0001104659-26-025932 | 10-K | XBRL Viewer

December 31, 2025

December 31, 2024

Weighted-average discount rate

Weighted-average remaining lease term

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Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of unrecognized tax benefits Roll forward
Beginning balance	$ 4,999	$ 3,990	$ 96
Additions for tax positions in prior period	0	0	2,473
Additions for tax positions in current period	1,704	1,009	1,421
Ending Balance	$ 6,703	$ 4,999	$ 3,990

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Dec. 31, 2025	Dec. 31, 2024
Leases
Weighted-average discount rate	7.80%	7.70%
Weighted-average remaining lease term	11 years 4 months 24 days	12 years 1 month 6 days

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Condensed Income Statements, Captions [Line Items]
Costs of sales	$ 1,038,188	$ 696,952	$ 724,856
Selling, general and administrative expense	185,469	185,137	144,577
Transaction, restructuring and integration expense	9,475	13,797	14,557
Total operating expenses	196,222	202,898	160,287
Loss from operations	(45,458)	(49,124)	(20,429)
Interest expense	55,747	33,856	29,157
Change in fair value of warrant liabilities	0	(7,015)	(10,207)
Other, net	(4,087)	413	1,446
Loss before income taxes and equity in earnings from unconsolidated entities	(97,118)	(76,378)	(40,825)
Income tax expense (benefit)	(1,748)	3,728	(6,358)
Net loss attributable to shareholders	(90,445)	(80,298)	(34,582)
Comprehensive loss attributable to common shareholders	(123,719)	(64,183)	(24,822)
PARENT COMPANY ONLY
Condensed Income Statements, Captions [Line Items]
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)
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 and equity in earnings from unconsolidated entities	(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)

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Equity-Based Compensation

Schedule of unit option activity


				Weighted-Average
		Weighted-Average		Remaining
	Options	Exercise Price		Contractual Term
Options outstanding at December 31, 2024	2,549,806	$	9.54	5.7 years
Options granted	—		—
Options forfeited	(236,070)		9.54
Options exercised	—		—
Outstanding at December 31, 2025	2,313,736		9.54	4.8 years

Exercisable at December 31, 2025	1,044,867		9.54	4.8 years

Schedule of restricted unit option activity


	Service-based Restricted Stock Units			Performance-based Restricted Stock Units			Market-based Restricted Stock Units
		Weighted-Average			Weighted-Average			Weighted-Average
		Fair Value at			Fair Value at			Fair Value at
	Units	Grant Date		Units	Grant Date		Units	Grant Date
Outstanding at December 31, 2024	2,444,228	$	10.44	—	$	—	—	$	—
Granted	297,654		6.81	609,818		7.00	609,855		4.52
Forfeited	(95,358)		10.12	(52,352)		6.98	(52,355)		4.52
Vested	(1,060,935)		10.92	—		—	—		—
Outstanding at December 31, 2025	1,585,589	$	9.48	557,466	$	7.01	557,500	$	4.52

Segment Information - Other (Details) - segment	12 Months Ended
Segment Information - Other (Details) - segment	Dec. 31, 2025	Dec. 31, 2024
Segment Information
Number of operating segments	2
Number of reportable segments	2
United States
Segment Information
Percentage of long-lived assets		100.00%

Income Taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Current expense (benefit)
State	$ 451	$ 447	$ 266
Foreign	889	(6)	(112)
Total current	1,340	441	154
Deferred expense (benefit)
Federal	(792)	1,244	(7,365)
State	(219)	(27)	236
Foreign	(2,077)	2,070	617
Total deferred	(3,088)	3,287	(6,512)
Income tax expense (benefit)	$ (1,748)	$ 3,728	$ (6,358)

Basis of Presentation and Consolidation

12 Months Ended

Dec. 31, 2025

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. The Consolidated Financial Statements

include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated.

On April 1, 2025, the Company entered into an agreement with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations (the “Rwandan JV”). This strategic partnership, which was established to trade Arabica coffee from Rwanda and commercially operate wet mill and storage facilities, allows Westrock to scale its operations in Rwanda, improve profitability, and strengthen our ability to provide smallholder farmers and their families the ability to advance their quality of life and economic well-being. The Company contributed its ownership interest in Rwanda Trading Company (“RTC”) and $100,000 in cash in exchange for a 49.9% ownership interest in the Rwandan JV. As a result of the transaction, the Company de-consolidated RTC, de-recognizing $9.3 million of assets, including approximately $2.9 million of cash and cash equivalents, and $10.3 million of liabilities that were previously reported within our Sustainable Sourcing & Traceability (“SS&T”) segment. Upon de-consolidation, the Company recognized a $2.3 million gain during the three months ended June 30, 2025, which is recorded in other, net on the Consolidated Statements of Operations. The gain on de-consolidation of RTC is reported as operating activities in the Consolidated Statements of Cash Flows.

On April 3, 2023, the Company purchased the remaining 15% of the equity interests of Falcon Coffees Limited (“Falcon”) that it did not previously own, resulting in Falcon becoming a wholly owned subsidiary of the Company. Aggregate consideration paid for the interest totaled $3.2 million and included $2.0 million in cash and 100,000 Common Shares. Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction was accounted for as an equity transaction. For periods prior to April 3, 2023, equity interests not owned by us are reflected as non-controlling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share. Falcon operates our trading business and is reported within our Sustainable Sourcing & Traceability segment.

Organization and Description of Business

12 Months Ended

Dec. 31, 2025

Organization and Description of Business

Organization and Description of Business

Note 1. Organization and Description of Business

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, consumer packaged goods (“CPG”), and hospitality industries around the world. We manage our business in two operating segments.

Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries.

Sustainable Sourcing & Traceability: Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, provide tangible economic empowerment and emphasize environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee.

The Company operates manufacturing and distribution facilities in Concord, North Carolina, North Little Rock, Arkansas, Conway, Arkansas, and Johor Bahru, Malaysia. In addition, the Company operates Trading and Representative offices in Lewes, UK, Austin, Texas, Lima & Jaen, Peru, Addis Ababa, Ethiopia, Johor Bahru, Malaysia, and Seoul, Korea.

On June 29, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with HF Direct Investments Pool, LLC (the “HF Investor”), an affiliate of HF Capital, LLC, pursuant to which the Company agreed to sell and issue to the HF Investor and the HF Investor agreed to purchase from the Company 5,000,000 shares (the “HF Subscription Amount”) of common stock, par value $0.01 per share, of the Company (the “Common Shares”) at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transaction, the “HF Investment”). On August 3, 2023, the HF Investment closed after the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Additionally, on June 29, 2023 and July 18, 2023, the Company entered into definitive agreements with an affiliate of the Herbert Hunt family (the “Hunt Investor”) and the Arkansas Teacher Retirement System (the “ARTRS” and together with the Hunt Investor, the “Investors”), respectively, pursuant to which the Company agreed to sell and issue to the Investors and the Investors agreed to purchase from the Company a total of 5,000,000 Common Shares of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transactions the “PIPE Investments”). On August 3, 2023, the Company closed on the PIPE Investments.

On July 24, 2023, affiliates of Brown Brothers Harriman & Co. (the “BBH Investors”) exercised preemptive rights (the “BBH Preemptive Rights”) to purchase approximately 1.9 million Common Shares at a purchase price per share of $10.00, under the terms of that certain Investor Rights Agreement, dated April 4, 2022, by and among the Company, the BBH Investors, and the other parties thereto. On August 7, 2023, the Company sold and issued the Common Shares to the BBH Investors, receiving aggregate gross proceeds of approximately $18.8 million.

Series A Preferred Shares (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) item D $ / shares shares	Dec. 31, 2024 USD ($)
Series A Preferred Shares
Conversion price	$ 11.5
Number of shares converted \| item	1
Threshold number of days \| D	10
Redemption price per share	$ 18.5
Series A Preferred Shares
Series A Preferred Shares
Shares issued \| shares	23,510,527
Liquidation preference per share	$ 11.5
Conversion price	$ 11.5
Liquidation preference share \| shares	23,510,527
Amortization value \| $	$ 0.3
Accretion value \| $		$ 0.3
Series A Preferred Shares \| Minimum
Series A Preferred Shares
Aggregate redemption payment \| $	$ 270.4
Redemption price per share	$ 18.5

Related Party Transactions - Other (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Related Party Transactions
Expenses incurred		$ 185,469	$ 185,137	$ 144,577
Accounts payable		91,175	84,255
Related Party
Related Party Transactions
Expenses incurred		0	0	600
Related Party \| Westrock Group
Related Party Transactions
Expenses incurred	$ 10,000	300	900	1,500
Accounts payable		100
Related Party \| Falcon Coffees Limited \| Rwanda Trading Company
Related Party Transactions
Expenses incurred		$ 9,600	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.

