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Westrock Coffee Co

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

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

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Contents

Item 2. Results of Operations

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:

​​​​​​​​​​​​​​
​ · ​ · Three Months · ​ · ​ · ​ · ​ · Three Months · ​ · ​ · ​ · ​
​ · ​ ​ ​ · Ended · ​ ​ ​ · % of · ​ · Ended · ​ ​ ​ · % of · ​
(Dollars in Thousands) · ​ · June 30, 2026 · ​ · Revenues · ​ · June 30, 2025 · ​ · Revenues · ​
Net sales​$305,658​100.0%​$280,859​100.0%​
Costs of sales​267,91087.7%​239,46485.3%​
Gross profit​37,74812.3%​41,39514.7%​
​​​​​​​​​​​​​​
Selling, general and administrative expense​35,97311.8%​53,93119.2%​
Transaction, restructuring and integration expense​3,1681.0%​2,4770.9%​
Loss (gain) on disposal of property, plant and equipment​(43)(0.0)%​—0.0%​
Total operating expenses​39,09812.8%​56,40820.1%​
Income (loss) from operations​(1,350)(0.4)%​(15,013)(5.3)%​
​​​​​​​​​​​​​​
Other (income) expense​​​​​​​​​​​​​
Interest expense​​12,990​4.2%​​13,119​4.7%​
Other, net​(117)(0.0)%​(2,692)(1.0)%​
Loss before income taxes and equity in earnings from unconsolidated entities​(14,223)(4.7)%​(25,440)(9.1)%​
Income tax expense (benefit)​(400)(0.1)%​(370)(0.1)%​
Equity in (earnings) loss from unconsolidated entities​(166)​(0.1)%​(3,507)(1.2)%​
Net loss​$(13,657)(4.5)%​$(21,563)(7.7)%​
Amortization of Series A Convertible Preferred Shares​​87​0.0%​​86​0.0%​
Net loss attributable to common shareholders​$(13,570)(4.4)%​$(21,477)(7.6)%​

Net Sales

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30,
(Thousands)​ ​ ​2026​ ​ ​2025
Beverage Solutions​$243,870​$208,814
Sustainable Sourcing & Traceability(1)​61,788​72,045
Total net sales​$305,658​$280,859
(1)Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $243.9 million for the three months ended June 30, 2026, increasing 16.8% compared to $208.8 million for the three months ended June 30,2025. The increase was primarily due to a $28.1 million increase in the sale of flavors, extracts & ingredients products driven by a 66.6% increase in can volumes and the ramp up of glass bottle production during 2026. In addition, sales of coffee and tea products grew $7.4 million.

Net Sales from our SS&T segment, net of intersegment revenues, were $61.8 million for the three months ended June 30, 2026, decreasing 14.2% compared to $72.0 million for the three months ended June 30, 2025, driven primarily by a decrease in sales volume of 10.8%.

Costs of Sales

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30,
(Thousands)​ ​ ​2026​ ​ ​2025
Beverage Solutions​$210,833​$174,528
Sustainable Sourcing & Traceability​57,077​64,936
Total costs of sales​$267,910​$239,464

In our Beverage Solutions segment, costs of sales increased $36.3 million to $210.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in costs of sales was primarily driven by an increase in sales volumes for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

In our SS&T segment, costs of sales decreased $7.9 million to $57.1 million for the three months ended June 30, 2026, compared to the three months ended June 30,2025. This decrease is primarily due to a decrease in green coffee sales volume. Costs of sales in our SS&T segment for the three months ended June 30, 2026 included $0.6 million of net unrealized losses on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $1.4 million of net unrealized gains for the three months ended June 30, 2025.

