to successfully scale up operations or commercialize customers within the anticipated time frame following the recent opening of our new facility in Conway, Arkansas and may incur additional expenses in the process, which could hamper our ability to satisfy customer demand, meet revenue targets and generate positive operating cash flows.
There can be no assurance that we will successfully or efficiently integrate any businesses that we may acquire in the future, and the failure to do so could have a material adverse effect on our business, financial condition and operating results.
There can be 13 Table of Contents no assurance that we will successfully or efficiently integrate any businesses that we may acquire in the future, and the failure to do so could have a material adverse effect on our business, financial condition and operating results.
Westrock’s inability to timely prepare Westrock’s financial statements in the future could materially and adversely affect Westrock’s share price. Westrock’s board of directors and management have significant control over Westrock’s business.
Westrock’s inability to timely prepare Westrock’s financial statements in the future could materially and adversely affect Westrock’s share price. 18 Table of Contents Westrock’s board of directors and management have significant control over Westrock’s business.
Failure to properly execute an 21 Table of Contents effective hedging strategy with respect to the price of green coffee may materially adversely affect our business and operating results. Fluctuations in other commodity prices and in the availability of certain of our ingredients and packaging materials could negatively affect our margins and profitability.
Failure to properly execute an effective hedging strategy with respect to the price of green coffee may materially adversely affect our business and operating results. Fluctuations in other commodity prices and in the availability of certain of our ingredients and packaging materials could negatively affect our liquidity, gross margins and profitability.
If we are unable to manage our growth and increased complexity 14 Table of Contents effectively, we may be unable to execute our business plan, which could lead to a material adverse effect on our business, financial condition and operating results.
If we are unable to manage our growth and increased complexity effectively, we may be unable to execute our business plan, which could lead to a material adverse effect on our business, financial condition and operating results.
If green coffee beans from a 22 Table of Contents region become unavailable or prohibitively expensive, we could be forced to use alternative coffee beans or discontinue certain blends, which could adversely impact our sales.
If green coffee beans from a region become unavailable or prohibitively expensive, we could be forced to use alternative coffee beans or discontinue certain blends, which could adversely impact our sales.
If the facility does not become fully operational within our anticipated timeframe, or if we incur additional expenses in the process of opening this facility, it might hamper our ability to satisfy customer demand, meet revenue targets and generate positive operating cash flows. ​ Disruption in operations at any of our production and distribution facilities could affect our ability to manufacture or distribute products and could adversely affect our business and sales. ​ Our sales and distribution network requires a large investment to maintain and operate, and we rely on a limited number of production and distribution facilities.
If we do not scale up our operations and commercialize customers at the facility within our anticipated timeframe, or if we incur additional expenses in the process of scaling up operations, it might hamper our ability to satisfy customer demand, meet revenue targets and generate positive operating cash flows. ​ Disruption in operations at any of our production and distribution facilities could affect our ability to manufacture or distribute products and could adversely affect our business and sales. ​ Our sales and distribution network requires a large investment to maintain and operate, and we rely on a limited number of production and distribution facilities.
The covenants in our Credit Facilities and our future levels of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility. As of December 31, 2024, we had outstanding total indebtedness of $447.7 million, of which $371.1 million bears interest at a variable rate.
The covenants in our Credit Facilities and our future levels of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility. As of December 31, 2025, we had outstanding total indebtedness of $526.8 million, of which $424.8 million bears interest at a variable rate.
As of December 31, 2024, Westrock’s directors and executive officers beneficially own, directly or indirectly, in the aggregate, 32,153,753 shares of Common Shares, representing an aggregate of approximately 27.3% of the combined voting power of Westrock’s outstanding capital stock (excluding any Warrants, options or other securities exercisable for Common Shares).
As of December 31, 2025, Westrock’s directors and executive officers beneficially own, directly or indirectly, in the aggregate, 34,047,972 shares of Common Shares, representing an aggregate of approximately 28.3% of the combined voting power of Westrock’s outstanding capital stock (excluding any warrants, options or other securities exercisable for Common Shares).
If we are unable to adjust our production to these seasonal variations, we may not be able to fulfill demand for our products or we may overproduce our products, either of which could adversely affect our performance.
Our quarterly operating results may fluctuate as a result of these seasonal trends. If we are unable to adjust our production to these seasonal variations, we may not be able to fulfill demand for our products or we may overproduce our products, either of which could adversely affect our performance.
In the years ended December 31, 2024, 2023 and 2022, we incurred net losses of $80.3 million, $34.6 million and $55.5 million, respectively.
In the years ended December 31, 2025, 2024 and 2023, we incurred net losses of $90.4 million, $80.3 million and $34.6 million, respectively.
In 2021, we purchased a 524,000 square foot manufacturing facility in Conway, Arkansas with the intent to build out the capacity and capabilities needed to meet our customer demand. Construction on the facility began in late 2022. Portions of the facility began commercial production in 2024, and the facility is expected to be fully operational in fiscal year 2025.
In 2021, we purchased a 524,000 square foot manufacturing facility in Conway, Arkansas with the intent to build out the capacity and capabilities needed to meet our customer demand. Construction on the facility began in late 2022 and the facility became fully operational in 2025.
A significant product liability claim (whether or not successful), a product liability judgment against us or a widespread product recall or the damage to our reputation resulting therefrom could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.
A significant product liability claim (whether or not successful), a product liability judgment against us or a widespread product recall or the damage to our reputation resulting therefrom could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. 22 Table of Contents Climate change, severe weather patterns, and water scarcity could have a material adverse effect on our business and results of operations.
In addition, where possible, we seek to recover inflation impacted 24 Table of Contents costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs.
In addition, where possible, we seek to recover inflation impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. ​ Item 1B. Unresolved Staff Comments None. ​
An increase in the price, disruption of supply or shortage of water, fuel and other energy sources that may be caused by increased demand or by events such as climate change, natural disasters, power outages, cyberattacks or the like, could lead to higher electricity, utilities, transportation and other commodity costs, which could negatively impact our profitability, financial condition or results of operations.
An increase in the price, disruption of supply or shortage of water, fuel and other energy sources that may be caused by increased demand or by events such as climate change, natural disasters, power outages, cyberattacks or the like, could lead to higher electricity, utilities, transportation and other commodity costs, which could negatively impact our profitability, financial condition or results of operations. 11 Table of Contents We have incurred net losses in the past, may incur net losses in the future, may not achieve or maintain profitability in the future, and fluctuations in our operating results make it difficult to project future results.
Both RTC and Falcon rely on third party financing sources to purchase coffee for resale, and in each case, the failure to maintain an adequate source of working capital would have a material adverse impact on their respective businesses, cash flows and financial performance.
Falcon relies on third party financing sources to purchase coffee for resale, and the failure to maintain an adequate source of working capital would have a material adverse impact on its business, cash flows and financial performance.
Additionally, specialty green coffees tend to trade on a negotiated basis at a premium above the “C” market price. Such premium, depending on the supply and demand at the time of purchase, may be significant. Depending on contractual limitations, we may be unable to pass these costs on to our customers by increasing the price of products.
Such premium, depending on the supply and demand at the time of purchase, may be significant. Depending on contractual limitations, we may be unable to pass these costs on to our customers by increasing the price of products.
The rainy and dry seasons are becoming unpredictable in their start and length, which is affecting the development of coffee cherries. 23 Table of Contents These weather pattern changes, by reducing agricultural productivity in certain regions, may reduce the supply and quality of important agricultural ingredients for our products and drive up their costs, and this could have a material adverse effect on our business, financial condition, or results of operations.
These weather pattern changes, by reducing agricultural productivity in certain regions, may reduce the supply and quality of important agricultural ingredients for our products and drive up their costs, and this could have a material adverse effect on our business, financial condition, or results of operations.
Increased indebtedness may also limit our ability to adjust to rapidly changing market conditions, making us more vulnerable to general adverse industry and economic conditions, which could create a competitive disadvantage relative to our competitors. 17 Table of Contents The Credit Agreement contains various affirmative and negative covenants that may, subject to specified significant exceptions, restrict our ability, including specified material subsidiaries, to incur debt and our ability, including specified material subsidiaries, to, among other things, have liens on our property, merge or consolidate with any other person or sell or convey assets above a specified minimum threshold to any one person, and engage in sale-and-leaseback transactions depending on the characterization of the proceeds.
The Credit Agreement contains various affirmative and negative covenants that may, subject to specified significant exceptions, restrict our ability, including specified material subsidiaries, to incur debt and our ability, including specified material subsidiaries, to, among other things, have liens on our property, merge or consolidate with any other person or sell or convey assets above a specified minimum threshold to any one person, and engage in sale-and-leaseback transactions depending on the characterization of the proceeds.
We might not be able to pass on our increased costs to our customers and, to the extent these difficulties impact the timing of settlement for our obligation to the supplier, we may have a decrease in our cash flow from operations and may have to use our various financing arrangements for short-term liquidity needs.