+ References + Details

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Revenue
Accrued sales incentives	$ 1.4	$ 1.8
Other accrued deductions	$ 1.4	$ 2.0

Leases - Other (Details) $ in Thousands	12 Months Ended
Leases - Other (Details) $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Feb. 12, 2024 ft²
Leases
Option to extend	true
Option to terminate	true
Termination term (in years)	1 year
Right-of-use operating lease assets in exchange for lease obligations	$ 2,500	$ 1,000
Termination benefits		$ 644
Minimum
Leases
Remaining non-cancelable lease term (in years)	1 year
Maximum
Leases
Remaining non-cancelable lease term (in years)	15 years
Foot distribution center
Leases
Area of leased space \| ft²				530,000
Gregory distribution center
Leases
Termination benefits			$ 0

Fair Value Measurements - Other Information (Details) $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Fair Value Measurements
Assets	$ 90,384	$ 67,390
Liabilities	28,600	11,966
Green coffee associated with forward contracts
Fair Value Measurements
Assets	75,335	47,644
Coffee futures contracts
Fair Value Measurements
Assets		3,815
Liabilities	110
Commodity swaps
Fair Value Measurements
Liabilities	8,235
Option contracts
Fair Value Measurements
Assets		228
Liabilities	17,906
Forward purchase and sales contracts
Fair Value Measurements
Assets	15,049	15,703
Liabilities	2,349	11,966
Convertible Notes 2029
Fair Value Measurements
Estimated fair value	59,100
Convertible Notes 2031
Fair Value Measurements
Estimated fair value	$ 30,200
Expected volatility \| Convertible Notes 2029
Fair Value Measurements
Debt instrument, measurement input	50
Expected volatility \| Convertible Notes 2031
Fair Value Measurements
Debt instrument, measurement input	50.0
Assumed debt yield \| Convertible Notes 2029
Fair Value Measurements
Debt instrument, measurement input	14.5
Assumed debt yield \| Convertible Notes 2031
Fair Value Measurements
Debt instrument, measurement input	14.6
Level 1
Fair Value Measurements
Assets		4,043
Liabilities	$ 1,216
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets		3,815
Liabilities	110
Level 1 \| Option contracts
Fair Value Measurements
Assets		228
Liabilities	1,106
Level 2
Fair Value Measurements
Assets	90,384	63,347
Liabilities	27,384	11,966
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	75,335	47,644
Level 2 \| Commodity swaps
Fair Value Measurements
Liabilities	8,235
Level 2 \| Option contracts
Fair Value Measurements
Liabilities	16,800
Level 2 \| Forward purchase and sales contracts
Fair Value Measurements
Assets	15,049	15,703
Liabilities	$ 2,349	$ 11,966

Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	$ 192,994	$ 192,994	$ 192,994
Accumulated impairment loss	(76,883)	(76,883)	(76,883)
Goodwill	116,111	116,111	116,111
Beverage Solutions
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,994	192,994	192,994
Accumulated impairment loss	(76,883)	(76,883)	(76,883)
Goodwill	$ 116,111	$ 116,111	$ 116,111

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

Income Taxes - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards
Operating loss carryforward	$ 319,000
Uncertain tax position	6,703	$ 4,999	$ 3,990	$ 96
Valuation allowance reversal impact on effective tax rate	100	100
Provisions	0
United States
Operating Loss Carryforwards
Valuation allowance	54,200	26,700
Operating loss carryforward	44,000	21,000
State
Operating Loss Carryforwards
Operating loss carryforward	8,900	5,700
Foreign
Operating Loss Carryforwards
Valuation allowance	1,600	$ 3,800
Operating loss carryforward	6,600
Equity Method Investments
Operating Loss Carryforwards
Operating loss carryforward	1,100
Tax expiration period 2030 \| State
Operating Loss Carryforwards
Operating loss carryforward	$ 220,200

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2025

Accumulated Other Comprehensive Income (Loss)

Schedule of changes in accumulated other comprehensive (loss) income, net of tax


	Year Ended December 31,
(Thousands)	2025		2024		2023
Unrealized gain (loss) on derivative instruments:
Balance at beginning of period	$	18,863	$	3,362	$	(6,355)
Other comprehensive income (loss) before reclassifications		(14,868)		32,238		6,570
Amounts reclassified from accumulated comprehensive income		(20,069)		(15,780)		6,377
Other		1,003		—		—
Tax effect		1,735		(957)		(3,230)
Balance at end of period		(13,336)		18,863		3,362
Foreign currency translation adjustment
Balance at beginning of period		721		456		252
Other comprehensive income (loss) before reclassifications		21		265		204
Amounts reclassified from accumulated comprehensive income		(440)		—		—
Tax effect		—		—		—
Balance at end of period		302		721		456
Accumulated other comprehensive income (loss) at end of period	$	(13,034)	$	19,584	$	3,818

Inventories

12 Months Ended

Dec. 31, 2025

Inventories

Inventories

Note 7. Inventories

The following table summarizes inventories as of December 31, 2025 and 2024:


(Thousands)	December 31, 2025		December 31, 2024
Raw materials	$	86,231	$	82,412
Finished goods		38,236		32,520
Green coffee		75,335		48,391
Total inventories	$	199,802	$	163,323

Green coffee inventories represents green coffee held for resale. At December 31, 2025 and 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes

Income Taxes

Note 18. Income Taxes

U.S. and international components of income (loss) before income taxes is as follows:


	Year Ended December 31,
(Thousands)	2025		2024		2023
U.S.	$	(99,309)	$	(77,808)	$	(34,695)
International		2,191		1,430		(6,130)
Loss before income taxes and equity in earnings from unconsolidated entities	$	(97,118)	$	(76,378)	$	(40,825)

Income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(Thousands)	2025		2024		2023
Current expense (benefit)
Federal	$	—	$	—	$	—
State		451		447		266
Foreign		889		(6)		(112)
Total current		1,340		441		154
Deferred expense (benefit)
Federal		(792)		1,244		(7,365)
State		(219)		(27)		236
Foreign		(2,077)		2,070		617
Total deferred		(3,088)		3,287		(6,512)

Income tax expense (benefit)	$	(1,748)	$	3,728	$	(6,358)

A reconciliation of income tax expense (benefit) to the federal statutory rate is as follows:


	Year Ended December 31,
	2025			2024			2023
(Thousands)	Amount		Rate	Amount		Rate	Amount		Rate
U.S. federal statutory tax rate	$	(19,361)	21.0%	$	(16,039)	21.0%	$	(8,573)	21.0%
State and local income taxes, net of federal income tax effect¹		103	(0.1)%		326	(0.4)%		447	(1.1)%
Foreign tax effects
United Kingdom
Change in valuation allowance		(1,965)	2.1%		617	(0.8)%		677	(1.7)%
Other		54	(0.1)%		367	(0.5)%		96	(0.2)%
Rwanda
Change in valuation allowance		(2,341)	2.5%		567	(0.7)%		829	(2.0)%
Other		2,425	(2.6)%		(53)	0.1%		(249)	0.6%
Other foreign jurisdictions		181	(0.2)%		267	(0.3)%		441	(1.1)%
Effect of cross-border tax laws
Global intangible low-taxed income ("GILTI") inclusion		1,400	(1.5)%		1,021	(1.3)%		—	—%
Change in valuation allowance		17,193	(18.6)%		17,366	(22.7)%		1,771	(4.3)%
Nontaxable or nondeductible items						—%
Change in fair value of warrants		—	—%		(1,473)	1.9%		(2,144)	5.3%
Excess compensation (§162(m))		1,730	(1.9)%		70	(0.1)%		717	(1.8)%
Share-based payment awards		947	(1.0)%		390	(0.5)%		(838)	2.1%
Other nontaxable or nondeductible items		194	(0.2)%		268	(0.4)%		152	(0.4)%
Other adjustments
Basis difference in equity method investment		(2,572)	2.8%		—	—%		—	—%
Other		264	(0.3)%		34	(0.0)%		316	(0.8)%
Income tax expense (benefit)	$	(1,748)	1.9%	$	3,728	(4.9)%	$	(6,358)	15.6%

1 - State taxes in California made up the majority (greater than 50 percent) of the tax effect in this category in both 2025 and 2023, while state taxes in Virginia and Illinois made up the majority in 2024.

Income taxes paid, net of refunds, by jurisdiction consisted of the following:


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Federal	$	—	$	—	$	—
State		436		411		487
Foreign
United Kingdom		622		—		905
Other foreign jurisdictions		108		—		40
Total	$	1,166	$	411	$	1,432

The Company paid income taxes, net of refunds of $1.2 million, $0.4 million and $1.4 million for years ended December 31, 2025, 2024 and 2023, respectively. For the years ended December 31, 2025 and 2023, the Company paid income taxes, net of refunds in the United Kingdom of $0.6 million and $0.9 million respectively. As the remaining amounts of income taxes paid, net of refunds are considered immaterial to the consolidated financial statements, further disaggregation by federal, state and foreign jurisdictions has not been provided.

Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows:


(Thousands)	December 31, 2025		December 31, 2024
Deferred tax assets
Liabilities and reserves	$	2,978	$	2,058
Interest limitation		26,550		20,633
Net operating losses		72,087		65,630
Transaction expenses		143		165
Inventories		1,445		—
Stock compensation		1,891		1,753
Derivatives		1,972		—
Operating lease liabilities		15,246		15,709
Other		2,269		1,438
Total		124,581		107,386
Valuation allowance		(55,762)		(30,542)
Total deferred tax assets, net	$	68,819	$	76,844
Deferred tax liabilities
Property, plant and equipment	$	(39,450)	$	(42,659)
Intangible assets		(24,442)		(25,061)
Derivatives		—		(7,071)
Right-of-use assets		(14,550)		(15,267)
Inventories		—		(1,278)
Other		(537)		(462)
Total		(78,979)		(91,798)
Net deferred tax liability	$	(10,160)	$	(14,954)

We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance related to domestic deferred tax assets of $54.2 million was recorded as of December 31, 2025, of which $44.0 million and $8.9 million were against the Company’s federal and state net operating loss carryforwards, respectively, and $1.1 million was against an equity method investment. A valuation allowance related to domestic deferred tax assets of $26.7 million was recorded as of December 31, 2024, of which $21.0 million and $5.7 million were against the Company’s federal and state net operating loss carryforwards, respectively. A valuation allowance related to foreign deferred tax assets of $1.6 million and $3.8 million was recorded against certain foreign net operating losses as of December 31, 2025 and 2024, respectively. The amount of deferred tax assets considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced.

Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	30,542	$	12,878	$	8,464
Additions		25,220		17,664		4,414
Ending Balance	$	55,762	$	30,542	$	12,878

During the year ended December 31, 2025, the valuation allowance increased $25.2 million, which was comprised of additional income tax expense of $16.3 million that is reflected as a component of the effective tax rate against continuing operations, and $6.9 million reflected as a component of other comprehensive income.

As of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $319.0 million which do not expire. As of December 31, 2025, the Company had post-apportionment state net operating loss carryforwards of approximately $220.2 million which begin to expire in 2030. As of December 31, 2025, the Company had foreign net operating loss carryforwards of approximately $6.6 million which begin to expire in 2030.

As of December 31, 2025 and 2024, the Company’s reserve for uncertain tax positions was $6.7 million and $5.0 million, respectively. Of the total reserve for uncertain tax positions as of December 31, 2025 and 2024, only $0.1 million and $0.1 million, respectively, would impact the effective tax rate if released. As indicated in Note 3, the Company re-revaluates uncertain tax positions on a quarterly basis. The Company recognizes potential interest and penalties relating to unrecognized tax positions as a component of income tax expense (benefit). A reconciliation of the beginning and ending balances of the reserve for uncertain tax positions is as follows:


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	4,999	$	3,990	$	96
Additions for tax positions in prior period		—		—		2,473
Additions for tax positions in current period		1,704		1,009		1,421
Ending Balance	$	6,703	$	4,999	$	3,990

As of December 31, 2025, undistributed earnings of certain foreign subsidiaries are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax, foreign exchange gains/losses or state income taxes associated with a distribution of these earnings has been made. The amount of the unrecognized deferred tax liability on these unremitted earnings is not material.

We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2025, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2020 and to state and foreign income tax examinations for years after 2020.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events

Subsequent Events

Note 23. Subsequent Events

On March 5, 2026, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was increased from $102.5 million to $110.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net

Schedule of intangible assets


	December 31, 2025
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(41,907)	$	106,741
Favorable lease asset		220		(220)		—
Software		1,307		(907)		400
Intangible assets, net	$	150,175	$	(43,034)	$	107,141


	December 31, 2024
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(34,197)	$	114,451
Favorable lease asset		220		(209)		11
Software		1,243		(826)		417
Intangible assets, net	$	150,111	$	(35,232)	$	114,879

Schedule of estimated amortization expense for intangible assets


(Thousands)
2026	$	7,818
2027		7,818
2028		7,792
2029		7,784
2030		7,734
Thereafter		68,195
Total	$	107,141

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Risk Management and Strategy Material risks of cybersecurity threats are integrated into the Company’s overall risk management program and managed across the Company, utilizing internal and third-party expertise. To protect our information systems from a cybersecurity threat, certain tools have been implemented within our IT network to help prevent, identify, detect, escalate, investigate, resolve and recover from identified vulnerabilities and security incidents in a timely manner. The Company also leverages the services and tools of a third-party cybersecurity firm to identify, prioritize, assess, mitigate and remediate reasonably foreseeable cybersecurity risks and threats. To identify, detect and respond to a cybersecurity incident, we conduct proactive cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing, perform incident response capability reviews and exercises, conduct annual employee training, monitor emerging laws and regulations related to data protection and information security (including intellectual property) and implement appropriate changes. The Company has implemented a cybersecurity incident response plan that outlines the Company’s process for preparing for a cybersecurity incident, detecting, analyzing, containing, eradicating and recovering from such incident, and provides guidance for post-incident analysis. Additionally, we have established a Cyber Incident Committee that is comprised of leadership across the Company’s finance, legal, accounting, internal audit and IT organizations to provide guidance and monitor overall company cybersecurity. When a cybersecurity incident occurs, the Company prioritizes responding to and containing the threat and minimizing any business impact as appropriate. Each incident is evaluated, to determine the operational and financial significance, ranked by severity and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact. An incident that reaches a specific level of severity is reported to the Cyber Incident Committee within pre-determined time frames. In such instance, the Cyber Incident Committee monitors the incident through resolution and post-incident analysis. To date, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, which have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. For additional discussion of cybersecurity risks or the impact of previous cybersecurity incidents, see Item 1A. Risk Factors “Risks Related to Our Business” in this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	To identify, detect and respond to a cybersecurity incident, we conduct proactive cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing, perform incident response capability reviews and exercises, conduct annual employee training, monitor emerging laws and regulations related to data protection and information security (including intellectual property) and implement appropriate changes. The Company has implemented a cybersecurity incident response plan that outlines the Company’s process for preparing for a cybersecurity incident, detecting, analyzing, containing, eradicating and recovering from such incident, and provides guidance for post-incident analysis. Additionally, we have established a Cyber Incident Committee that is comprised of leadership across the Company’s finance, legal, accounting, internal audit and IT organizations to provide guidance and monitor overall company cybersecurity.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance The Company’s board of directors is responsible for overseeing the Company’s risk management program and has designated its Audit & Finance Committee with specific responsibility for overseeing cybersecurity risks, among other risks. The Company’s cybersecurity organization is currently led by our Vice President of Systems Infrastructure, who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Chief Trade & Risk Officer. Executive management and the Audit & Finance Committee monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes. The Audit & Finance Committee regularly reviews our cybersecurity program with executive management and reports to the Board of Directors. Cybersecurity reviews by the Audit & Finance Committee generally occur annually, or more frequently as determined to be necessary or advisable. Additionally, on a quarterly basis, members of the Audit & Finance Committee receive updates from executive management regarding matters of cybersecurity, including, but not limited to, information on new and/or existing cybersecurity risks and management’s response to such risks, cybersecurity and data privacy incidents, if any, and status on key information security initiatives.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Audit & Finance Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit & Finance Committee regularly reviews our cybersecurity program with executive management and reports to the Board of Directors. Cybersecurity reviews by the Audit & Finance Committee generally occur annually, or more frequently as determined to be necessary or advisable.
Cybersecurity Risk Role of Management [Text Block]	The Company’s cybersecurity organization is currently led by our Vice President of Systems Infrastructure, who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Chief Trade & Risk Officer. Executive management and the Audit & Finance Committee monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Board of Directors
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Company’s cybersecurity organization is currently led by our Vice President of Systems Infrastructure, who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Chief Trade & Risk Officer.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Vice President of Systems Infrastructure, who is responsible for assessing and managing material risks that result from cybersecurity threats, and reports to the Chief Trade & Risk Officer
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment, Net.

Schedule of Property, Plant and Equipment, Net


(Dollars in Thousands)	Depreciable Lives	December 31, 2025		December 31, 2024
Land		$	5,160	$	6,581
Buildings	10-40 years		182,653		175,171
Leasehold improvements⁽¹⁾			12,471		12,320
Plant equipment	3-15 years		360,576		249,933
Vehicles and transportation equipment	3-5 years		301		615
IT systems	3-7 years		13,271		12,717
Furniture and fixtures	3-10 years		7,612		7,373
Customer beverage equipment⁽²⁾	3-5 years		22,669		21,826
Lease right-of-use assets⁽³⁾			60		81
Construction in progress and equipment deposits			27,132		85,279
			631,905		571,896
Less: accumulated depreciation			(148,299)		(104,885)
Property, plant and equipment, net		$	483,606	$	467,011

1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

2 - Customer beverage equipment consists of brewers held on site at customer locations.

3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Schedule of cash and cash equivalents and restricted cash


(Thousands)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	49,875	$	26,151
Restricted cash		21,164		9,413
Total	$	71,039	$	35,564

Schedule of activity in allowance of credit losses


	Year Ended December 31,
(Thousands)	2025		2024
Balance at beginning of period	$	3,995	$	2,915
Charged to selling, general and administrative expense		1,890		2,316
Write-offs, net		(3,135)		(1,236)
Total	$	2,750	$	3,995

Schedule of contractual obligation


(Thousands)	December 31, 2025		December 31, 2024
Confirmed obligations outstanding at the beginning of the year	$	78,838	$	78,076
Invoices confirmed during the period		199,269		164,631
Confirmed invoices paid during the period		(181,513)		(163,869)
Confirmed obligations outstanding at the end of the quarter	$	96,594	$	78,838

Schedule of changes in the Company's accrual for employee termination benefits


	Year Ended
	December 31,
(Thousands)	2025
Balance at beginning of period	$	644
Charges		—
Adjustments		(186)
Cash paid		(458)
Balance at end of the period	$	-

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Information
Net sales		$ 1,188,952	$ 850,726	$ 864,714
Segment Adjusted EBITDA		85,004	60,005	45,081
Interest expense		55,747	33,856	29,157
Depreciation and amortization		55,836	34,745	26,584
Transaction, restructuring and integration expense		9,475	13,797	14,557
Change in fair value of warrant liabilities		0	(7,015)	(10,207)
Management and consulting fees (S&D acquisition)				556
Equity-based compensation		14,552	11,608	8,708
Impairment charges			5,686
Conway extract and ready-to-drink facility pre-production costs		24,725	35,544	11,698
Conway extract and ready-to-drink facility scale up operating costs		15,328	12,825
Mark-to-market adjustments		629	(4,622)	(104)
(Gain) loss on disposal of property, plant and equipment	$ (3,400)	1,278	(1,722)	1,153
Other		4,552	1,681	3,804
Loss before income taxes and equity in earnings from unconsolidated entities		(97,118)	(76,378)	(40,825)
Capital expenditures		88,800	159,625	164,611
Total assets	1,101,780	1,175,978	1,101,780	971,514
Beverage Solutions
Segment Information
Net sales		908,449	659,383	722,865
Segment Adjusted EBITDA		68,481	53,639	41,624
Capital expenditures		88,770	159,391	164,474
Total assets	1,004,126	1,175,846	1,004,126	891,170
Sustainable, Sourcing and Traceability
Segment Information
Net sales		280,503	191,343	141,849
Segment Adjusted EBITDA		16,523	6,366	3,457
Capital expenditures		30	234	137
Total assets	$ 97,654	132	97,654	80,344
Operating Segments \| Beverage Solutions
Segment Information
Net sales		908,449	659,383	722,865
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Net sales		280,503	191,343	141,849
Intersegment Eliminations
Segment Information
Net sales		$ (8,400)	$ (11,100)	$ (5,100)

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements.

