Westrock Coffee Co

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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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.

Sep 30, 2026 · Filed Nov 5, 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 September 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) · · September 30, 2026 · · Revenues · · September 30, 2025 · · Revenues ·
Net sales	$300,200	100.0%	$354,825	100.0%
Costs of sales	258,719	86.2%	313,423	88.3%
Gross profit	41,481	13.8%	41,402	11.7%

Selling, general and administrative expense	33,962	11.3%	46,996	13.2%
Transaction, restructuring and integration expense	3,790	1.3%	3,029	0.9%
Loss (gain) on disposal of property, plant and equipment	492	0.2%	8	0.0%
Total operating expenses	38,244	12.7%	50,033	14.1%
Income (loss) from operations	3,237	1.1%	(8,631)	(2.4)%

Other (income) expense
Interest expense	12,530	4.2%	14,023	4.0%
Other, net	(477)	(0.2)%	(992)	(0.3)%
Loss before income taxes and equity in earnings from unconsolidated entities	(8,816)	(2.9)%	(21,662)	(6.1)%
Income tax expense (benefit)	558	0.2%	(122)	(0.0)%
Equity in (earnings) loss from unconsolidated entities	602	0.2%	(2,437)	(0.7)%
Net loss	$(9,976)	(3.3)%	$(19,103)	(5.4)%
Amortization of Series A Convertible Preferred Shares	87	0.0%	88	0.0%
Net loss attributable to common shareholders	$(9,889)	(3.3)%	$(19,015)	(5.4)%

Net Sales

· · · · · ·
· · Three Months Ended September 30,
(Thousands)	2026	2025
Beverage Solutions	$220,119	$263,029
Sustainable Sourcing & Traceability(1)	80,081	91,796
Total net sales	$300,200	$354,825

(1)	Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $220.1 million for the three months ended September 30, 2026, decreasing 16.3% compared to $263.0 million for the three months ended September 30,2025. The decrease was primarily due to a $62.0 million decrease in the sale of coffee and tea products, driven by $26.1 million of tariff refunds expected to be refunded to customers that are reported as a reduction to nets sales, the pass-through of lower average green coffee prices during the third quarter compared to the prior year, and a 35.5% decrease in single serve cup volumes, primarily related to the loss of a customer who was acquired by a competitor in the coffee industry, partially offset by a $19.8 million increase in the sale of flavors, extracts & ingredients products, driven by a ramp up of glass bottle production during 2026.

Net Sales from our SS&T segment, net of intersegment revenues, were $80.1 million for the three months ended September 30, 2026, decreasing 12.8% compared to $91.8 million for the three months ended September 30, 2025, driven primarily by a decrease in sales volume of 10.6%.

Costs of Sales

· · · · · ·
· · Three Months Ended September 30,
(Thousands)	2026	2025
Beverage Solutions	$184,979	$225,812
Sustainable Sourcing & Traceability	73,740	87,611
Total costs of sales	$258,719	$313,423

In our Beverage Solutions segment, costs of sales decreased $40.8 million to $185.0 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in costs of sales was primarily driven by $26.1 million of tariff refunds received from vendors, which are reported as a reduction in costs of sales, lower average green coffee prices during the third quarter compared to the prior year, and a decrease in sales volumes for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

In our SS&T segment, costs of sales decreased $13.9 million to $73.7 million for the three months ended September 30, 2026, compared to the three months ended September 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 September 30, 2026 included $0.2 million of net unrealized gains on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $2.5 million of net unrealized losses for the three months ended September 30, 2025.

Selling, General and Administrative Expense

· · · · · · · · · · · ·
· · Three Months Ended September 30, ·
· · 2026 · · 2025 ·
· · · · · % of Segment · · · · · % of Segment ·
(Dollars in Thousands) · · Amount · · Revenues · · Amount · · Revenues ·
Beverage Solutions	$30,834	14.0%	$44,145	16.8%
Sustainable Sourcing & Traceability	3,128	3.9%	2,851	3.1%
Total selling, general and administrative expense	$33,962	11.3%	$46,996	13.2%

