Westrock Coffee Co
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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20. Related Party Transactions
Note 20. Related Party Transactions
In February 2024, the Company sold and issued Convertible Notes to Westrock Group, LLC (an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors) and HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Shares), each a related party.
The Condensed Consolidated Financial Statements reflect the following transactions with related parties:
| | | | | | | |
|---|---|---|---|---|---|---|
| (Thousands) | September 30, 2025 | December 31, 2024 | ||||
| Accrued expenses and other current liabilities | | | | | | |
| Westrock Group | | $128 | | $383 | ||
| Wooster Capital | | | 32 | | | 96 |
| HF Direct Investments Pool, LLC | | | 160 | | | 479 |
| Total | | $320 | | $958 | ||
| | | | | | | |
|---|---|---|---|---|---|---|
| (Thousands) | September 30, 2025 | December 31, 2024 | ||||
| Convertible notes payable - related party, net: | | | | | | |
| Westrock Group | | $20,000 | | $20,000 | ||
| Wooster Capital | | | 5,000 | | | 5,000 |
| HF Direct Investments Pool, LLC | | | 25,000 | | | 25,000 |
| Total | | | 50,000 | | | 50,000 |
| Unamortized debt costs | | | (242) | | | (294) |
| Total | | $49,758 | | $49,706 | ||
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, | ||||||
| (Thousands) | 2025 | 2024 | ||||
| Interest expense: | | | | | | |
| Westrock Group | | $758 | | $633 | ||
| Wooster Capital | | | 190 | | | 158 |
| HF Direct Investments Pool, LLC | | | 948 | | | 792 |
| Total | | $1,896 | | $1,583 | ||
In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses. For the three and nine months ended September 30, 2025, the Company recognized expenses of $0 and $0.2 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2024, the Company recognized expenses of$0.1 million and $0.7 million, respectively, for such items. At September 30, 2025 and December 31, 2024, we hadno amounts payable and $0.1 million payable to Westrock Group, respectively, related to such items.
During the three and nine months ended September 30, 2025, Falcon purchased $3.8 million and $4.1 million, respectively, of green coffee from the Rwandan JV, in which the Company has a 49.9% interest. There wasno such activity during the three and nine months ended September 30, 2024.
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