Going Concern

Going Concern

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (as defined herein) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that projected cash flow from operations, including current projections of the timing and amount of cash flows to be generated from our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”) and available borrowings under its Credit Agreement, as amended, will be sufficient to fund operations and to maintain covenant compliance for at least the next twelve months. However, during the year ended December 31, 2025, we incurred net losses of $90.4 million and net cash outflows from operating activities of $19.0 million. If we are unable to achieve our profitability growth projections and maintain our covenant leverage ratio, interest coverage, and minimum

liquidity requirements, as a result of, for example, experiencing any adverse impact of changes or further delays in the estimated timing and/or volume of products to be produced in our Conway Facility over the next twelve months, and generate sufficient cash flows from operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants.

As further discussed in Note 12, 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 and entered into an Incremental Assumption Agreement and Amendment No. 5 to its Credit Agreement (as defined in Note 12), which modified certain financial covenants. However, as management’s ability to raise additional capital or amend its financial covenants cannot be assured, if necessary, management has committed to delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. If required, the Company will reduce operating costs to ensure compliance with its financial covenants. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities not exceeding three months at the time of purchase. The fair values of our cash and cash equivalents approximate the amounts shown on our Consolidated Balance Sheets due to their short-term nature.

Restricted Cash

Restricted cash represents cash maintained in margin accounts in accordance with futures market and broker regulations. In accordance with the Company’s accounting policy, the Company does not adjust the value of its derivative assets or liabilities by the amount of cash held in margin accounts.

Restricted cash also includes unremitted customer payments received under factoring arrangements, as described under Receivables Purchase Agreement below.

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	49,875	$	26,151
Restricted cash		21,164		9,413
Total	$	71,039	$	35,564

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 to 60 days. A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies or deductions. Our accounting policy for the allowance for credit losses requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account is determined to be uncollectible.

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2025		2024
Balance at beginning of period	$	3,995	$	2,915
Charged to selling, general and administrative expense		1,890		2,316
Write-offs, net		(3,135)		(1,236)
Total	$	2,750	$	3,995

Receivables Purchase Agreement

Receivables Purchase Agreement

On June 27, 2025, the Company entered into a receivable purchase agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”) through which the Company may sell up to $35.0 million of certain trade receivables on a nonrecourse basis to the Factor. Transactions under the Factoring Agreement qualify for true-sale treatment in accordance with Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”), whereby receivables sold to the Factor are recorded as a reduction of accounts receivable in the Consolidated Balance Sheets. As a part of the Factoring Agreement, we perform certain collection and administrative functions for the receivables sold.

During the year ended December 31, 2025, the Company received cash proceeds of $210.8 million related to the sale of receivables under the Factoring Agreement, remitted approximately $175.8 million of customer payments to the Factor, and incurred approximately $1.6 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Consolidated Statements of Operations. At December 31, 2025, the Company held $13.8 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Consolidated Balance Sheets. At December 31, 2025 and December 31, 2024, there was $1.2 million and $0, respectively, of deferred purchase price on the sold receivables, as defined in the Factoring Agreement, recorded within prepaid expenses and other current assets on the Consolidated Balance Sheets. Cash received from the initial sale of receivables under the Factoring Agreement is classified within operating activities, and cash received from any deferred purchase price is classified within investing activities in the Consolidated Statements of Cash Flows.

Inventories

Inventories are stated at the lower of cost, determined on the average cost method, or net realizable value. Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs.

Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Consolidated Statements of Operations. For the years ended December 31, 2025, 2024 and 2023, we recognized $8.7 million of net unrealized losses, $6.8 million of net unrealized gains and $4.2 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of sales and selling, general and administrative expense and is determined using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred.

As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses.

Capitalized Interest

Capitalized Interest

We capitalize a portion of interest costs incurred related to assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based on eligible expenditures incurred during the period involved in bringing the assets to their intended use and the Company’s weighted-average interest rate during the period. For the years ended December 31, 2025, 2024 and 2023, we capitalized approximately $1.0 million, $11.7 million and $3.2 million of interest costs, respectively.

Supply Chain Finance Program

Supply Chain Finance Program

The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $100.0 million. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Consolidated Balance Sheets. Amounts paid by the financing provider to suppliers are reported as cash inflows from financing activities and a corresponding cash outflow from operating activities in our Consolidated Statements of Cash Flows. Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Consolidated Statements of Cash Flows. Activity in the Program was as follows:


(Thousands)	December 31, 2025		December 31, 2024
Confirmed obligations outstanding at the beginning of the year	$	78,838	$	78,076
Invoices confirmed during the period		199,269		164,631
Confirmed invoices paid during the period		(181,513)		(163,869)
Confirmed obligations outstanding at the end of the quarter	$	96,594	$	78,838

Green Coffee Repurchase Program

Green Coffee Repurchase Program

On March 28, 2025, the Company entered into a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”). The Commodity Program is uncommitted and may be canceled by the financing provider at any time. At December 31, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $11.8 million and $0, respectively, of green coffee from the financing provider. The liability for Repo Transactions is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets. Cash flows related to Repo Transactions are reported as financing activities in our Consolidated Statements of Cash Flows.

Restructuring Activities

Restructuring Activities

The Company accounts for exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”). Restructuring charges may include one-time termination benefits related to employee separations, contract termination costs, long-lived asset impairments, and other related costs associated with exit or disposal activities.

The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. To the extent the Company’s actual results differ from its estimates and assumptions, the Company may be required to revise the estimates of future liabilities,

require the recognition of additional restructuring charges or the reduction of liabilities already recognized. Such changes to previously estimated amounts may be material to the Consolidated Financial Statements. Restructuring charges are not included in the Company’s measurement of segment profitability as discussed in Note 20.

During the second quarter of 2024, the Company committed to a plan to consolidate its manufacturing operations in its Beverage Solutions segment, which resulted in the closure and sale of its West Winds manufacturing facility in Concord, North Carolina, and the closure of its manufacturing facility in Richmond, California. All production from the impacted facilities was consolidated into other facilities operated by the Company in Concord, North Carolina and Conway, Arkansas.

The closure of the West Winds facility was completed as of June 30, 2024, and the Company completed the sale of the associated land and buildings during the fourth quarter of 2024, recognizing a $3.4 million gain, which is recorded in loss (gain) on disposal of property, plant and equipment in the Consolidated Statements of Operations. Production in our Richmond, California facility ceased during the third quarter of 2024. During the year ended December 31, 2024, the Company recognized $5.6 million and $0.1 million of impairment charges on property, plant and equipment and intangible assets, respectively, as a result of the consolidation of manufacturing facilities, which are recorded in impairment charges in the Consolidated Statements of Operations. The Company incurred total costs related to the plant consolidations of $4.0 million, of which $3.2 million was incurred during the year ended December 31, 2024 and approximately $0.8 million was incurred during the year ended December 31, 2025. These charges primarily relate to costs to remove and re-install production equipment into other manufacturing facilities.

In addition, during the second quarter of 2024, the Company committed to targeted restructuring activities to improve operational efficiency by reducing excess workforce capacity. As a result of this reduction, and the impacts of the consolidation of manufacturing facilities noted above, the Company recognized approximately $4.7 million of one-time employee severance costs during the year ended December 31, 2024. At December 31, 2025, there were no amounts accrued for related to such termination benefits.

The following table summarizes the changes in the Company’s accrual for employee termination benefits:


	Year Ended
	December 31,
(Thousands)	2025
Balance at beginning of period	$	644
Charges		—
Adjustments		(186)
Cash paid		(458)
Balance at end of the period	$	-

On February 12, 2024, following the completion of the Conway Facility, the Company entered into a lease termination agreement for its distribution center located in North Little Rock, AR (the “Gregory Distribution Center”). The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024. No costs were incurred as a result of the lease termination. During the first quarter of 2024, the Company remeasured the Gregory Distribution Center lease liability, and related right-of-use asset, in accordance with ASC 842, Leases, resulting in a reduction of the lease liability and right-of-use asset of approximately $3.0 million. As of June 30, 2024, there was no remaining lease liability or right-of-use assets related to the Gregory Distribution Center recorded in the Condensed Consolidated Balance Sheets.

