Westrock Coffee Co

Note 21. Subsequent Events

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”). The 2031 Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum. Noteholders may convert their 2031 Convertible Notes at their option only in the following circumstances: (A) during the period commencing on May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, 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; (B) during the period commencing on August 15, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, at any time; and (C) 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, 2030.

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 initial conversion price of the 2031 Convertible Notes is $5.25, which corresponds to an initial conversion rate of approximately 190.48 Common Shares per $1,000 principal amount of 2031 Convertible Notes. At this initial conversion price, the 2031 Convertible Notes are convertible into approximately 5.7 million Common Shares. The conversion price and conversion rate are subject to customary adjustments, provided that the Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2031 Convertible Notes in respect of the conversion of the 2031 Convertible Notes.

The 2031 Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The 2031 Convertible Notes contain customary terms regarding events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s 2031 Convertible Notes to become due and payable immediately. If an event of default involving certain events of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2031 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

The purchasers of the 2031 Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Shares), Jeffrey H. Fox Revocable Trust (an affiliate of Jeffrey H. Fox, a member of the board of directors of the Company), and an affiliate of The Stephens Group, LLC (a holder of more than 5% of the outstanding Common Shares). The final terms for the offer and sale of the 2031 Convertible Notes was authorized and approved by a pricing committee of the board of directors, composed solely of disinterested directors, including to the extent applicable, for purposes of the Company’s Related Party Transactions Policy.

On November 4, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment modified 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 Fifth Amendment will permit the Borrower to issue convertible notes, including the 2031 Convertible Notes.

The Fifth Amendment modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a)5.50 x for the test period ending December 31, 2025, (b)5.25 x for the test period ending March 31, 2026, (c)5.00 x for the test period ending June 30, 2026, (d)4.50 x for the test period ending September 30, 2026 and (e)4.00 x for the test period ending December 31, 2026. In addition, the Fifth Amendment lowered the interest coverage ratio that the Company must comply with to

permit the interest coverage ratio as of the last day of any test period to be less than (a) on and prior to December 31, 2025,1.50 x, (b) on January 1, 2026 and on or prior to September 30, 2026,1.75 x and (z) on October 1, 2026 and thereafter,2.00 x.