We might not be able to pass on our increased costs to our customers and, to the extent these difficulties impact the timing of settlement for our obligation to the supplier, we may have a decrease in our cash flow from operations and may have to use our various financing arrangements for short-term liquidity needs. 23 Table of Contents Supply chain disruptions and cost increases related to inflation are having, and could continue to have, an adverse effect on our business, operating results and financial condition.
Additionally, if we are unable to purchase sufficient quantities of green coffee due to any of the factors described herein or a worldwide or regional shortage, we may not be able to fulfill the demand for our products, which could have an adverse impact on our business and financial results.
Additionally, if we are unable to purchase sufficient quantities of green coffee due to any of the factors described herein or a worldwide or regional shortage, we may not be able to fulfill the demand for our products, which could have an adverse impact on our business and financial results. 20 Table of Contents We have historically utilized, and expect to continue to utilize, various types of derivative instruments, including forward contracts, commodity swaps, futures contracts, and option contracts to hedge our exposure to the commodities price variability of green coffee.
Even if we are able to increase sales of our products, there can be no assurance that we will ever achieve or sustain profitability. 12 Table of Contents Any failure to retain key personnel or recruit qualified personnel could adversely impact our financial condition, results of operations and cash flow. ​ Our success depends on the contributions of key personnel and a consistent workforce, including production workers, support staff and executive team members.
Any failure to retain key personnel or recruit qualified personnel could adversely impact our financial condition, results of operations and cash flow. ​ Our success depends on the contributions of key personnel and a consistent workforce, including production workers, support staff and executive team members.
We are subject to risks associated with operating a coffee trading business and a coffee exporting business, including those associated with the availability and prices of green coffee. Falcon, our coffee trading business headquartered in the United Kingdom, operates as a separate subsidiary, and we maintain a coffee exporting business in Peru.
We are subject to risks associated with operating a coffee trading, including those associated with the availability and prices of green coffee. Falcon, our coffee trading business headquartered in the United Kingdom, operates as a separate subsidiary. As a purchaser and reseller of coffee, Falcon engages in commodity hedging and is reliant on third-party logistics suppliers to fulfill its commitments.
Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions and this may adversely affect our business, financial condition and ability to execute our business strategy. 18 Table of Contents A change in the assumptions used to value our goodwill or other intangible assets, or the impairment of our goodwill or intangible assets, could negatively impact our financial condition and operating results.
Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions and this may adversely affect our business, financial condition and ability to execute our business strategy.
Climate change, severe weather patterns, and water scarcity could have a material adverse effect on our business and results of operations. Increasing concentrations of carbon dioxide and other greenhouse gases in the atmosphere will continue to have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather events and natural disasters.
Increasing concentrations of carbon dioxide and other greenhouse gases in the atmosphere will continue to have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather events and natural disasters. Coffee growing countries have been dramatically affected by these climate changes.
There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as they have in the past. Our customers may also take actions that we cannot control or anticipate, such as changing their business strategy or introducing products that may compete with ours.
There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as they have in the past.
The coffee and tea market is subject to some seasonal variations. Sales of hot coffee products are typically higher during the winter months compared to the summer months. Most of our customers define “coffee season” as mid-September through April. Our quarterly operating results may fluctuate as a result of these seasonal trends.
The coffee and tea market is subject to some seasonal variations. Sales of hot coffee products are typically higher during the winter months compared to the summer months. Most of our customers define “coffee season” as mid-September through February. However, sales of cold brew, iced tea and extract products from March through August helps mitigate the impact of seasonality.
Goodwill represents the excess of cost over fair value of net assets acquired in a business combination. Impairment may result from significant changes in the manner of use of the acquired assets, negative industry, or economic trends, and/or any changes in key assumptions regarding our fair value.
Impairment may result from significant changes in the manner of use of the acquired assets, negative industry, or economic trends, and/or any changes in key assumptions regarding our fair value. At December 31, 2025, we had $116.1 million of goodwill on our Consolidated Balance Sheets.
Further, because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses.
Further, because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Any material legal proceedings (including class actions), disputes, claims, investigations, regulatory proceedings, or similar actions could have a material adverse effect on our business, results of operations, and financial condition.
Supply chain disruptions and cost increases related to inflation are having, and could continue to have, an adverse effect on our business, operating results and financial condition. Westrock attempts to mitigate the impacts of inflation and supply chain disruptions, wherever possible.
Westrock attempts to mitigate the impacts of inflation and supply chain disruptions, wherever possible.
Any material legal proceedings (including class actions), disputes, claims, investigations, regulatory proceedings, or similar actions could have a material adverse effect on our business, 15 Table of Contents results of operations, and financial condition. Our business reputation and our relationship with our customers, suppliers, and employees may also be adversely impacted by our involvement in legal proceedings.
Our business reputation and our relationship with our customers, suppliers, and employees may also be adversely impacted by our involvement in legal proceedings.
Removed
We have incurred net losses in the past, may incur net losses in the future, may not achieve or maintain profitability in the future, and fluctuations in our operating results make it difficult to project future results.
Added
Even if we are able to increase sales of our products, there can be no assurance that we will ever achieve or sustain profitability.
Removed
At December 31, 2024, we had $116.1 million of goodwill on our Consolidated Balance Sheets.
Added
Our customers may also take actions that we cannot control or anticipate, such as changing their business strategy, merging with our competitors or introducing products that may compete with ours.
Removed
During the year ended December 31, 2024, market prices for green coffee increased approximately 70%, and from January 1, 2025 through the date of this Annual Report on Form 10-K, the “C” market price has continued to increase, surpassing $4.00 per pound of green coffee, reaching all-time highs.
Added
Increased indebtedness may also limit our ability to adjust to rapidly changing market conditions, making us more vulnerable to general adverse industry and economic conditions, which could create a competitive disadvantage relative to our competitors.
Removed
We have historically utilized, and expect to continue to utilize, various types of derivative instruments, including forward contracts, futures contracts, and option contracts to hedge our exposure to the commodities price variability of green coffee.
Added
A change in the assumptions used to value our goodwill or other intangible assets, or the impairment of our goodwill or intangible assets, could negatively impact our financial condition and operating results. Goodwill represents the excess of cost over fair value of net assets acquired in a business combination.
Removed
RTC, our coffee exporting business headquartered in Rwanda, is also operated as a separate subsidiary. As a purchaser and reseller of coffee, Falcon engages in commodity hedging and is reliant on third-party logistics suppliers to fulfill its commitments.
Added
Certain provisions in Westrock’s certificate of incorporation and bylaws, the Investor Rights Agreement and of Delaware law may prevent or delay attempts to acquire a controlling interest in Westrock, which could decrease the trading price of Common Shares.
Removed
Coffee growing countries have been dramatically affected by these climate changes.
Added
The Company anticipates that it will no longer be an emerging growth company as of December 31, 2026 and, as a result, we will no longer be able to take advantage of the reduced disclosure and other obligations that are available to emerging growth companies after that date.
Removed
At this time, it is too early to determine what impact these inflationary pressures and supply chain disruptions will have on our long-term growth strategies, as there is uncertainty in how long these risks may persist, and to what extent we will be successful in passing these increased costs to our customers. ​ Item 1B. Unresolved Staff Comments None. ​
Added
During 2024 and 2025, market prices for green coffee were elevated relative to historical prices, at times exceeding $4.00 per pound of green coffee for sustained periods of time.
Added
Elevated market prices impact the entire supply chain, as exporters, traders, suppliers and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge. Additionally, specialty green coffees tend to trade on a negotiated basis at a premium above the “C” market price.
Added
The rainy and dry seasons are becoming unpredictable in their start and length, which is affecting the development of coffee cherries.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CIO and the Audit & Finance Committee monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes. ​ 25 Table of Contents Our DOIS has nearly a decade of experience within cybersecurity functions and his skillset includes security architecture and engineering, incident response and penetration testing.
Biggest changeExecutive management and the Audit & Finance Committee monitor the prevention, detection, 24 Table of Contents mitigation and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes. ​ The Audit & Finance Committee regularly reviews our cybersecurity program with executive management and reports to the Board of Directors .
Additionally, on a quarterly basis, members of the Audit & Finance Committee receive updates from our CIO regarding matters of cybersecurity, including, but not limited to, information on new and/or existing cybersecurity risks and management’s response to such risks, cybersecurity and data privacy incidents, if any, and status on key information security initiatives. ​
Additionally, on a quarterly basis, members of the Audit & Finance Committee receive updates from executive management regarding matters of cybersecurity, including, but not limited to, information on new and/or existing cybersecurity risks and management’s response to such risks, cybersecurity and data privacy incidents, if any, and status on key information security initiatives. ​
The Company’s cybersecurity organization is led by our Director of Information Security (“DOIS”), who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Senior Vice President and Chief Information Officer (“CIO”).