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other, we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2025, all of

our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

While ASC 350 permits the use of a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis), we voluntarily elected to bypass the Step Zero analysis for our most recent annual impairment test, and proceeded directly to a quantitative assessment.

When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. For the annual impairment test performed as of October 1, 2025, equal weighting was applied to the income and market approaches.

If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill.

For the annual impairment test performed as of October 1, 2025, the estimated fair value of our Beverage Solutions reporting unit exceeded its carrying value by 55%, as such, no goodwill impairment was recognized. A 100-basis point increase in our weighted average cost of capital and a 100-basis point decrease in our terminal revenue growth rate, holding all other assumptions constant, would result in the estimated fair value of our Beverage Solutions reporting unit exceeded its carrying value by 40%,

Fair value determinations of the business require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test proves to be an accurate prediction of future results. Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and cost of capital. In determining these assumptions, we considered our ability to execute on our plans, future economic conditions, interest rates, and other market data. Many factors are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections; and therefore, could affect the likelihood and amount of potential impairment in future periods. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future.

Impairment of Property, Plant and Equipment

We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. As discussed in the Restructuring Activities section of this Note 3, for the year ended December 31, 2024, the Company recognized impairment losses of approximately $5.6 million. For the years ended December 31, 2025 and 2023, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized.

Intangible Assets

As of December 31, 2025, our intangible assets subject to amortization, net of accumulated amortization were $107.1 million. Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives. The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization. Other intangible assets are amortized over their expected recovery periods.

Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. As discussed in the Restructuring Activities section of this Note 3, for the year ended December 31, 2024, the Company recognized impairment losses of approximately $0.1 million. For the years ended December 31, 2025 and 2023, no impairment losses were recognized related to intangible assets subject to amortization.

Warrant Liabilities

Prior to October 2024, the Company had outstanding public and private warrants to purchase Common Shares (the “Warrants”), which were accounted for in accordance with the guidance contained in ASC 815, under which the Warrants did not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classified the Warrants as liabilities at their fair value and adjusted the Warrants to fair value at each reporting period, with changes in fair value being recognized in our Consolidated Statements of Operations.

The Company re-measured the fair value of the public Warrants based on the quoted market price of the public Warrants. The private Warrants were valued using a binomial lattice valuation model. The primary unobservable input utilized in determining the fair value of the private Warrants was the expected volatility of the stock price, which is determined by use of an option pricing model. For the years ended December 31, 2024 and 2023, the Company recognized $7.0 million and $10.2 million of gains, respectively, related to the change in fair value of warrant liabilities. No such gains or losses were recognized during the year ended December 31, 2025. At December 31, 2024 and December 31, 2025, there were no outstanding Warrants.

Equity Method Investments

Equity Method Investments

The equity method of accounting is used for investments in entities, partnerships and similar interests in which we have significant influence but do not control. Under the equity method, we adjust our investment in unconsolidated entities for additional contributions made, distributions received and income or losses from our pro-rata share of these unconsolidated entities’ net income or loss. As discussed in Note 2, on April 1, 2025, the Company entered into an agreement with ECOM that combines Westrock’s and ECOM’s Rwandan export operations. As of December 31, 2025, Westrock holds a 49.9% equity method investment in the joint venture with a balance of $6.5 million, which is reported in other long-term assets on the Consolidated Balance Sheets. Our proportionate share of the income or loss of the joint venture is reported in equity in (earnings) loss from unconsolidated entities on the Consolidated Statements of Operations and is reported in the results of our SS&T segment.

Equity Investments

Equity Investments

The Company holds strategic investments in other companies. These investments are accounted for under the measurement alternative described in ASC 321, Investments - Equity Securities (“ASC 321”) for equity investments that do not have readily determinable fair values. These investments are measured at cost, less impairment, if any. The Company does not exercise significant influence over these companies. These investments are recorded in other long-term assets on the Consolidated Balance Sheets. At December 31, 2025, the Company had equity investments with a carrying value of approximately $1.0 million, for which there is no readily determinable fair value.

Debt Issuance Costs

Debt issuance costs consist primarily of loan origination fees, underwriting, legal and other direct costs related to the issuance of debt. Fees related to the issuance of our Term Loan Facility are capitalized and amortized to interest expense over the term of the debt using the frozen effective yield method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to our Revolving Credit Facility are amortized ratably over the term of the Revolving Credit Facility and are included in other long-term assets in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations.

Derivatives

We use derivative financial instruments to manage our exposure to movements in certain commodity prices, primarily green coffee. All derivative instruments are valued at fair value in the Consolidated Balance Sheets. We do not use derivative instruments for speculative purposes.

For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into product costs of sales in the period, or periods, when the hedged transaction affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values of the cash flows of the underlying exposures being hedged. The change in fair value of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings.

Revenue Recognition

The Company’s revenue consists of products and services which are accounted for under ASC 606, Revenue from Contracts with Customers, (“ASC 606”) and from commodity contracts that are accounted for under ASC 815. We recognize revenue, net of sales returns, when ownership passes to customers for products manufactured in our own plants and/or by third parties on our behalf, and when prices to our customers are fixed or determinable and collection is reasonably assured. This may be upon completion of production, shipment of goods or upon delivery to the customer, depending on the contractual terms. Shipping and handling costs paid by the customer to us are included in revenue. Although we occasionally accept returns of products from our customers, historically returns have not been material.

Sales Incentives

We participate in various incentive programs with our customers, including volume-based incentives, contractual rebates and promotional allowances. Volume incentives are based on our customers achieving volume targets for a period of time. Volume incentives and contractual rebates are deducted from revenue and accrued as the incentives are earned and are based on management’s estimate of the total the customer is expected to earn and claim. Promotional allowances are accrued at the time of revenue recognition and are deducted from revenue based on either the volume shipped, or the volume sold at the retailer location, depending on the terms of the allowance. We regularly review customer sales forecasts to ensure volume targets will be met and adjust incentive accruals and revenues accordingly.

Cost of Sales

Costs of Sales

We record costs associated with the manufacturing of our products in costs of sales. Finished goods inventory costs include the costs of direct labor and materials and the applicable share of overhead expense chargeable to production.

Selling, General and Administrative Expense

We record all other operating expenses not charged to production as selling, general and administrative expense, except those meeting the definition of transaction, restructuring and integration expenses. Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense. For the years ended December 31, 2025, 2024 and 2023, advertising expenses were not material.

Shipping and Handling Costs

Shipping and handling costs incurred to deliver products from our locations to the end-user customer or distributor of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. Shipping and handling costs included in selling, general and administrative expense were $11.8 million, $14.7 million and $17.8 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

Shipping and handling costs incurred to store, prepare, and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in costs of sales.

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Compensation and Benefits

The Company accrues for employee bonuses as they are earned over the service period. As of December 31, 2025, accrued expenses and other current liabilities in our Consolidated Balance Sheets include approximately $19.1 million in employee bonuses and sales commissions. These bonuses relate to performance during the 2025 fiscal year and are expected to be paid in full in the first quarter of 2026. As of December 31, 2024, approximately $1.0 million of employee bonuses and sales commissions were recorded in accrued expenses and other current liabilities in our Consolidated Balance Sheets.

Foreign Currency Translation

Prior to the de-consolidation of RTC, the functional currency of our Rwandan subsidiary was the Rwandan Franc. All other international subsidiaries of the Company use the U.S. Dollar as their functional currency. The assets and liabilities of non-U.S. active operations are translated to U.S. dollars at the exchange rates in effect at the balance sheet dates. Revenues and expenses are translated using average monthly exchange rates prevailing during the period. The resulting gains or losses are recorded in AOCI.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases, using enacted income tax rates expected to apply when the deferred tax assets and liabilities are expected to be realized or settled. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions.

A valuation allowance is established to reduce deferred income tax assets if, on the basis of available evidence, it is more likely than not that all or a portion of any deferred tax assets will not be realized. The consideration of available evidence requires significant management judgment including an assessment of the future periods in which the deferred tax assets and liabilities are expected to be realized and projections of future taxable income. Specifically, in assessing the need for a valuation allowance, we consider the reversal of taxable temporary differences, future taxable income, the ability to carryback certain attributes and tax-planning strategies. The ultimate realization of the deferred tax assets, including net operating losses, is dependent upon the generation of future taxable income during the periods prior to their expiration. If our estimates and assumptions about future taxable income are not appropriate, the value of our deferred tax assets may not be recoverable, which may result in an increase to our valuation allowance that will impact current earnings. We re-evaluate our need for a valuation allowance on a quarterly basis.

We account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires management to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense (benefit) line in the accompanying Consolidated Statements of Operations, and we include accrued interest and penalties within other long-term liabilities in the accompanying Consolidated Balance Sheets.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law in the United States. The Act contains several provisions related to income taxes, including the extension of many expiring provisions from the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and restoration of the favorable tax treatment for certain business provisions, including the interest limitation under Section 163(j). The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2026. The effects of the Act were incorporated into our income tax provision for the year ended December 31, 2025 and there was no material impact to our income tax expense for year ended December 31, 2025. We will continue to evaluate the impacts of the Act and do not expect the Act to have a material impact to our total tax provision.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. The fair value of the acquired assets and liabilities assumed are estimated using the income, market and/or cost approach. The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, costs of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the estimated fair value. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The results of operations of businesses acquired are included in the Company’s Consolidated Financial Statements from their dates of acquisition.