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $13.3 million to $30.8 million for the three months ended September 30, 2026, compared to the three months ended September 30,2025. The decrease is primarily due to a $8.3 million decrease in start-up costs associated with our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”) and a $4.8 million decrease in personnel expenses, $3.4 million of which relate to cost-savings initiatives implemented in prior periods and $1.4 million of which relate to equity-based compensation expense. In our SS&T segment, selling, general and administrative costs were relatively unchanged compared to the three months ended September 30, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expense for the three months ended September 30, 2026 was $3.8 million, approximately $2.6 million of which related to severance costs and $1.1 million of which related to costs associated with improving the Company’s operating infrastructure. During the three months ended September 30, 2025, we incurred $3.0 million of transaction, restructuring and integration expenses, approximately $2.3 million of which related to severance costs.

Interest Expense

Interest expense for the three months ended September 30, 2026 was $12.5 million compared to $14.0 million for the three months ended September 30,2025.


· · Three Months Ended September 30, ·
(Thousands) · · 2026 · · 2025 ·
Interest expense · · · · ·
Cash: · · · · ·
Term loan and delayed draw term loan facilities	$3,171	$4,156
Revolving credit facility	2,846	3,762
Convertible notes payable	466	281
Convertible notes payable - related party	837	639
Supply chain finance program	1,912	1,746
International trade finance lines	1,366	1,845
International notes payable	218	170
Other	864	641
Total cash interest	11,680	13,240
Non-cash:
Amortization of deferred financing costs	850	989
Capitalized interest	—	(206)
Total non-cash interest	850	783
Total interest expense	$12,530	$14,023

Income Tax Expense (Benefit)

Income tax expense for the three months ended September 30,2026 was $0.6 million, resulting in an effective tax rate of (5.9)%. 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 controlled foreign corporation tested income) and an increase in the valuation allowance against domestic deferred tax assets. Income tax benefit for the three months ended September 30, 2025 was $0.1 million, resulting in an effective tax rate of 0.6%.

Comparison of the Nine Months Ended September 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:



· · Nine Months Ended · · % of · · Nine Months Ended · · % of
(Dollars in Thousands) · · September 30, 2026 · · Revenues · · September 30, 2025 · · Revenues
Net Sales	$914,683	100.0%	$849,480	100.0%
Costs of sales	789,686	86.3%	737,610	86.8%
Gross profit	124,997	13.7%	111,870	13.2%

Selling, general and administrative expense	107,781	11.8%	141,271	16.6%
Transaction, restructuring and integration expense	10,626	1.2%	7,297	0.9%
Impairment charges	—	0.0%	—	0.0%
Loss (gain) on disposal of property, plant and equipment	1,545	0.2%	15	0.0%
Total operating expenses	119,952	13.1%	148,583	17.5%
Income (loss) from operations	5,045	0.6%	(36,713)	(4.3)%

Other (income) expense
Interest expense	39,047	4.3%	39,741	4.7%
Change in fair value of warrant liabilities	—	0.0%	—	0.0%
Other, net	(1,083)	(0.1)%	(3,962)	(0.5)%
Loss before income taxes and equity in earnings from unconsolidated entities	(32,919)	(3.6)%	(72,492)	(8.5)%
Income tax expense (benefit)	2,122	0.2%	1,336	0.2%
Equity in (earnings) loss from unconsolidated entities	(2,875)	(0.3)%	(5,944)	(0.7)%
Net loss	$(32,166)	(3.5)%	$(67,884)	(8.0)%
Amortization of Series A Convertible Preferred Shares	260	0.0%	260	0.0%
Net loss attributable to common shareholders	$(31,906)	(3.5)%	$(67,624)	(8.0)%

Net Sales

· · · · · ·
· · Nine Months Ended September 30,
(Thousands)	2026	2025
Beverage Solutions	$703,310	$635,922
Sustainable Sourcing & Traceability(1)	211,373	213,558
Total net sales	$914,683	$849,480

(1)	Net of intersegment revenues.

Net Sales from our Beverage Solutions segment were $703.3 million for the nine months ended September 30, 2026, increasing 10.6% compared to $635.9 million for the nine months ended September 30,2025. The increase was primarily due to a $67.2 million increase in the sale of flavors, extracts and ingredients products, driven by a 35.7% increase in can volumes and the ramp up of glass bottle production, partially offset by $27.3 million of tariff refunds expected to be refunded to customers that are reported as a reduction to nets sales and an 8.5% decrease in single serve cup volumes, primarily related to the loss of a customer who was acquired by a competitor in the coffee industry.