The Company’s cybersecurity organization is currently led by our Vice President of Systems Infrastructure, who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Chief Trade & Risk Officer.
Removed
Our CIO joined the Company in 2023 and most recently served as CIO and VP at another large, publicly-traded organization and has held other vital IT positions over the course of his over 25 year career. ​ The Audit & Finance Committee regularly reviews our cybersecurity program with our CIO and management and reports to the Board of Directors.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeProperties The following table summarizes the principal properties used by Westrock in connection with its roasting, manufacturing, and distribution operations, by segment as of December 31, 2024. ​ ​ ​ ​ ​ ​ Approximate Size ​ ​ ​ Location in Square Feet Purpose Owned / Leased Segment Concord, NC (Main) 256,000 Roasting, Manufacturing, Distribution Owned Beverage Solutions Concord, NC (Commercial Park) 110,000 Manufacturing Owned Beverage Solutions North Little Rock, AR (Collins) 85,000 Roasting, Manufacturing Owned Beverage Solutions Conway, AR (Exchange) 524,000 Roasting, Manufacturing, Distribution Owned Beverage Solutions Conway, AR (Clark) 530,000 Distribution Leased Beverage Solutions Kigali, Rwanda 64,000 Manufacturing, Export Owned SS&T Johor Bahru, Malaysia 92,000 Roasting, Manufacturing Leased Beverage Solutions ​ Management believes that the Company’s sites are adequate to support the business and that the properties have been well maintained.
Biggest changeProperties The following table summarizes the principal properties used by Westrock in connection with its roasting, manufacturing, and distribution operations, by segment as of December 31, 2025. ​ ​ ​ ​ ​ ​ Approximate Size ​ ​ ​ Location in Square Feet Purpose Owned / Leased Segment Concord, NC (Main) 256,000 Roasting, Manufacturing, Distribution Owned Beverage Solutions Concord, NC (Commercial Park) 110,000 Manufacturing Owned Beverage Solutions North Little Rock, AR (Collins) 85,000 Roasting, Manufacturing Owned Beverage Solutions Conway, AR (Exchange) 524,000 Roasting, Manufacturing, Distribution Owned Beverage Solutions Conway, AR (Clark) 530,000 Manufacturing, Distribution Leased Beverage Solutions Johor Bahru, Malaysia 92,000 Roasting, Manufacturing Leased Beverage Solutions ​ Management believes that the Company’s sites are adequate to support the business and that the properties have been well maintained.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. ​ ​ 26 Table of Contents PART II
Biggest changeMine Safety Disclosures Not applicable. ​ ​ 25 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed2 unchanged
Biggest changeThe graph assumes $100 was invested in the Company’s Common Shares and each of the indices listed above on August 29, 2022 (and all dividends, if any, were reinvested). ​ ​ ​ 27 Table of Contents Cumulative Total Stockholder Returns Based on Investment of $100.00 Beginning on August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/29/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 Westrock Coffee Company ​ $ 100.00 ​ $ 89.75 ​ $ 116.07 ​ $ 106.33 ​ $ 94.43 ​ $ 76.97 ​ $ 88.69 ​ $ 89.73 ​ $ 88.86 ​ $ 56.46 ​ $ 55.76 NASDAQ Composite ​ ​ 100.00 ​ ​ 88.06 ​ ​ 87.37 ​ ​ 102.26 ​ ​ 115.61 ​ ​ 111.06 ​ ​ 126.37 ​ ​ 138.14 ​ ​ 149.84 ​ ​ 153.97 ​ ​ 163.74 S&P 500 ​ ​ 100.00 ​ ​ 89.11 ​ ​ 95.85 ​ ​ 103.04 ​ ​ 112.04 ​ ​ 108.38 ​ ​ 121.05 ​ ​ 133.82 ​ ​ 139.56 ​ ​ 147.77 ​ ​ 151.33 S&P Food & Beverage Select Industry Index ​ ​ 100.00 ​ ​ 88.89 ​ ​ 96.87 ​ ​ 99.38 ​ ​ 98.53 ​ ​ 92.82 ​ ​ 98.96 ​ ​ 104.82 ​ ​ 101.10 ​ ​ 106.94 ​ ​ 104.21 ​ ​ Issuer Purchases of Equity Securities ​ During the quarter ended December 31, 2024, there was no share repurchase activity made by or on behalf of the Company. ​ Item 6. [Reserved] ​
Biggest changeThe graph assumes $100 was invested in the Company’s Common Shares and each of the indices listed above on August 29, 2022 (and all dividends, if any, were reinvested). ​ ​ ​ 26 Table of Contents Cumulative Total Stockholder Returns Based on Investment of $100.00 Beginning on August 29, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8/29/2022 ​ ​ ​ 9/30/2022 ​ ​ ​ 12/31/2022 ​ ​ ​ 3/31/2023 ​ ​ ​ 6/30/2023 ​ ​ ​ 9/30/2023 ​ ​ ​ 12/31/2023 ​ ​ ​ 3/31/2024 Westrock Coffee Company ​ $ 100.00 ​ $ 89.75 ​ $ 116.07 ​ $ 106.33 ​ $ 94.43 ​ $ 76.97 ​ $ 88.69 ​ $ 89.73 NASDAQ Composite ​ ​ 100.00 ​ ​ 88.06 ​ ​ 87.37 ​ ​ 102.26 ​ ​ 115.61 ​ ​ 111.06 ​ ​ 126.37 ​ ​ 138.14 S&P 500 ​ ​ 100.00 ​ ​ 89.11 ​ ​ 95.85 ​ ​ 103.04 ​ ​ 112.04 ​ ​ 108.38 ​ ​ 121.05 ​ ​ 133.82 S&P Food & Beverage Select Industry Index ​ ​ 100.00 ​ ​ 88.89 ​ ​ 96.87 ​ ​ 99.38 ​ ​ 98.53 ​ ​ 92.82 ​ ​ 98.96 ​ ​ 104.82 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/30/2024 ​ ​ ​ 9/30/2024 ​ ​ ​ 12/31/2024 ​ ​ ​ 3/31/2025 ​ ​ ​ 6/30/2025 ​ ​ ​ 9/30/2025 ​ ​ ​ 12/31/2025 ​ ​ ​ ​ ​ Westrock Coffee Company ​ $ 88.86 ​ $ 56.46 ​ $ 55.76 ​ $ 62.71 ​ $ 49.76 ​ $ 42.21 ​ $ 35.35 ​ ​ ​ NASDAQ Composite ​ ​ 149.84 ​ ​ 153.97 ​ ​ 163.74 ​ ​ 146.94 ​ ​ 173.33 ​ ​ 193.11 ​ ​ 198.36 ​ ​ ​ S&P 500 ​ ​ 139.56 ​ ​ 147.77 ​ ​ 151.33 ​ ​ 144.87 ​ ​ 160.72 ​ ​ 173.78 ​ ​ 178.39 ​ ​ ​ S&P Food & Beverage Select Industry Index ​ ​ 101.10 ​ ​ 106.94 ​ ​ 104.21 ​ ​ 102.80 ​ ​ 101.42 ​ ​ 101.83 ​ ​ 100.01 ​ ​ ​ ​ ​ Issuer Purchases of Equity Securities ​ During the quarter ended December 31, 2025, there was no share repurchase activity made by or on behalf of the Company. ​ Item 6. [Reserved] ​
Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. ​ Stock Performance Graph ​ The following graph shows the cumulative total shareholder returns for our Common Shares from August 29, 2022 through December 31, 2024, relative to the performance of the Nasdaq Composite Total Return (broad market comparison), the S&P 500 (broad market comparison) and the S&P Food and Beverage Select Industry Index (line of business comparison).
Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. ​ Stock Performance Graph ​ The following graph shows the cumulative total shareholder returns for our Common Shares from August 29, 2022 through December 31, 2025, relative to the performance of the Nasdaq Composite Total Return (broad market comparison), the S&P 500 (broad market comparison) and the S&P Food and Beverage Select Industry Index (line of business comparison).
As of February 28, 2025, there were 18 holders of record of our Common Shares, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions. ​ Dividend Policy ​ We have not declared or paid any dividends on our Common Shares as of December 31, 2024.
As of February 27, 2026, there were 18 holders of record of our Common Shares, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions. ​ Dividend Policy ​ We have not declared or paid any dividends on our Common Shares as of December 31, 2025.