Transaction, Restructuring and Integration Expense

The Company expenses non-capitalizable transaction, restructuring and integration expenses in the period in which they are incurred and services are received. Transaction costs represent incremental transaction pursuit and unsuccessful pursuit costs, including professional services (legal, accounting, advisory, etc.), finder’s fees and other direct expenses associated with an acquisition or other capital markets transactions. Restructuring and integration costs include direct costs related to restructuring activities, and costs necessary to integrate our systems and business processes, including professional services, systems and data conversions costs, severance and retention bonuses.

Recently adopted and issued accounting pronouncements

Recently adopted accounting pronouncements

ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement”. The amendments in this update require that a joint venture recognize and initially measure assets contributed and liabilities assumed at fair value upon its formation in the joint venture’s separate financial statements. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption

permitted. The Company adopted the amendments within ASU 2023-05 effective January 1, 2025. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the update relate to the rate reconciliation and income taxes paid disclosure and are intended to improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the tax reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in the update are intended to improve comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in the update should be applied on a prospective basis, with retrospective application permitted. The Company adopted the amendments within ASU 2023-09 when it became effective, in our 2025 annual reporting, on a retrospective basis. The adoption of this guidance resulted in additional annual tax disclosures but does not otherwise have a material impact on our financial position, results of operations or cash flows.

Recently issued accounting pronouncements

ASU 2024-03 – Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures”. The amendments in this update include requirements for public business entities to provide disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.

ASU 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)

On September 18, 2025, the FASB issued ASU No. 2025-06 “Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)”. ASU 2025-06 removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed. ASU 2025-06 will be effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis. The Company is currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.

Intangible Assets, Net - Amortization expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Amortization expenses for intangible assets
2026	$ 7,818
2027	7,818
2028	7,792
2029	7,784
2030	7,734
Thereafter	68,195
Total	$ 107,141	$ 114,879

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Going Concern

Cash and Cash Equivalents

Restricted Cash

Restricted cash also includes unremitted customer payments received under factoring arrangements, as described under Receivables Purchase Agreement below.

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	49,875	$	26,151
Restricted cash		21,164		9,413
Total	$	71,039	$	35,564

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2025		2024
Balance at beginning of period	$	3,995	$	2,915
Charged to selling, general and administrative expense		1,890		2,316
Write-offs, net		(3,135)		(1,236)
Total	$	2,750	$	3,995

Receivables Purchase Agreement

Inventories

Property, Plant and Equipment

Capitalized Interest

Supply Chain Finance Program


(Thousands)	December 31, 2025		December 31, 2024
Confirmed obligations outstanding at the beginning of the year	$	78,838	$	78,076
Invoices confirmed during the period		199,269		164,631
Confirmed invoices paid during the period		(181,513)		(163,869)
Confirmed obligations outstanding at the end of the quarter	$	96,594	$	78,838

Green Coffee Repurchase Program

Restructuring Activities

The following table summarizes the changes in the Company’s accrual for employee termination benefits:


	Year Ended
	December 31,
(Thousands)	2025
Balance at beginning of period	$	644
Charges		—
Adjustments		(186)
Cash paid		(458)
Balance at end of the period	$	-

Goodwill and Indefinite Lived Intangible Assets

our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

Impairment of Property, Plant and Equipment

Intangible Assets

Warrant Liabilities

Equity Method Investments

Equity Investments

Debt Issuance Costs

Derivatives

Revenue Recognition

Sales Incentives

Costs of Sales

Selling, General and Administrative Expense

Shipping and Handling Costs

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Compensation and Benefits

Foreign Currency Translation

Income Taxes

Business Combinations

Transaction, Restructuring and Integration Expense

Recently adopted accounting pronouncements

ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Recently issued accounting pronouncements

ASU 2024-03 – Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures

ASU 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (90,445)	$ (80,298)	$ (34,582)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases

Summary of amount of right-of-use lease assets and lease liabilities


(Thousands)	Balance Sheet Location	December 31, 2025		December 31, 2024
Right-of-use operating lease assets	Operating lease right-of-use assets	$	60,310	$	63,380
Operating lease liabilities - current	Accrued expenses and other current liabilities		4,908		4,420
Operating lease liabilities - noncurrent	Operating lease liabilities		58,146		60,692

Schedule of components of lease costs


	Year Ended December 31,
(Thousands)	2025		2024
Operating lease cost	$	10,371	$	10,797
Short-term lease cost		1,305		1,075
Total	$	11,676	$	11,872


	Year Ended December 31,
(Thousands)	2025		2024
Cash paid related to operating lease liabilities	$	9,429	$	9,670

Schedule of future minimum lease payments under non-cancellable operating leases


(Thousands)
2026	$	9,262
2027		9,010
2028		8,361
2029		8,377
2030		6,518
Thereafter		55,858
Total future minimum lease payments		97,386
Less: imputed interest		(34,332)
Present value of minimum lease payments	$	63,054

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

Summary of the fair value of financial instruments


	December 31, 2025
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	75,335	$	—	$	75,335
Forward purchase and sales contracts		—		15,049		—		15,049
Total	$	—	$	90,384	$	—	$	90,384

Liabilities:
Coffee futures contracts	$	110	$	—	$	—	$	110
Commodity swaps		—		8,235		—		8,235
Options contracts⁽¹⁾		1,106		16,800		—		17,906
Forward purchase and sales contracts		—		2,349		—		2,349
Total	$	1,216	$	27,384	$	—	$	28,600


	December 31, 2024
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,644	$	—	$	47,644
Coffee futures contracts		3,815		—		—		3,815
Options contracts		228		—		—		228
Forward purchase and sales contracts		—		15,703		—		15,703
Total	$	4,043	$	63,347	$	—	$	67,390

Liabilities:
Forward purchase and sales contracts		—		11,966		—		11,966
Total	$	—	$	11,966	$	—	$	11,966

Schedule of change in fair value


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2023	$	5,430
Change in fair value		(1,511)
Warrant exchange		(3,919)
Fair value as of December 31, 2024	$	—

Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transactions

Related Party Transactions

Note 22. Related Party Transactions

In February 2024, the Company sold and issued convertible notes (see Note 12) 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.

In November 2025, the Company sold and issued convertible notes (see Note 12) to HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Shares) and Jeffrey H. Fox Revocable Trust (an affiliate of Jeffrey H. Fox, a member of the board of directors of the Company), each a related party.

The Consolidated Financial Statements reflect the following transactions with related parties:


(Thousands)	December 31, 2025		December 31, 2024
Accrued expenses and other current liabilities
Westrock Group	$	383	$	383
Wooster Capital		96		96
HF Direct Investments Pool, LLC		558		479
Jeffrey H. Fox Revocable Trust		12		—
Total	$	1,049	$	958


(Thousands)	December 31, 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		35,000		25,000
Jeffrey H. Fox Revocable Trust		1,500		—
Total		61,500		50,000
Unamortized debt costs		(661)		(294)
Total	$	60,839	$	49,706


	Year Ended December 31,
(Thousands)	2025		2024
Interest expense:
Westrock Group	$	1,014	$	889
Wooster Capital		253		222
HF Direct Investments Pool, LLC		1,347		1,111
Jeffrey H. Fox Revocable Trust		12		—
Total	$	2,626	$	2,222

In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations. The Company recognized no such expenses during the years ended December 31, 2025 or 2024. For the year ended December 31, 2023, the Company recognized $0.6 million of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expense. For the years ended December 31, 2025, 2024 and 2023, the Company incurred expenses of $0.3 million, $0.9 million and $1.5 million, respectively, for such items, which are recorded in selling, general and administrative expense on our Consolidated Statements of Operations. At December 31, 2025, we had $0.1 million payable to Westrock Group.

During the year ended December 31, 2025, Falcon purchased $9.6 million, of green coffee from the Rwandan JV, in which the Company has a 49.9% interest. There was no such activity during the years ended December 31, 2024 and 2023. At December 31, 2025, we had $1.2 million payable to the Rwandan JV.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Fair Value Measurements - Change in Fair Value (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Fair Value Measurements
Fair value as of beginning	$ 5,430
Change in fair value	$ (1,511)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Warrant exchange	$ (3,919)

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Derivatives
Purchase obligations	$ 240,300
Net unrealized gains (losses)	(33,202)	$ 15,501	$ 9,717
Sustainable, Sourcing and Traceability
Derivatives
Purchase obligations	0	600
Forward sales contracts
Derivatives
Net unrealized gains (losses)	8,000	(2,100)	(4,100)
Revenue	$ 280,700	$ 190,000	$ 141,000

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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- Definition

The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.

+ References + Details

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenue
Revenues	$ 1,188,952	$ 850,726	$ 864,714
United States
Revenue
Revenues	947,890	673,186	744,067
All other countries
Revenue
Revenues	241,062	177,540	120,647
Coffee & tea
Revenue
Revenues	663,595	479,614	559,040
Flavors, extracts & ingredients
Revenue
Revenues	242,738	175,804	162,043
Other
Revenue
Revenues	2,116	3,965	1,782
Green coffee
Revenue
Revenues	$ 280,503	$ 191,343	$ 141,849

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2025

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Note 17. Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in equity during the period, except those resulting from transactions with our shareholders. Comprehensive income (loss) is comprised of net earnings and other comprehensive income (loss). Accumulated other comprehensive income (loss) reported on our Consolidated Balance Sheets consists of foreign currency translation adjustments and other items and the unrealized gains and losses, net of applicable taxes, on derivative instruments that have been designated and qualify as cash flow hedges.

Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2025, 2024 and 2023:


	Year Ended December 31,
(Thousands)	2025		2024		2023
Unrealized gain (loss) on derivative instruments:
Balance at beginning of period	$	18,863	$	3,362	$	(6,355)
Other comprehensive income (loss) before reclassifications		(14,868)		32,238		6,570
Amounts reclassified from accumulated comprehensive income		(20,069)		(15,780)		6,377
Other		1,003		—		—
Tax effect		1,735		(957)		(3,230)
Balance at end of period		(13,336)		18,863		3,362
Foreign currency translation adjustment
Balance at beginning of period		721		456		252
Other comprehensive income (loss) before reclassifications		21		265		204
Amounts reclassified from accumulated comprehensive income		(440)		—		—
Tax effect		—		—		—
Balance at end of period		302		721		456
Accumulated other comprehensive income (loss) at end of period	$	(13,034)	$	19,584	$	3,818

Equity-Based Compensation - Restricted common units - Other (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)	1,500,000	1,400,000
Common shares issued upon vesting of restricted common shares	735,139
Stock based compensation expenses	$ 14.5	$ 11.6	$ 8.3
Compensation cost not yet recognized	10.1
Aggregate intrinsic value	$ 6.8
Shares available for issuance	3,200,000
Expected term	1 year 4 months 24 days
Aggregate fair value	$ 9.1	$ 13.7
Restricted common units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	1 year
Restricted common units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	4 years
Market-based Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)	609,855
Volatility rate	50.00%
Risk free interest rate	3.80%
Expected term	2 years 9 months 18 days

Inventories (Tables)

12 Months Ended

Dec. 31, 2025

Inventories

Schedule of inventories


(Thousands)	December 31, 2025		December 31, 2024
Raw materials	$	86,231	$	82,412
Finished goods		38,236		32,520
Green coffee		75,335		48,391
Total inventories	$	199,802	$	163,323

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenue
Capitalized contract costs	$ 0	$ 0
Amortization of deferred contract costs	1,300	1,500	$ 2,400
Accounts receivable
Revenue
Receivables from contracts with customers	97,000	104,800
Prepaid expenses and other current assets
Revenue
Contract assets	$ 1,000	$ 1,200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share

Schedule of potentially dilutive securities that were excluded from the computation of dilutive shares


	Year Ended December 31,
(Thousands)	2025		2024		2023
Warrants		—		14,298		19,149
Restricted stock units		1,951		2,536		1,917
Options		1,191		1,299		1,445
If-converted securities		36,675		30,514		23,551

Schedule of basic and diluted earning per share


	Year Ended December 31,
(Thousands, except per share data)	2025		2024		2023
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	(90,098)	$	(79,949)	$	(34,743)
Denominator:
Weighted-average common shares outstanding - basic		95,351		89,795		80,684
Basic earnings (loss) per common share	$	(0.94)	$	(0.89)	$	(0.43)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	(90,098)	$	(79,949)	$	(34,743)
Net income (loss) attributable to common shareholders - diluted	$	(90,098)	$	(79,949)	$	(34,743)
Denominator:
Weighted-average common shares outstanding - basic		95,351		89,795		80,684
Weighted-average common shares outstanding - diluted		95,351		89,795		80,684

Dilutive (loss) earnings per common share	$	(0.94)	$	(0.89)	$	(0.43)

Goodwill

12 Months Ended

Dec. 31, 2025

Goodwill.

Goodwill

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2025 and 2024 were as follows:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2023
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
		116,111		116,111
Balance at December 31, 2024
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
		116,111		116,111
Balance at December 31, 2025
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
	$	116,111	$	116,111

- Definition

The entire disclosure for goodwill.

+ References + Details

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt

Summary of long-term debt


(Thousands)	December 31, 2025		December 31, 2024
Term loan facility	$	145,469	$	155,313
Delayed draw term loan facility		45,313		48,125
Revolving credit facility		145,000		112,500
Convertible notes payable		102,000		72,000
International trade finance lines		82,640		54,659
International notes payable		6,360		5,111
Other loans		7		19
Total debt		526,789		447,727
Unamortized debt costs		(3,326)		(3,425)
Current maturities of long-term debt		(19,281)		(14,057)
Convertible notes payable - related party, net		(60,839)		(49,706)
Short-term debt		(82,640)		(54,659)
Long-term debt, net	$	360,703	$	325,880

Schedule of debt payments required in each of the next five years


(Thousands)
2026	$	19,281
2027		319,508
2028		3,360
2029		72,000
2030		—
Thereafter		30,000
Total	$	444,149

Summary of Significant Accounting Policies - Accrual for employee termination benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Accrual for employee termination benefits
Balance at beginning of period	$ 644
Charges	0
Adjustments	(186)
Cash paid	$ (458)
Balance at end of the period

- Definition

Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Basis of Presentation and Consolidation (Details) - USD ($)		3 Months Ended	12 Months Ended
	Apr. 03, 2023	Jun. 30, 2025	Dec. 31, 2025
Class of Stock [Line Items]
Gain (loss) from de-consolidation			$ 2,291,000
Investment in Falcon
Class of Stock [Line Items]
Percentage of ownership	15.00%
Aggregate consideration paid in cash	$ 3,200,000
Cash paid	$ 2,000,000
Aggregate consideration paid in shares	100,000
ETC Holdings SA
Class of Stock [Line Items]
Amount paid for ownership interest			$ 100,000
Percentage of ownership			49.90%
Rwanda Trading Company
Class of Stock [Line Items]
Total assets deconsolidated			$ 9,300,000
Cash and cash equivalents deconsolidation			2,900,000
Total liabilities deconsolidation			$ 10,300,000
Gain (loss) from de-consolidation		$ 2,300,000

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
Beginning balance	$ 30,542	$ 12,878	$ 8,464
Additions	25,220	17,664	4,414
Ending Balance	55,762	$ 30,542	$ 12,878
Valuation allowance change	25,200
Valuation allowance change in other comprehensive income (loss)	16,300
Valuation allowance change in continuing operations	$ 6,900

Summary of Significant Accounting Policies - Obligations Outstanding (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Confirmed obligations outstanding at the beginning of the year	$ 78,838	$ 78,076
Invoices confirmed during the year	199,269	164,631
Confirmed invoices paid during the year	(181,513)	(163,869)
Confirmed obligations outstanding at the end of the year	$ 96,594	$ 78,838

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2025

Related Party Transactions

Schedule of transactions with related parties

The Consolidated Financial Statements reflect the following transactions with related parties:


(Thousands)	December 31, 2025		December 31, 2024
Accrued expenses and other current liabilities
Westrock Group	$	383	$	383
Wooster Capital		96		96
HF Direct Investments Pool, LLC		558		479
Jeffrey H. Fox Revocable Trust		12		—
Total	$	1,049	$	958


(Thousands)	December 31, 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		35,000		25,000
Jeffrey H. Fox Revocable Trust		1,500		—
Total		61,500		50,000
Unamortized debt costs		(661)		(294)
Total	$	60,839	$	49,706


	Year Ended December 31,
(Thousands)	2025		2024
Interest expense:
Westrock Group	$	1,014	$	889
Wooster Capital		253		222
HF Direct Investments Pool, LLC		1,347		1,111
Jeffrey H. Fox Revocable Trust		12		—
Total	$	2,626	$	2,222

Leases

12 Months Ended

Dec. 31, 2025

Leases

Leases

Note 9. Leases

We have operating leases for manufacturing, production, administrative, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from 1 year to 15 years, some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year.

The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Consolidated Balance Sheets:


(Thousands)	Balance Sheet Location	December 31, 2025		December 31, 2024
Right-of-use operating lease assets	Operating lease right-of-use assets	$	60,310	$	63,380
Operating lease liabilities - current	Accrued expenses and other current liabilities		4,908		4,420
Operating lease liabilities - noncurrent	Operating lease liabilities		58,146		60,692

During the years ended December 31, 2025 and 2024, the Company obtained approximately $2.5 million and $1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, Arkansas, the Company entered into a lease termination agreement for the Gregory Distribution Center lease. The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024. No costs were incurred as a result of the lease termination. This lease termination event does not significantly alter the Company’s operational capabilities or its financial position.

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Consolidated Statements of Operations. The components of lease costs for the year ended December 31, 2025 and 2024 are as follows:


	Year Ended December 31,
(Thousands)	2025		2024
Operating lease cost	$	10,371	$	10,797
Short-term lease cost		1,305		1,075
Total	$	11,676	$	11,872

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of December 31, 2025 and 2024:

Supplemental cash flow information about the Company’s leases as of December 31, 2025 and 2024, respectively, is as follows:


	Year Ended December 31,
(Thousands)	2025		2024
Cash paid related to operating lease liabilities	$	9,429	$	9,670

Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Consolidated Balance Sheets. There were no material finance leases as of December 31, 2025.