Selling, General and Administrative Expense

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30, · ​
​ · ​ · 2026 · ​ · 2025 · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · % of Segment · ​ ​ ​ · ​ · ​ · ​ ​ ​ · % of Segment · ​
(Dollars in Thousands) · ​ · Amount · ​ · Revenues · ​ · Amount · ​ · Revenues · ​
Beverage Solutions​$32,89013.5%$51,66124.7%​
Sustainable Sourcing & Traceability​3,0835.0%2,2703.2%​
Total selling, general and administrative expense​$35,97311.8%$53,93119.2%​

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $18.8 million to $32.9 million for the three months ended June 30, 2026, compared to the three months ended June 30,2025. The decrease is primarily due to a $13.8 million decrease in start-up costs associated with our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”) and a $2.9 million decrease in equity-based compensation expense. In our SS&T segment, selling, general and administrative costs increased $0.8 million for the three months ended June

30, 2026, primarily due to a $0.5 million increase in general and administrative expenses and a $0.2 million increase in personnel-related costs compared to the three months ended June 30, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expense for the three months ended June 30, 2026 was $3.2 million, approximately $1.3 million of which related to non-capitalizable costs associated with the Sixth Amendment. During the three months ended June 30, 2025, we incurred $2.5 million of transaction, restructuring and integration expenses, approximately $1.9 million of which related to severance costs and $0.4 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

Interest Expense

Interest expense for the three months ended June 30, 2026 was $13.0 million compared to $13.1 million for the three months ended June 30,2025.

​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​
(Thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
Interest expense · ​ · ​ · ​ · ​ · ​
Cash: · ​ · ​ · ​ · ​ · ​
Term loan and delayed draw term loan facilities​$3,523​$4,176​
Revolving credit facility​​2,901​​3,531​
Convertible notes payable​​411​​278​
Convertible notes payable - related party​​878​​632​
Supply chain finance program​​1,851​​2,062​
International trade finance lines​1,176​1,421​
International notes payable​216​168​
Other​694​391​
Total cash interest​11,650​12,659​
Non-cash:​​​​​
Amortization of deferred financing costs​1,340​862​
Capitalized interest​​—​​(402)​
Total non-cash interest​1,340​460​
Total interest expense​$12,990​$13,119​

Income Tax Expense (Benefit)

Income tax benefit for the three months ended June 30,2026 was $0.4 million, resulting in an effective tax rate of 2.8%. The effective tax rate for the current period differs from the federal statutory rate primarily due to the effect of cross-border tax laws (specifically, net CFC tested income) and an increase in the valuation allowance against domestic deferred tax assets. Income tax benefit for the three months ended June 30, 2025 was $0.4 million, resulting in an effective tax rate of 1.7%.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:

​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ ​ ​ · Six Months Ended · ​ ​ ​ · % of · ​ · Six Months Ended · ​ ​ ​ · % of
(Dollars in Thousands) · ​ · June 30, 2026 · ​ · Revenues · ​ · June 30, 2025 · ​ · Revenues
Net Sales​$614,483​100.0%​$494,655​100.0%
Costs of sales​530,96786.4%​424,18785.8%
Gross profit​83,51613.6%​70,46814.2%
​​​​​​​​​​​​​
Selling, general and administrative expense​73,81912.0%​94,27519.1%
Transaction, restructuring and integration expense​6,8361.1%​4,2680.9%
Impairment charges​​—0.0%​—0.0%
Loss (gain) on disposal of property, plant and equipment​1,0530.2%​70.0%
Total operating expenses​81,70813.3%​98,55019.9%
Income (loss) from operations​1,8080.3%​(28,082)(5.7)%
​​​​​​​​​​​​​
Other (income) expense​​​​​​​​​​​​
Interest expense​​26,517​4.3%​​25,718​5.2%
Change in fair value of warrant liabilities​—0.0%​—0.0%
Other, net​(606)(0.1)%​(2,970)(0.6)%
Loss before income taxes and equity in earnings from unconsolidated entities​(24,103)(3.9)%​(50,830)(10.3)%
Income tax expense (benefit)​1,5640.3%​1,4580.3%
Equity in (earnings) loss from unconsolidated entities​​(3,477)(0.6)%​(3,507)(0.7)%
Net loss​$(22,190)(3.6)%​$(48,781)(9.9)%
Amortization of Series A Convertible Preferred Shares​​173​0.0%​​172​0.0%
Net loss attributable to common shareholders​$(22,017)(3.6)%​$(48,609)(9.8)%

Net Sales

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six Months Ended June 30,
(Thousands)​ ​ ​2026​ ​ ​2025
Beverage Solutions​$483,192​$372,893
Sustainable Sourcing & Traceability(1)​131,291​121,762
Total net sales​$614,483​$494,655
(1)Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $483.2 million for the six months ended June 30, 2026, increasing 29.6% compared to $372.9 million for the six months ended June 30,2025. The increase was primarily due to a $63.2 million increase in the sale of coffee and tea products, driven by a 11.6% increase in single serve cup volumes and the year over year increases in coffee commodity prices and tariffs, both of which are passed through to our customers. In addition, sales of flavors, extracts & ingredients products increased $47.4 million, driven by a 183.4% increase in can volumes and the ramp up of glass bottle production.