Item 7. Management's Discussion & Analysis

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

107 edited+57 added−62 removed74 unchanged
Biggest changeOur income tax benefit for the year ended December 31, 2023 is primarily comprised of federal and state benefits, at statutory rates, of $9.4 million and $2.1 million of tax benefit resulting from the change in fair value of warrants, offset by $4.4 million of expense related to increases in the valuation allowance against our deferred tax assets. ​ ​ 37 Table of Contents Comparison of the Years Ended December 31, 2023 and 2022 The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended % of ​ Year Ended % of (Thousands) ​ December 31, 2023 ​ Revenues ​ December 31, 2022 ​ Revenues Net Sales ​ $ 864,714 ​ 100.0 % ​ $ 867,872 ​ 100.0 % Costs of sales ​ 724,856 83.8 % ​ 715,107 82.4 % Gross profit ​ 139,858 16.2 % ​ 152,765 17.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ 144,577 16.7 % ​ 129,985 15.0 % Transaction, restructuring and integration expense ​ 14,557 1.7 % ​ 13,169 1.5 % Impairment charges ​ ​ — 0.0 % ​ — 0.0 % Loss on disposal of property, plant and equipment ​ 1,153 0.1 % ​ 935 0.1 % Total operating expenses ​ 160,287 18.5 % ​ 144,089 16.6 % Income (loss) from operations ​ (20,429) (2.4) % ​ 8,676 1.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 29,157 ​ 3.4 % ​ ​ 35,497 ​ 4.1 % Change in fair value of warrant liabilities ​ (10,207) (1.2) % ​ 29,675 3.4 % Other, net ​ 1,446 0.2 % ​ (1,146) (0.1) % Loss before income taxes and equity in earnings from unconsolidated entities ​ (40,825) (4.7) % ​ (55,350) (6.4) % Income tax expense (benefit) ​ (6,358) (0.7) % ​ 111 0.0 % Equity in (earnings) loss from unconsolidated entities ​ ​ 100 ​ 0.0 % ​ ​ — 0.0 % Net loss ​ $ (34,567) (4.0) % ​ $ (55,461) (6.4) % Net income (loss) attributable to non-controlling interest ​ 15 0.0 % ​ (276) (0.0) % Net loss attributable to shareholders ​ (34,582) (4.0) % ​ (55,185) (6.4) % Accretion of Series A Convertible Preferred Shares ​ ​ (161) ​ (0.0) % ​ ​ (1,316) ​ (0.2) % Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net ​ ​ — ​ 0.0 % ​ ​ (2,870) ​ (0.3) % Common equivalent preferred dividends ​ ​ — ​ 0.0 % ​ ​ (4,380) ​ (0.5) % Accumulating preferred dividends ​ — 0.0 % ​ (13,882) (1.6) % Net loss attributable to common shareholders ​ $ (34,743) (4.0) % ​ $ (77,633) (8.9) % ​ ​ 38 Table of Contents Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2023 2022 Beverage Solutions ​ $ 722,865 ​ $ 685,303 Sustainable Sourcing & Traceability (1) ​ 141,849 ​ 182,569 Total net sales ​ $ 864,714 ​ $ 867,872 ​ (1) Net of i ntersegment revenues.
Biggest changeResults of Operations Comparison of the Years Ended December 31, 2025 and 2024 The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ % of ​ Year Ended ​ ​ ​ % of (Dollars in Thousands) ​ December 31, 2025 ​ Revenues ​ December 31, 2024 ​ Revenues Net Sales ​ $ 1,188,952 ​ 100.0 % ​ $ 850,726 ​ 100.0 % Costs of sales ​ 1,038,188 87.3 % ​ 696,952 81.9 % Gross profit ​ 150,764 12.7 % ​ 153,774 18.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ 185,469 15.6 % ​ 185,137 21.8 % Transaction, restructuring and integration expense ​ 9,475 0.8 % ​ 13,797 1.6 % Impairment charges ​ ​ — 0.0 % ​ 5,686 0.7 % Loss (gain) on disposal of property, plant and equipment ​ 1,278 0.1 % ​ (1,722) (0.2) % Total operating expenses ​ 196,222 16.5 % ​ 202,898 23.8 % Loss from operations ​ (45,458) (3.8) % ​ (49,124) (5.8) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 55,747 ​ 4.7 % ​ ​ 33,856 ​ 4.0 % Change in fair value of warrant liabilities ​ — 0.0 % ​ (7,015) (0.8) % Other, net ​ (4,087) (0.3) % ​ 413 0.0 % Loss before income taxes and equity in earnings from unconsolidated entities ​ (97,118) (8.2) % ​ (76,378) (9.0) % Income tax expense (benefit) ​ (1,748) (0.1) % ​ 3,728 0.4 % Equity in (earnings) loss from unconsolidated entities ​ ​ (4,925) (0.4) % ​ 192 0.0 % Net loss ​ $ (90,445) (7.6) % ​ $ (80,298) (9.4) % Amortization of Series A Convertible Preferred Shares ​ ​ 347 ​ 0.0 % ​ ​ 349 ​ 0.0 % Net loss attributable to common shareholders ​ $ (90,098) (7.6) % ​ $ (79,949) (9.4) % ​ ​ 30 Table of Contents Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Beverage Solutions ​ $ 908,449 ​ $ 659,383 Sustainable Sourcing & Traceability (1) ​ 280,503 ​ 191,343 Total net sales ​ $ 1,188,952 ​ $ 850,726 (1) Net of i ntersegment revenues.
Pursuant to the terms of the Convertible Notes, noteholders may convert their Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.
Pursuant to the terms of the 2029 Convertible Notes, noteholders may convert their 2029 Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.
Selling, General and Administrative Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ % of Segment ​ ​ % of Segment (Dollars in Thousands) ​ Amount ​ Revenues ​ Amount ​ Revenues Beverage Solutions ​ $ 173,879 26.4 % $ 134,542 18.6 % Sustainable Sourcing & Traceability ​ 11,258 5.9 % 10,035 7.1 % Total selling, general and administrative expense ​ $ 185,137 21.8 % $ 144,577 16.7 % ​ 35 Table of Contents Total selling, general and administrative expense in our Beverage Solutions segment increased $39.3 million to $173.9 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Selling, General and Administrative Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ % of Segment ​ ​ ​ ​ ​ ​ ​ ​ % of Segment (Thousands) ​ Amount ​ Revenues ​ Amount ​ Revenues Beverage Solutions ​ $ 173,879 ​ ​ ​ 26.4 % $ 134,542 ​ ​ ​ 18.6 % Sustainable Sourcing & Traceability ​ 11,258 5.9 % 10,035 7.1 % Total selling, general and administrative expense ​ $ 185,137 21.8 % $ 144,577 16.7 % ​ 35 Table of Contents Total selling, general and administrative expense in our Beverage Solutions segment increased $39.3 million to $173.9 million for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The Company believes that providing these non-GAAP financial measures to investors helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance. We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization.
The Company believes that providing these non-GAAP financial measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance. We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization.
Cash interest increased $13.6 million and is attributable to increased interest associated with our term loan and delayed draw term loan facilities, primarily due to higher outstanding borrowings, $3.2 million of interest on our Convertible Notes that were issued in February of 2024, and $4.1 million of increased interest expense associated with our supply chain financing program, due to increased average borrowings outstanding in 2024 compared to 2023.
Cash interest increased $13.6 million and is attributable to increased interest associated with our term loan and delayed draw term loan facilities, primarily due to higher outstanding borrowings, $3.2 million of interest on our 2029 Convertible Notes that were issued in February of 2024, and $4.1 million of increased interest expense associated with our supply chain financing program, due to increased average borrowings outstanding in 2024 compared to 2023.
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S.
Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S.
The Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum. The Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Consolidated Balance Sheets.
The 2029 Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum. The 2029 Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Consolidated Balance Sheets.
If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as paying dividends on the Common Shares, repurchases of Common Shares, financing acquisitions or other expansions, paying employee incentives and executing its business strategy.
If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as paying dividends on the Common Shares, purchasing Common Shares, financing acquisitions or other expansions, paying employee incentives and/or executing its business strategy.
The Credit Agreement, as amended through the Third Amendment, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $15 million and (ii) an anti-cash hoarding covenant, which shall be 46 Table of Contents effective only during the Covenant Relief Period, requiring the Borrower to have no more than $20 million of unrestricted cash on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.
The Credit Agreement, as amended through the Third Amendment, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month 43 Table of Contents commencing March 29, 2024, to be less than $15 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $20 million of unrestricted cash, as defined within the Third Amendment of the Credit Agreement, on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.
Accordingly, if our current estimates of undiscounted cash flows are not realized, it is possible that an impairment charge may be recorded in the future. ​ 43 Table of Contents Income Taxes We are subject to federal, state, local and foreign tax laws. We utilize the asset and liability method in accounting for income taxes.
Accordingly, if our current estimates of undiscounted cash flows are not realized, it is possible that an impairment charge may be recorded in the future. ​ Income Taxes We are subject to federal, state, local and foreign tax laws. We utilize the asset and liability method in accounting for income taxes.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion of our financial condition at December 31, 2024 and 2023 and our results of operations for each of the years in the three-year period ended December 31, 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion of our financial condition at December 31, 2025 and 2024 and our results of operations for each of the years in the three-year period ended December 31, 2025.
Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2024, all of our goodwill is assigned to our Beverage Solutions reporting unit.
Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2025, all of our goodwill is assigned to our Beverage Solutions reporting unit.
Failure to meet our financial targets, including any adverse impact from changes or further delays in the estimated timing and volume of products to be commercialized in our extract and ready-to-drink manufacturing facility in Conway, Arkansas, may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants and may require us to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition, covenant compliance and ability to achieve our intended business objectives.
Failure to meet our financial targets, including any adverse impact from changes or further delays in the estimated timing and volume of products to be commercialized in our Conway Facility, may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants and may require us to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition, covenant compliance and ability to achieve our intended business objectives.
Overview Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, noncommercial account, CPG, and hospitality industries around the world. ​ Our platform is built upon four fundamental pillars that enable us to positively impact the coffee, tea, flavors, extracts, and ingredients ecosystems from crop to cup: (i) we operate a transparent supply chain, (ii) we develop innovative beverage solutions tailored to our customers’ specific needs, (iii) we deliver a high quality and comprehensive set of products to our customers, and (iv) we leverage our scaled international presence to serve our blue-chip customer base.
Overview Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, consumer packaged goods (“CPG”), and hospitality industries around the world. ​ Our platform is built upon four fundamental pillars that enable us to positively impact the coffee, tea, flavors, extracts, and ingredients ecosystems from crop to cup: (i) we operate a transparent supply chain, (ii) we develop innovative beverage solutions tailored to our customers’ specific needs, (iii) we deliver a high quality and comprehensive set of products to our customers, and (iv) we leverage our scaled international presence to serve our blue-chip customer base.
Leading brands choose us because we are singularly positioned to meet their needs, while simultaneously driving a new standard for sustainably and responsibly sourced products. We operate our business in two segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”).
Leading brands choose us because we are singularly positioned to meet their needs, while simultaneously driving a new standard for sustainably and responsibly sourced products. We manage our business in two operating segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”).
Tax laws are complex and subject to different interpretation by the taxpayer and the relevant government taxing authorities. In the normal course of business, we are routinely subjected to examinations and audits from federal, state and local taxing authorities regarding tax positions taken by us and the determination of the amount of tax due.
Tax laws are complex and subject to different interpretation by the taxpayer and the relevant government taxing authorities. In the normal course of business, we are routinely subjected to examinations and audits from federal, state 39 Table of Contents and local taxing authorities regarding tax positions taken by us and the determination of the amount of tax due.
We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings.
We provide products in a variety of 27 Table of Contents packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings.
All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets. ​ Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus an applicable margin. ​ At December 31, 2024, we had $112.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.6%, and we had $2.6 million of standby letters of credit outstanding.
All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets. ​ Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus an applicable margin. ​ At December 31, 2025, we had $145.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.9%, and we had $2.0 million of standby letters of credit outstanding.
We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. 42 Table of Contents If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists.
We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists.
Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions and this may adversely affect our business and financial condition and ability to execute on our business 50 Table of Contents strategy.
Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions and this may adversely affect our business and financial condition and ability to execute on our business strategy.
If it is determined that we have insufficient liquidity to fund our near-term growth strategies, we may delay and/or reprioritize our near-term growth strategies, which may have an adverse impact on our ability to achieve our growth objectives. ​ We believe that cash from operations, borrowings available under the Revolving Credit Facility and our ability to obtain future financing will provide sufficient cash on hand to fund our long-term growth strategies, which include (i) expanding geographically and (ii) finding accretive acquisitions. ​ Redemptions of Series A Preferred Shares After February 26, 2028, any holder of Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume-weighted average price per Common Share for the ten (10) trading days ending on and including the trading day immediately preceding the redemption notice date.
We believe that cash from operations, borrowings available under the Revolving Credit Facility and our ability to obtain future financing will provide sufficient cash on hand to fund our long-term liquidity needs and growth strategies, which include (i) expanding geographically and (ii) finding accretive acquisitions. ​ Redemptions of Series A Preferred Shares After February 26, 2028, any holder of Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume-weighted average price per Common Share for the ten (10) trading days ending on and including the trading day immediately preceding the redemption notice date.
At December 31, 2024, the interest rate applicable to our Term Loan Facility was 8.2% and the interest rate applicable to our Delayed Draw Term Loan Facility was 9.2%. ​ On February 15, 2024, the Borrower entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement.
At December 31, 2025, the interest rate applicable to our Term Loan Facility was 7.9% and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.2%. ​ On February 15, 2024, the Company entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement.
Our income tax expense for the year ended December 31, 2022 is primarily comprised of federal and state benefits, at statutory rates, of $13.1 million, offset by $6.2 million of tax expense resulting from the change in fair value of warrants and $7.3 million of expense related to increases in the valuation allowance against our deferred tax assets. ​ Critical Accounting Estimates Our Consolidated Financial Statements and related notes presented in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K have been prepared in accordance with GAAP.
Our income tax benefit for the year ended December 31, 2023 is primarily comprised of federal and state benefits, at statutory rates, of $9.4 million and $2.1 million of tax benefit resulting from the change in fair value of warrants, offset by $4.4 million of expense related to increases in the valuation allowance against our deferred tax assets. ​ Critical Accounting Estimates Our Consolidated Financial Statements and related notes presented in Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K have been prepared in accordance with GAAP.
International Debt and Lending Facilities On March 21, 2023, we entered into a $70.0 million working capital trade finance facility with multiple financial institutions through our subsidiary, Falcon Coffees Limited (“Falcon”). The facility was set to mature one year from inception.
International Debt and Lending Facilities On March 21, 2023, we entered into a $70.0 million working capital trade finance facility with multiple financial institutions through our subsidiary, Falcon Coffees Limited (“Falcon”). The facility matured one year from inception.
Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth. Falcon was in compliance with these financial covenants as of December 31, 2024. ​ On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions.
Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of December 31, 2025. ​ On March 5, 2026, Falcon renewed its working capital trade finance facility with multiple institutions.
The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, is $200.0 million.
The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended through the Fourth Amendment, is $200.0 million.
Accordingly, the Westrock Public Warrants were suspended from trading on Nasdaq as of the close of business on October 15, 2024, and were delisted. ​ Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended % of ​ Year Ended % of (Dollars in Thousands) ​ December 31, 2024 ​ Revenues ​ December 31, 2023 ​ Revenues Net Sales ​ $ 850,726 ​ 100.0 % ​ $ 864,714 ​ 100.0 % Costs of sales ​ 696,952 81.9 % ​ 724,856 83.8 % Gross profit ​ 153,774 18.1 % ​ 139,858 16.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ 185,137 21.8 % ​ 144,577 16.7 % Transaction, restructuring and integration expense ​ 13,797 1.6 % ​ 14,557 1.7 % Impairment charges ​ ​ 5,686 0.7 % ​ — 0.0 % (Gain) loss on disposal of property, plant and equipment ​ (1,722) (0.2) % ​ 1,153 0.1 % Total operating expenses ​ 202,898 23.8 % ​ 160,287 18.5 % Loss from operations ​ (49,124) (5.8) % ​ (20,429) (2.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 33,856 ​ 4.0 % ​ ​ 29,157 ​ 3.4 % Change in fair value of warrant liabilities ​ (7,015) (0.8) % ​ (10,207) (1.2) % Other, net ​ 413 0.0 % ​ 1,446 0.2 % Loss before income taxes and equity in earnings from unconsolidated entities ​ (76,378) (9.0) % ​ (40,825) (4.7) % Income tax expense (benefit) ​ 3,728 0.4 % ​ (6,358) (0.7) % Equity in (earnings) loss from unconsolidated entities ​ ​ 192 0.0 % ​ 100 0.0 % Net loss ​ $ (80,298) (9.4) % ​ $ (34,567) (4.0) % Net income (loss) attributable to non-controlling interest ​ — 0.0 % ​ 15 0.0 % Net loss attributable to shareholders ​ (80,298) (9.4) % ​ (34,582) (4.0) % Accretion of Series A Convertible Preferred Shares ​ ​ 349 ​ 0.0 % ​ ​ (161) ​ (0.0) % Net loss attributable to common shareholders ​ $ (79,949) (9.4) % ​ $ (34,743) (4.0) % ​ ​ 34 Table of Contents Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2024 2023 Beverage Solutions ​ $ 659,383 ​ $ 722,865 Sustainable Sourcing & Traceability (1) ​ 191,343 ​ 141,849 Total net sales ​ $ 850,726 ​ $ 864,714 (1) Net of i ntersegment revenues.
