Westrock Coffee Co

For the period ended Dec 31, 2025. Filed Mar 10, 2026.

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FY2025 · Filed Mar 10, 2026

WEST$8.79-2.2%Stored close · as of Nov 9, 2026

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Westrock Coffee Company
Date: March 10, 2026	By:	/s/ T. Christopher Pledger
	Name:	T. Christopher Pledger
	Title:	Chief Financial Officer and Chief Administrative Officer
		(Principal Financial Officer)

Date: March 10, 2026	By:	/s/ Blake Schuhmacher
	Name:	Blake Schuhmacher
	Title:	Chief Accounting Officer
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Joe T. Ford
Name	Title	Date

/s/ Scott T. Ford	Chief Executive Officer and Director	March 10, 2026
Scott T. Ford	(Principal Executive Officer)

/s/ T. Christopher Pledger	Chief Financial Officer and Chief Administrative Officer	March 10, 2026
T. Christopher Pledger	(Principal Financial Officer)

/s/ Blake Schuhmacher	Chief Accounting Officer	March 10, 2026
Blake Schuhmacher	(Principal Accounting Officer)

/s/ Joe T. Ford	Chairman of the Board, Director	March 10, 2026

/s/ R. Patrick Kruczek	Director	March 10, 2026
R. Patrick Kruczek

/s/ Hugh McColl, III	Director	March 10, 2026
Hugh McColl, III

/s/ Mark Edmunds	Director	March 10, 2026
Mark Edmunds

/s/ Leslie Starr	Director	March 10, 2026
Leslie Starr

/s/Oluwatoyin Umesiri	Director	March 10, 2026
Oluwatoyin Umesiri

/s/Jeffrey H. Fox	Director	March 10, 2026
Jeffrey H. Fox

/s/ Kenneth M. Parent	Director	March 10, 2026
Kenneth M. Parent

SCHEDULE I

CONDENSED BALANCE SHEET


(Thousands, except par value) · · December 31, 2025 · · December 31, 2024
ASSETS
Cash and cash equivalents	$55	$189
Related party receivables	35,002	45
Total current assets	35,057	234

Deferred income taxes	3,695	5,024
Investment in consolidated subsidiaries	335,238	439,135
Total Assets	$373,990	$444,393

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	$1,618	$1,475
Related party payables	200	9
Total current liabilities	1,818	1,484

Long-term debt, net	39,698	21,871
Convertible notes payable - related party, net	60,839	49,706
Total liabilities	102,355	73,061

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively, $11.50 liquidation value	273,503	273,850

Shareholders' Equity
Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding	—	—
Common stock, $0.01 par value, 300,000 shares authorized, 96,866 shares and 94,221 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	969	942
Additional paid-in-capital	544,567	519,878
Accumulated deficit	(534,370)	(442,922)
Accumulated other comprehensive income (loss)	(13,034)	19,584
Total shareholders' equity	(1,868)	97,482

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	$373,990	$444,393

SCHEDULE I

CONDENSED STATEMENTS OF OPERATIONS


· · Year Ended December 31,
(Thousands, except per share data) · · 2025 · · 2024 · · 2023
Costs of sales	$1,609	$2,341	$—
Selling, general and administrative expense	13,252	9,268	8,764
Transaction, restructuring and integration expense	(44)	3,135	344
Total operating expenses	14,817	14,744	9,108
Loss from operations	(14,817)	(14,744)	(9,108)
Other (income) expense
Interest expense	4,023	3,288	—
Change in fair value of warrant liabilities	—	(7,015)	(10,207)
Other, net	—	—	(24)
Loss (earnings) from consolidated subsidiaries	70,275	69,973	39,006
Loss before income taxes	(89,115)	(80,990)	(37,883)
Income tax expense (benefit)	1,330	(692)	(3,301)
Net loss attributable to shareholders	(90,445)	(80,298)	(34,582)
Comprehensive loss attributable to common shareholders	$(123,719)	$(64,183)	$(24,822)

SCHEDULE I

CONDENSED STATEMENTS OF CASH FLOWS


· · Year Ended December 31,
(Thousands) · · 2025 · · 2024 · · 2023
Cash flows from operating activities:
Net cash used in operating activities	$(142,673)	$(63,720)	$(22,981)
Cash flows from financing activities:
Proceeds from convertible notes payable	18,500	22,000	—
Proceeds from convertible notes payable - related party	11,500	50,000	—
Payment of convertible notes payable issuance costs	(1,175)	(511)	—
Payment of common equity issuance costs	(181)	(10)	(1,000)
Proceeds from common equity issuance	12,097	635	118,767
Payment of taxes for net share settlement of equity awards	(2,098)	(2,122)	(2,977)
Proceeds from exercise of stock options	—	12	848
Proceeds from exercise of Public Warrants	—	—	2,632
Intercompany transactions, net	103,896	(6,144)	(95,317)
Net cash provided by financing activities	142,539	63,860	22,953
Net increase (decrease) in cash and cash equivalents and restricted cash	(134)	140	(28)
Cash and cash equivalents and restricted cash at beginning of period	189	49	77
Cash and cash equivalents and restricted cash at end of period	$55	$189	$49

Notes to Parent Company Only Condensed Financial Statements

Note 1. Basis of Presentation

The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company.

The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

Note 2. Debt Restrictions

Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement.

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