Net Sales from our SS&T segment, net of intersegment revenues, were relatively unchanged compared to the nine months ended September 30,2025.

Costs of Sales

· · · · · ·
· · Nine Months Ended September 30,
(Thousands)	2026	2025
Beverage Solutions	$600,170	$541,710
Sustainable Sourcing & Traceability	189,516	195,900
Total costs of sales	$789,686	$737,610

In our Beverage Solutions segment, costs of sales increased to $600.2 million for the nine months ended September 30, 2026, from $541.7 million for the nine months ended September 30, 2025. The increase in costs of sales was primarily driven by an increase in sales volumes compared to the nine months ended September 30, 2025, partially offset by $27.3 million of tariff refunds received from vendors, which are reported as a reduction in costs of sales.

In our SS&T segment, costs of sales decreased $6.4 million to $189.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 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 nine months ended September 30, 2026 included $4.7 million of net unrealized gains on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $1.0 million of net unrealized gains for the nine months ended September 30, 2025.

Selling, General and Administrative Expense

· · · · · · · · · · ·
· · Nine Months Ended September 30,
· · 2026 · · 2025
· · · · · % of Segment · · · · · % of Segment
(Dollars in Thousands) · · Amount · · Revenues · · Amount · · Revenues
Beverage Solutions	$98,666	14.0%	$133,429	21.0%
Sustainable Sourcing & Traceability	9,115	4.3%	7,842	3.7%
Total selling, general and administrative expense	$107,781	11.8%	$141,271	16.6%

Total selling, general and administrative expenses in our Beverage Solutions segment decreased $34.8 million to $98.7 million for the nine months ended September 30, 2026, compared to the nine months ended September 30,2025. The decrease is primarily due to a $25.8 million decrease in start-up costs associated with the Conway Facility and a $9.1 million decrease in personnel expenses, $5.7 million of which relate to equity-based compensation and $3.4 million of which relate to cost-savings initiatives implemented in prior periods. In our SS&T segment, selling, general and administrative costs increased $1.3 million for the nine months ended September 30, 2026, primarily due to a $0.7 million increase in personnel-related costs compared to the nine months ended September 30, 2025.

Transaction, Restructuring and Integration Expense

Transaction, restructuring and integration expense for the nine months ended September 30, 2026 was $10.6 million, approximately $6.1 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, $2.8 million of which related to costs associated with improving the Company’s operating infrastructure and $1.3 million of which related to non-capitalizable costs associated with the Sixth Amendment. During the nine months ended September 30, 2025, we incurred $7.3 million of transaction, restructuring and integration expenses, approximately $5.0 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 $0.3 million of which related to fees related to the establishment of our accounts receivable factoring agreement.

Interest Expense


· · Nine Months Ended September 30,
(Thousands) · · 2026 · · 2025
Interest expense · · · ·
Cash: · · · ·
Term loan and delayed draw term loan facilities	$10,514	$11,965
Revolving credit facility	8,866	10,879
Convertible notes payable	1,384	834
Convertible notes payable - related party	2,484	1,896
Supply chain finance program	5,606	5,801
International trade finance lines	4,012	4,601
International notes payable	538	515
Other	2,138	1,206
Total cash interest	35,542	37,697
Non-cash:
Amortization of deferred financing costs	3,505	2,881
Capitalized interest	—	(837)
Total non-cash interest	3,505	2,044
Total interest expense	$39,047	$39,741

Income Tax Expense (Benefit)

Income tax expense for the nine months ended September 30,2026 was $2.1 million, resulting in an effective tax rate of (7.1)%. The effective tax rate for the current period differs from the federal statutory rate primarily due tothe effect of cross-border tax laws (specifically, net controlled foreign corporation tested income) and an increase in the valuation allowance against domestic deferred tax assets. Income tax expense for the nine months ended September 30, 2025 was $1.3 million, resulting in an effective tax rate of (2.0)%.

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