Our income tax expense for the year ended December 31, 2024 is primarily comprised of $20.8 million of expense related to increases in the valuation allowance against our deferred tax assets, offset by federal and state benefits, at statutory rates, of $18.2 million and $1.5 million of tax benefit resulting from the change in fair value of warrants. ​ ​ 33 Table of Contents Comparison of the Years Ended December 31, 2024 and 2023 The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ % of ​ Year Ended ​ ​ ​ % of (Thousands) ​ December 31, 2024 ​ Revenues ​ December 31, 2023 ​ Revenues Net Sales ​ $ 850,726 ​ 100.0 % ​ $ 864,714 ​ 100.0 % Costs of sales ​ 696,952 81.9 % ​ 724,856 83.8 % Gross profit ​ 153,774 18.1 % ​ 139,858 16.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ 185,137 21.8 % ​ 144,577 16.7 % Transaction, restructuring and integration expense ​ 13,797 1.6 % ​ 14,557 1.7 % Impairment charges ​ ​ 5,686 0.7 % ​ — 0.0 % (Gain) loss on disposal of property, plant and equipment ​ (1,722) (0.2) % ​ 1,153 0.1 % Total operating expenses ​ 202,898 23.8 % ​ 160,287 18.5 % Loss from operations ​ (49,124) (5.8) % ​ (20,429) (2.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 33,856 ​ 4.0 % ​ ​ 29,157 ​ 3.4 % Change in fair value of warrant liabilities ​ (7,015) (0.8) % ​ (10,207) (1.2) % Other, net ​ 413 0.0 % ​ 1,446 0.2 % Loss before income taxes and equity in earnings from unconsolidated entities ​ (76,378) (9.0) % ​ (40,825) (4.7) % Income tax expense (benefit) ​ 3,728 0.4 % ​ (6,358) (0.7) % Equity in (earnings) loss from unconsolidated entities ​ ​ 192 ​ 0.0 % ​ ​ 100 0.0 % Net loss ​ $ (80,298) (9.4) % ​ $ (34,567) (4.0) % Net loss attributable to non-controlling interest ​ ​ — ​ 0.0 % ​ ​ 15 ​ 0.0 % Net loss attributable to shareholders ​ ​ (80,298) ​ (9.4) % ​ ​ (34,582) ​ (4.0) % Amortization (accretion) of Series A Convertible Preferred Shares ​ ​ 349 ​ 0.0 % ​ ​ (161) ​ (0.0) % Net loss attributable to common shareholders ​ $ (79,949) (9.4) % ​ $ (34,743) (4.0) % ​ ​ 34 Table of Contents Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) ​ ​ ​ 2024 ​ ​ ​ 2023 Beverage Solutions ​ $ 659,383 ​ $ 722,865 Sustainable Sourcing & Traceability (1) ​ 191,343 ​ 141,849 Total net sales ​ $ 850,726 ​ $ 864,714 ​ (1) Net of i ntersegment revenues.
We define “Consolidated Adjusted EBITDA” as EBITDA before equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integration related costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc., impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway extract and ready-to-drink facility into commercial production, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented).
We define “Consolidated Adjusted EBITDA” as EBITDA before equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integration related costs, impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway Facility into commercial production, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented).
Further, our computations of EBITDA and Consolidated Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Consolidated Adjusted EBITDA differently than we do. 29 Table of Contents The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (Thousands) 2024 2023 2022 ​ Net loss ​ $ (80,298) ​ $ (34,567) ​ $ (55,461) ​ Interest expense ​ 33,856 ​ 29,157 ​ 35,497 ​ Income tax expense (benefit) ​ 3,728 ​ (6,358) ​ 111 ​ Depreciation and amortization ​ 34,745 ​ 26,584 ​ 24,210 ​ EBITDA ​ (7,969) ​ 14,816 ​ 4,357 ​ Transaction, restructuring and integration expense ​ 13,797 ​ 14,557 ​ 13,169 ​ Change in fair value of warrant liabilities ​ ​ (7,015) ​ ​ (10,207) ​ ​ 29,675 ​ Management and consulting fees (S&D Coffee, Inc. acquisition) ​ — ​ 556 ​ 3,868 ​ Equity-based compensation ​ 11,608 ​ 8,708 ​ 2,631 ​ Impairment charges ​ ​ 5,686 ​ ​ — ​ ​ — ​ Conway extract and ready-to-drink facility pre-production costs ​ ​ 35,544 ​ ​ 11,698 ​ ​ — ​ Mark-to-market adjustments ​ (4,622) ​ (104) ​ 3,502 ​ (Gain) loss on disposal of property, plant and equipment ​ (1,722) ​ 1,153 ​ 935 ​ Other ​ 1,873 ​ 3,904 ​ 1,916 ​ Consolidated Adjusted EBITDA ​ $ 47,180 ​ $ 45,081 ​ $ 60,053 ​ ​ Refer to footnote 20 of Part II, Item 8 “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K, for information regarding our reportable segments, including disclosures of the Company’s segment performance measure.
Further, our computations of EBITDA and Consolidated Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Consolidated Adjusted EBITDA differently than we do. 41 Table of Contents The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (Thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Net loss ​ $ (90,445) ​ $ (80,298) ​ $ (34,567) ​ Interest expense ​ 55,747 ​ 33,856 ​ 29,157 ​ Income tax expense (benefit) ​ (1,748) ​ 3,728 ​ (6,358) ​ Depreciation and amortization ​ 55,836 ​ 34,745 ​ 26,584 ​ EBITDA ​ 19,390 ​ (7,969) ​ 14,816 ​ Transaction, restructuring and integration expense ​ 9,475 ​ 13,797 ​ 14,557 ​ Change in fair value of warrant liabilities ​ ​ — ​ ​ (7,015) ​ ​ (10,207) ​ Management and consulting fees (S&D Coffee, Inc. acquisition) ​ ​ — ​ ​ — ​ ​ 556 ​ Equity-based compensation ​ 14,552 ​ 11,608 ​ 8,708 ​ Impairment charges ​ ​ — ​ ​ 5,686 ​ ​ — ​ Conway extract and ready-to-drink facility pre-production costs ​ ​ 24,725 ​ ​ 35,544 ​ ​ 11,698 ​ Mark-to-market adjustments ​ 629 ​ (4,622) ​ (104) ​ Loss (gain) on disposal of property, plant and equipment ​ 1,278 ​ (1,722) ​ 1,153 ​ Other ​ (373) ​ 1,873 ​ 3,904 ​ Consolidated Adjusted EBITDA ​ $ 69,676 ​ $ 47,180 ​ $ 45,081 ​ ​ Refer to Note 20 of Part II, Item 8 “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K, for information regarding our reportable segments, including disclosures of the Company’s segment performance measure.
The increase is primarily due to a $30.6 million increase in expenses associated with our extract and ready-to-drink facility in Conway, Arkansas and a $6.7 million increase in personnel-related costs.
The increase is primarily due to a $30.6 million increase in expenses associated with the Conway Facility and a $6.7 million increase in personnel-related costs.
The initial conversion price of the Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.
The initial conversion price of the 2029 Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of 2029 Convertible Notes.
During the year ended December 31, 2024, the Company capitalized approximately $11.7 million of interest costs associated with the build out of our extract and ready-to-drink facility in Conway, Arkansas, compared to $3.2 million of such interest for the year ended December 31, 2023.
During the year ended December 31, 2024, the Company capitalized approximately $11.7 million of interest costs associated with the build out of the Conway Facility, compared to $3.2 million of such interest for the year ended December 31, 2023.
This increase impacts the entire coffee supply chain, as exporters, traders, suppliers, and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge.
Elevated market prices impact the entire supply chain, as exporters, traders, suppliers and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge.
At December 31, 2024, a 10% change in the price of coffee would have had an approximately $4.8 million impact on the value of our green coffee inventory.
At December 31, 2025, a 10% change in the price of coffee would have had an approximately $7.5 million impact on the value of our green coffee inventory.
A prolonged increase in “C” market prices may require us to evaluate our allocation of working capital, and if we are not able to effectively manage our working capital, or do not have access to sufficient working capital to meet our 45 Table of Contents purchasing needs for green coffee, other commodity inputs, ingredients or supplies (such as materials used in our packaging), we may need to access the debt or equity capital markets, and there is no assurance that we will be able to do so on terms that are favorable to the Company or at all.
A prolonged increase in “C” market prices and/or tariff-impacted costs combined with the near-term costs associated with continuing to scale-up the remaining portions of the Conway Facility, may require us to evaluate our allocation of working capital, and if we are not able to effectively manage our working capital, or do not have access to sufficient working capital to meet our purchasing needs for green coffee, other commodity inputs, ingredients or supplies (such as materials used in our packaging), we may need to access the debt or equity capital markets, and there is no assurance that we will be able to do so on terms that are favorable to the Company or at all.
At December 31, 2024, the carrying value of the Convertible Notes was $71.6 million, of which $49.7 million was from related parties.
At December 31, 2025, the carrying value of the 2029 Convertible Notes was $71.7 million, of which $49.8 million was from related parties.
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the 48 Table of Contents greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). ​ On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions.