Net Sales from our SS&T segment, net of intersegment revenues, were $131.3 million for the six months ended June 30, 2026, increasing 7.8% compared to $121.8 million for the six months ended June 30,2025. The increase was primarily driven by an increase in the average sales price per pound, which increased 3.2% for the six months ended June 30, 2026, compared to the six months ended June 30,2025. The increase in the average sales price per pound is directly correlated to global commodities prices and the impact of tariffs.

Costs of Sales

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six Months Ended June 30,
(Thousands)​ ​ ​2026​ ​ ​2025
Beverage Solutions​$415,191​$315,898
Sustainable Sourcing & Traceability​115,776​108,289
Total costs of sales​$530,967​$424,187

In our Beverage Solutions segment, costs of sales increased to $415.2 million for the six months ended June 30, 2026, from $315.9 million for the six months ended June 30, 2025. The increase in costs of sales was primarily driven by an increase in sales volumes, and the year over year increases in coffee commodity prices and tariffs for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

In our SS&T segment, costs of sales increased $7.5 million to $115.8 million for the six months ended June 30, 2026 compared to the six months ended June 30,2025. This increase is primarily due to an increase in coffee commodity prices and the impact of tariffs.

Selling, General and Administrative Expense

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six Months Ended June 30,
​ · ​ · 2026 · ​ · 2025
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · % of Segment · ​ ​ ​ · ​ · ​ · ​ ​ ​ · % of Segment
(Dollars in Thousands) · ​ · Amount · ​ · Revenues · ​ · Amount · ​ · Revenues
Beverage Solutions​$67,832​ ​ ​14.0%$89,283​ ​ ​23.9%
Sustainable Sourcing & Traceability​5,9874.6%4,9924.1%
Total selling, general and administrative expense​$73,81912.0%$94,27519.1%

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $21.5 million to $67.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease is primarily due to a $17.5 million decrease in start-up costs associated with the Conway Facility and a $4.3 million decrease in equity-based compensation. In our SS&T segment, selling, general and administrative costs increased $1.0 million for the six months ended June 30, 2026, primarily due to a $0.5 million increase in personnel-related costs and a $0.5 million increase in general and administrative expenses compared to the six months ended June 30, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expense for the six months ended June 30, 2026 was $6.8 million, approximately $3.7 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, and $1.3 million of which related to non-capitalizable costs associated with the Sixth Amendment. During the six months ended June 30, 2025, we incurred $4.3 million of transaction, restructuring and integration expenses, approximately $2.4 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $0.8 million of plant closure costs and $0.4 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

Interest Expense

​​​​​​​
​ · ​ · Six Months Ended June 30,
(Thousands) · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Interest expense · ​ · ​ · ​ · ​
Cash: · ​ · ​ · ​ · ​
Term loan and delayed draw term loan facilities​$7,343​$7,809
Revolving credit facility​​6,021​​7,117
Convertible notes payable​​918​​553
Convertible notes payable - related party​​1,647​​1,257
Supply chain finance program​​3,694​​4,056
International trade finance lines​2,645​2,756
International notes payable​319​345
Other​1,274​564
Total cash interest​23,861​24,457
Non-cash:​​​​
Amortization of deferred financing costs​2,656​1,892
Capitalized interest​​—​​(631)
Total non-cash interest​2,656​1,261
Total interest expense​$26,517​$25,718

Income Tax Expense (Benefit)

Income tax expense for the six months ended June 30,2026 was $1.6 million, resulting in an effective tax rate of (7.6)%. The effective tax rate for the current period differs from the federal statutory rate primarily due to an increase in the valuation allowance against domestic deferred tax assets. Income tax expense for the six months ended June 30, 2025 was $1.5 million, resulting in an effective tax rate of (3.1)%.

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