We believe cash from operations and borrowings available under the Revolving Credit Facility will provide sufficient cash on-hand to fund our near-term growth strategies, which include, (i) extending and enhancing product offerings through innovation, (ii) expanding our customer base and (iii) continuing to drive margin expansion.
We have completed the majority of the capital expenditures related to the Conway Facility, and we believe cash from operations, and borrowings available under the Revolving Credit Facility will provide sufficient cash on-hand to fund our operating expenses, debt service, near-term investment activities and near-term growth strategies, which include, (i) extending and enhancing product offerings through innovation, (ii) expanding our customer base and (iii) continuing to drive margin expansion.
Accordingly, we classified the warrants as liabilities at their fair value and adjusted the warrants to fair value at each reporting period, with changes in fair value being recognized in our Consolidated Statements of Operations.
Accordingly, we classified the Warrants as liabilities at their fair value and adjusted the Warrants to fair value at each reporting period, with changes in fair value being recognized in our Consolidated Statements of Operations. The Company re-measured the fair value of the public Warrants based on the quoted market price of the public Warrants.
During the Covenant Relief Period, the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments will be more limited. The Third Amendment permits the Company to issue convertible notes, including the Convertible Notes.
The Third Amendment permits the Company to issue convertible notes, including the 2029 Convertible Notes, and limited the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments.
In addition, a persistent increase in coffee costs could also adversely affect consumer demand as producers attempt to pass higher costs down the supply chain. Where possible, we seek to recover inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases may lag our cost increases, including increases in commodity costs.
A persistent increase in coffee costs or tariff-impacted equipment or material costs, could adversely affect consumer demand as producers attempt to pass higher costs down the supply chain. Where possible, we will seek to recover tariff- and inflation-impacted costs by passing these costs onto our customers through periodic pricing increases.
The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts. Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer.
Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer.
On January 15, 2025, the Company, entered into an Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement. ​ The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower under the Credit Agreement by $25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”).
The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower under the Credit Agreement by $25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”).
At December 31, 2024, there was $4.5 million of outstanding borrowings under the facility, of which $3.5 million and $1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Consolidated Balance Sheets.
The facility will mature on December 31, 2028 and requires stepped repayments of $2.9 million throughout 2028. ​ At December 31, 2025, there was $6.4 million of outstanding borrowings under the facility, of which $5.4 million and $1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Consolidated Balance Sheets.
Supply Chain Finance Program The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $100.0 million.
Falcon was in compliance with these financial covenants as of December 31, 2025. ​ 47 Table of Contents Supply Chain Finance Program The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $100.0 million.
Income Tax Expense (Benefit) Income tax benefit for the year ended December 31, 2023 was $6.4 million, resulting in an effective tax rate of 15.6%.
Income Tax Expense (Benefit) Income tax benefit for the year ended December 31, 2025 was $1.7 million, resulting in an effective tax rate of 1.9%.
Our income tax benefit for the year ended December 31, 2023 is primarily comprised of federal and state benefits, at statutory rates, of $9.4 million and $2.1 million of tax benefit resulting from the change in fair value of warrants, offset by $4.4 million of expense related to increases in the valuation allowance against our deferred tax assets. ​ Income tax expense for the year ended December 31, 2022 was $0.1 million, resulting in an effective tax rate of (0.2%).
Our income tax benefit for the year ended December 31, 2025 is primarily comprised of $16.3 million of expense related to the increase in the valuation allowance against our deferred tax assets, offset by federal and state benefits, at statutory rates, of $19.3 million. ​ Income tax expense for the year ended December 31, 2024 was $3.7 million, resulting in an effective tax rate of (4.9%).
Significant Developments Convertible Notes Offering ​ On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “Convertible Notes”).
Significant Developments Convertible Notes Offering ​ On November 4, 2025, the Company sold and issued in a private placement $30.0 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “2031 Convertible Notes”).
Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions.
Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs.
See Note 12 to our Consolidated Financial Statements for additional discussion related to the Convertible Notes offering. ​ Credit Agreement Amendments ​ On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “First Amendment”) to its Credit Agreement dated as of August 29, 2022 among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, as collateral agent and as swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), which established a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million.
See Note 12 to our Consolidated Financial Statements for additional discussion related to the 2031 Convertible Notes offering. ​ Credit Agreement Amendments ​ On January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement dated as of August 29, 2022 among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, as collateral agent and as swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”).
Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin.
Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin. ​ On December 16, 2025, Falcon amended its working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund.
Furthermore, during the year ended December 31, 2023, the Company capitalized approximately $3.2 million of interest costs associated with the build-out of our extract and ready-to-drink facility in Conway, Arkansas, while no such interest was capitalized during the year ended December 31, 2022. 40 Table of Contents Change in Fair Value of Warrant Liabilities Warrant liabilities are adjusted to fair value at each reporting period, with any change in fair value recognized in the Consolidated Statements of Operations.
During the year ended December 31, 2025, the Company capitalized approximately $1.0 million of interest costs associated with the build-out of our Conway Facility, compared to $11.7 million of such interest costs for the year ended December 31, 2024. 32 Table of Contents Change in Fair Value of Warrant Liabilities Warrant liabilities are adjusted to fair value at each reporting period, with any change in fair value recognized in the Consolidated Statements of Operations.
However, the Company will continuously evaluate its liquidity needs, and may seek to opportunistically access additional liquidity, including through either the debt or equity capital markets.
However, the Company will continuously evaluate its liquidity needs, especially in light of “C” market price volatility and tariff and trading restrictions (as discussed above) and may seek to opportunistically access additional liquidity, including through either the debt or equity capital markets.
Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash.
These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts.
The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances.
The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.
The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 1, 2026 and (ii) any date following June 30, 2024, on which the borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
The Fifth Amendment modified and extended the existing Covenant Relief Period, which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions. ​ During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited.
The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
The Fifth Amendment modified and extended the existing Covenant Relief Period, which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions. ​ During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited.
Contractual and Other Obligations Our material contractual and other obligations include the payment of principal and interest under our debt obligations and future purchase of inventory obligations. Our Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments of 1.25% of the original principal.
Contractual and Other Obligations Our material contractual and other obligations include the payment of principal and interest under our debt obligations and future purchase of inventory obligations.
Our primary sources of liquidity and capital resources are cash on hand, cash provided by operating activities, and available borrowings under our Credit Agreement (as defined herein). Our ability to generate cash provided by operating activities is dependent on several factors, including our ability to generate net sales and manage costs in line with our expectations.
Our ability to generate cash provided by operating activities is dependent on several factors, including our ability to generate net sales and manage costs in line with our expectations.
The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, Common Shares, or a combination of cash and Common Shares. The Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the Convertible Notes in respect of the conversion of the Convertible Notes.
The Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2029 Convertible Notes in respect of the conversion of the 2029 Convertible Notes.
Off-Balance Sheet Arrangements As of the date of this Annual Report on Form 10-K, we do not have any off-balance sheet arrangements. Recent Accounting Pronouncements See Note 3, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in Part II, Item 8.
Recent Accounting Pronouncements See Note 3, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a detailed discussion of certain recent accounting pronouncements. ​
As of the date of this Annual Report on Form 10-K, the Company was in compliance with its financial covenants. ​ Equity Distribution Agreement ​ On March 15, 2024, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC and Truist Securities, Inc.
Equity Distribution Agreement ​ On March 15, 2024, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC and Truist Securities, Inc.
Under the Registration Statement, we have established an at-the-market common 49 Table of Contents stock offering program (the “ATM Program”) to sell shares of common stock not to exceed 5,000,000 Common Shares in the aggregate. During the year ended December 31, 2024, the Company sold 60,000 Common Shares under the ATM Program, resulting in net proceeds of $0.6 million.
Under the Registration Statement, we have established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock not to exceed 5,000,000 Common Shares in the aggregate.
Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment. 41 Table of Contents Substantially all our client contracts require that we be compensated for services performed to date. This is upon shipment of goods or upon delivery to the customer, depending on contractual terms.
Substantially all our client contracts require that we be compensated for services performed to date. This is upon the completion of production, shipment of goods or upon delivery of goods to the customer, depending on contractual terms.
Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows. Revenue from Forward Contracts (ASC 815) A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (“ASC 815”).
These transactions are accounted for as financing transactions in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.
As of December 31, 2024, there were $78.8 million obligations outstanding under the Program. At-the-Market Common Stock Offering Program We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time.
Cash flows related to Repo Transactions are reported as financing activities in our Consolidated Statements of Cash Flows. ​ At-the-Market Common Stock Offering Program We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time.
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). ​ Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage and inventory-backed lending facilities with a local bank in Rwanda: (a) a short-term trade finance facility with a balance of $4.0 million at December 31, 2024 and (b) a long-term note payable with a balance of $0.6 million at December 31, 2024, of which $0.4 million is reported in current maturities of long-term debt on the Consolidated Balance Sheets .
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal 46 Table of Contents Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). ​ On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $55.0 million to $75.0 million.
Falcon was in compliance with these financial covenants as of December 31, 2024. ​ On September 28, 2023, we entered into a $5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through our subsidiary, Falcon.
The facility size was increased from $102.5 million to $110.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. ​ On September 28, 2023, we entered into a $5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through our subsidiary, Falcon.
Future purchase obligations of $427.6 million as of December 31, 2024 consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. There are no material purchase obligations beyond 12 months.
We have no other material obligations to pay principal amounts of our long-term debt obligations prior to their maturity. Future purchase obligations of $240.3 million as of December 31, 2025 consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.
Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%) . ​ Warrant Exchange ​ On August 28, 2024, the Company announced that it had commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase Common Shares, which warrants trade on The Nasdaq Global Market (the “Nasdaq”) under the symbol “WESTW” (the “Westrock Public Warrants”), and (ii) private placement warrants to purchase Common Shares (the “Westrock Private Warrants” and, together with the Westrock Public Warrants, the “Westrock Warrants”).
Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). ​ On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions.
The increase in costs of sales was primarily driven by an increase in costs related to the acquisition of Kohana, increases in materials costs and an increase in flavors, extracts and ingredients volumes for the year ended December 31, 2023 compared to the year ended December 31, 2022.
The increase in costs of sales was primarily driven by an increase in the sales volumes, and the year over year growth in coffee commodity prices and tariffs for the year ended December 31, 2025 compared to the year ended December 31, 2024.
At December 31, 2024, the Company’s secured net leverage ratio was 4.71:1.00, compared to a maximum allowable ratio of 6.00:1.00, with such calculation set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except leverage ratio) Trailing Twelve-Months Beverage Solutions Segment Adjusted EBITDA ​ ​ $ 53,639 Permissible credit agreement adjustments 1 ​ ​ ​ 9,126 Trailing Twelve-Months Credit Agreement Adjusted EBITDA ​ ​ $ 62,765 ​ ​ ​ ​ ​ End of period: ​ ​ ​ ​ Term loan facility ​ ​ $ 155,313 Delayed draw term loan facility ​ ​ ​ 48,125 Revolving credit facility ​ ​ ​ 112,500 Letters of credit outstanding ​ ​ ​ 2,560 Secured debt ​ ​ ​ 318,498 Beverage Solutions unrestricted cash and cash equivalents ​ ​ ​ (22,917) Secured net debt ​ ​ $ 295,581 ​ ​ ​ ​ ​ Beverage Solutions Credit Agreement secured net leverage ratio ​ ​ ​ 4.71x ​ 1 – Primarily consists of $6.6 million of pro forma run-rate impact of cost savings initiatives enacted during the second quarter of 2024, as permitted by the Credit Agreement. ​ The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $2.8 million (1.25% of the original principal balance).
At December 31, 2025, the Company’s secured net leverage ratio was 3.85:1.00, compared to a maximum allowable ratio of 5.50:1.00, with such calculation set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except leverage ratio) ​ ​ ​ ​ ​ ​ Trailing Twelve-Months Beverage Solutions Segment Adjusted EBITDA ​ ​ $ 68,481 Permissible credit agreement adjustments 1 ​ ​ ​ 6,668 Trailing Twelve-Months Credit Agreement Adjusted EBITDA ​ ​ $ 75,149 ​ ​ ​ ​ ​ End of period: ​ ​ ​ ​ Term loan facility ​ ​ $ 145,469 Delayed draw term loan facility ​ ​ ​ 45,313 Revolving credit facility ​ ​ ​ 145,000 Letters of credit outstanding ​ ​ ​ 1,980 Secured debt ​ ​ ​ 337,762 Beverage Solutions unrestricted cash and cash equivalents ​ ​ ​ (48,232) Secured net debt ​ ​ $ 289,530 ​ ​ ​ ​ ​ Beverage Solutions Credit Agreement secured net leverage ratio ​ ​ ​ 3.85x ​ 1 – Primarily consists of $4.2 million of pro forma run-rate impact of cost savings initiatives, as permitted by the Credit Agreement. ​ ​ The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $4.2 million (1.875% of the original principal balance), increasing to approximately $5.6 million (2.5% of the original principal balance) during the final year of the agreements. ​ Convertible Notes On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “2029 Convertible Notes”), of which $50.0 million was from related parties.
If actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the Goodwill and Indefinite Lived Intangible Assets section above. 44 Table of Contents Green Coffee Inventories Green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, within our SS&T segment, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815.
If actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the Goodwill and Indefinite Lived Intangible Assets section above.
Single serve cup volumes increased 2.7% during the year ended December 31, 2023 compared to the year ended December 31, 2022. Net Sales from our SS&T segment totaled $141.8 million, net of intersegment revenues, during the year ended December 31, 2023, decreasing 22.3% compared to $182.6 million, net of intersegment revenues, during the year ended December 31, 2022.
Net Sales from our SS&T segment totaled $280.5 million, net of intersegment revenues, during the year ended December 31, 2025, increasing 46.6% compared to $191.3 million, net of intersegment revenues, during the year ended December 31, 2024.
The change in fair value of warrant liabilities for the year ended December 31, 2023 resulted in recognition of $10.2 million of gains compared to recognition of $29.7 million of losses during the year ended December 31, 2022.
For the years ended December 31, 2023 and 2024, the Company 40 Table of Contents recognized $10.2 million and $7.0 million of gains related to the change in fair value of warrant liabilities, respectively. No such gains or losses were recognized during the year ended December 31, 2025.
The primary unobservable input utilized in determining the fair value of the Westrock Private Warrants was the expected volatility of the stock price, which is determined by use of an option pricing model. For the year ended December 31, 2024, the Company recognized $7.0 million of gains related to the change in fair value of warrant liabilities.
The private Warrants were valued using a binomial lattice valuation model. The primary unobservable input utilized in determining the fair value of the private Warrants was the expected volatility of the stock price, which is determined by use of an option pricing model.
On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $55.0 million to $75.0 million. The interest rates and maturity date were unchanged as a result of the amendment.
The interest rates and maturity date were unchanged as a result of the amendment. ​ On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was increased from $75.0 million to $85.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.
We have future obligations to repurchase $0.6 million of inventory associated with repurchase agreements in which the Company’s SS&T segment has sold inventory to a third party and from whom the Company’s Beverage Solution segment has an obligation to repurchase. ​ Capital Expenditures We categorize our capital expenditures as (i) growth, (ii) maintenance, (iii) customer beverage equipment, or (iv) other.
There are no material purchase obligations beyond 12 months. 49 Table of Contents We have no future obligations to repurchase inventory associated with repurchase agreements in which the Company’s SS&T segment has sold inventory to a third party and from whom the Company’s Beverage Solution segment has an obligation to repurchase.
The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, is $200.0 million. The Incremental Revolving Facility Commitments and the Incremental Revolving Loans are subject to the same interest rates, commitment fees, maturity dates and other terms as the Existing Revolving Facility Commitments and the Existing Revolving Loans.
The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended through the Fourth Amendment, is $200.0 million.
The facility size was increased from $75.0 million to $85.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility will mature one year from inception.
The facility size was increased from $102.5 million to $110.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. See Note 12 to our Consolidated Financial Statements for additional discussion related to Falcon’s working capital trade finance facility.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFinancial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion of our derivative instruments. Interest Rate Risk We are exposed to interest rate volatility with respect to the variable rate facilities under the Credit Agreement, entered into on August 29, 2022.
Biggest changeFinancial Statements and Supplementary Data of this Annual Report on Form 10-K for further discussion of our derivative instruments. 50 Table of Contents Interest Rate Risk We are exposed to interest rate volatility with respect to the variable rate facilities under the Credit Agreement, entered into on August 29, 2022.
We have historically utilized, and expect to continue to utilize, various types of derivative instruments, including forward contracts, futures contracts, and option contracts to hedge our exposure to the market price variability of green coffee.
We have historically utilized, and expect to continue to utilize, various types of derivative instruments, including forward contracts, futures contracts, commodity swaps, and option contracts to hedge our exposure to the market price variability of green coffee.
We estimate that the potential impact to our interest rate expense associated with the variable rate Term Loan Facility and Delayed Draw Term Loan Facility, assuming a hypothetical 10% change in interest rates as of December 31, 2024, would be an annualized impact of approximately $0.9 million on the Company’s results of operations for the year ended December 31, 2024.
We estimate that the potential impact to our interest rate expense associated with the variable rate Term Loan Facility and Delayed Draw Term Loan Facility, assuming a hypothetical 10% change in interest rates as of December 31, 2025, would be an annualized impact of approximately $0.7 million on the Company’s results of operations for the year ended December 31, 2025.
However, our pricing increases often lag our cost increases, including increases in commodity costs. ​ 52 Table of Contents
However, our pricing increases often lag our cost increases, including increases in commodity costs. ​ 51 Table of Contents

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