Future minimum lease payments under non-cancellable operating leases as of December 31, 2025 are as follows:


(Thousands)
2026	$	9,262
2027		9,010
2028		8,361
2029		8,377
2030		6,518
Thereafter		55,858
Total future minimum lease payments		97,386
Less: imputed interest		(34,332)
Present value of minimum lease payments	$	63,054

Fair Value Measurements - Measurements (Details) $ in Millions	Dec. 31, 2025 USD ($)
Fair Value Measurements
Upward adjustment to carrying value	$ 0.0
Downward adjustment to carrying value	0.0
Equity method investment at cost	$ 1.0

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Mar. 03, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Securities Act File Number	001-41485
Entity Registrant Name	WESTROCK COFFEE COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0977200
Entity Address, Address Line One	4009 N. Rodney Parham Road
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Little Rock
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72212
City Area Code	501
Local Phone Number	918-9358
Title of 12(b) Security	Shares of common stock, par value $0.01 per share
Trading Symbol	WEST
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 281.5
Entity Common Stock, Shares Outstanding		96,879,112
Documents Incorporated by Reference [Text Block]	Part III of this Form 10-K incorporates information by reference from the registrant’s definitive proxy statement related to the 2026 annual meeting of stockholders, which will be filed no later than 120 days after December 31, 2025.
Entity Central Index Key	0001806347
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Little Rock, Arkansas
Auditor Firm ID	238

Income Taxes - Taxes paid, net of refunds (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Paid, by Individual Jurisdiction [Line Items]
State	$ 436	$ 411	$ 487
Total	1,166	$ 411	1,432
United Kingdom
Income Tax Paid, by Individual Jurisdiction [Line Items]
Foreign	622		905
Other foreign jurisdictions
Income Tax Paid, by Individual Jurisdiction [Line Items]
Foreign	$ 108		$ 40

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes

Schedule of U.S. and international components of income (loss) before income taxes


	Year Ended December 31,
(Thousands)	2025		2024		2023
U.S.	$	(99,309)	$	(77,808)	$	(34,695)
International		2,191		1,430		(6,130)
Loss before income taxes and equity in earnings from unconsolidated entities	$	(97,118)	$	(76,378)	$	(40,825)

Schedule of income tax expense (benefit) component


	Year Ended December 31,
(Thousands)	2025		2024		2023
Current expense (benefit)
Federal	$	—	$	—	$	—
State		451		447		266
Foreign		889		(6)		(112)
Total current		1,340		441		154
Deferred expense (benefit)
Federal		(792)		1,244		(7,365)
State		(219)		(27)		236
Foreign		(2,077)		2,070		617
Total deferred		(3,088)		3,287		(6,512)

Income tax expense (benefit)	$	(1,748)	$	3,728	$	(6,358)

Schedule of reconciliation of income tax expense (benefit)


	Year Ended December 31,
	2025			2024			2023
(Thousands)	Amount		Rate	Amount		Rate	Amount		Rate
U.S. federal statutory tax rate	$	(19,361)	21.0%	$	(16,039)	21.0%	$	(8,573)	21.0%
State and local income taxes, net of federal income tax effect¹		103	(0.1)%		326	(0.4)%		447	(1.1)%
Foreign tax effects
United Kingdom
Change in valuation allowance		(1,965)	2.1%		617	(0.8)%		677	(1.7)%
Other		54	(0.1)%		367	(0.5)%		96	(0.2)%
Rwanda
Change in valuation allowance		(2,341)	2.5%		567	(0.7)%		829	(2.0)%
Other		2,425	(2.6)%		(53)	0.1%		(249)	0.6%
Other foreign jurisdictions		181	(0.2)%		267	(0.3)%		441	(1.1)%
Effect of cross-border tax laws
Global intangible low-taxed income ("GILTI") inclusion		1,400	(1.5)%		1,021	(1.3)%		—	—%
Change in valuation allowance		17,193	(18.6)%		17,366	(22.7)%		1,771	(4.3)%
Nontaxable or nondeductible items						—%
Change in fair value of warrants		—	—%		(1,473)	1.9%		(2,144)	5.3%
Excess compensation (§162(m))		1,730	(1.9)%		70	(0.1)%		717	(1.8)%
Share-based payment awards		947	(1.0)%		390	(0.5)%		(838)	2.1%
Other nontaxable or nondeductible items		194	(0.2)%		268	(0.4)%		152	(0.4)%
Other adjustments
Basis difference in equity method investment		(2,572)	2.8%		—	—%		—	—%
Other		264	(0.3)%		34	(0.0)%		316	(0.8)%
Income tax expense (benefit)	$	(1,748)	1.9%	$	3,728	(4.9)%	$	(6,358)	15.6%

Schedule of income taxes paid net of refunds by jurisdiction


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Federal	$	—	$	—	$	—
State		436		411		487
Foreign
United Kingdom		622		—		905
Other foreign jurisdictions		108		—		40
Total	$	1,166	$	411	$	1,432

Schedule of deferred income tax assets and liabilities


(Thousands)	December 31, 2025		December 31, 2024
Deferred tax assets
Liabilities and reserves	$	2,978	$	2,058
Interest limitation		26,550		20,633
Net operating losses		72,087		65,630
Transaction expenses		143		165
Inventories		1,445		—
Stock compensation		1,891		1,753
Derivatives		1,972		—
Operating lease liabilities		15,246		15,709
Other		2,269		1,438
Total		124,581		107,386
Valuation allowance		(55,762)		(30,542)
Total deferred tax assets, net	$	68,819	$	76,844
Deferred tax liabilities
Property, plant and equipment	$	(39,450)	$	(42,659)
Intangible assets		(24,442)		(25,061)
Derivatives		—		(7,071)
Right-of-use assets		(14,550)		(15,267)
Inventories		—		(1,278)
Other		(537)		(462)
Total		(78,979)		(91,798)
Net deferred tax liability	$	(10,160)	$	(14,954)

Summary of valuation allowance


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	30,542	$	12,878	$	8,464
Additions		25,220		17,664		4,414
Ending Balance	$	55,762	$	30,542	$	12,878

Schedule reconciliation of unrecognized tax benefits


(Thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Beginning balance	$	4,999	$	3,990	$	96
Additions for tax positions in prior period		—		—		2,473
Additions for tax positions in current period		1,704		1,009		1,421
Ending Balance	$	6,703	$	4,999	$	3,990

Debt

12 Months Ended

Dec. 31, 2025

Debt

Debt

Note 12. Debt

Our long-term debt as of December 31, 2025 and 2024 was as follows:


(Thousands)	December 31, 2025		December 31, 2024
Term loan facility	$	145,469	$	155,313
Delayed draw term loan facility		45,313		48,125
Revolving credit facility		145,000		112,500
Convertible notes payable		102,000		72,000
International trade finance lines		82,640		54,659
International notes payable		6,360		5,111
Other loans		7		19
Total debt		526,789		447,727
Unamortized debt costs		(3,326)		(3,425)
Current maturities of long-term debt		(19,281)		(14,057)
Convertible notes payable - related party, net		(60,839)		(49,706)
Short-term debt		(82,640)		(54,659)
Long-term debt, net	$	360,703	$	325,880

The following table summarizes our long-term debt payments required in each of the next five years and thereafter:


(Thousands)
2026	$	19,281
2027		319,508
2028		3,360
2029		72,000
2030		—
Thereafter		30,000
Total	$	444,149

Credit Agreement

The Company is party to a credit agreement (as amended, modified or supplemented, the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an aggregate principal amount of $200.0 million (the “Revolving Credit Facility”), (b) a senior secured first lien term loan facility in an aggregate principal amount of $175.0 million (the “Term Loan Facility”), and (c) incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million. The Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus an applicable margin.

At December 31, 2025, we had $145.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.9%, and we had $2.0 million of standby letters of credit outstanding. At December 31, 2025, the interest rate applicable to our Term Loan Facility was 7.9% and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.2%.

On February 15, 2024, the Company entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement. The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023, and amended the thresholds for compliance with the Company’s (i) secured net leverage ratio, and (ii) interest coverage ratio, which were further amended by the Fourth and Fifth Amendments as described below. The Third Amendment permits the Company to issue convertible notes, including the 2029 Convertible Notes, and limited the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments.

The Credit Agreement, as amended through the Third Amendment, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $15 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $20 million of unrestricted cash, as defined within the Third Amendment of the Credit Agreement, on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.

On January 15, 2025, the Company, entered into an Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower under the Credit Agreement by $25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”). The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended through the Fourth Amendment, is $200.0 million. The Incremental Revolving Facility Commitments and the Incremental Revolving Loans are subject to the same interest rates, commitment fees, maturity dates and other terms as the Existing Revolving Facility Commitments and the Existing Revolving Loans.

The Fourth Amendment also modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period and clarified that the Company’s minimum liquidity covenant will not apply after the Covenant Relief Period ends.

On November 4, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment modified and extended 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 permitted 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) 5.50x for the test period ending December 31, 2025, (b) 5.25x for the test period ending March 31, 2026, (c) 5.00x for the test period ending June 30, 2026, (d) 4.50x for the test period ending September 30, 2026 and (e) 4.00x 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, 1.50x, (b) on January 1, 2026 and on or prior to September 30, 2026, 1.75x and (c) on October 1, 2026 and thereafter, 2.00x. As of the date of this Annual Report on Form 10-K, the Company was in compliance with its financial covenants.

The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $4.2 million (1.875% of the original principal balance), increasing to approximately $5.6 million (2.5% of the original principal balance) during the final year of the agreements.

Convertible Notes

On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “2029 Convertible Notes”), of which $50.0 million was from related parties (See Note 22). The 2029 Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum.

The 2029 Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Consolidated Balance Sheets. At December 31, 2025, the carrying value of the 2029 Convertible Notes was $71.7 million, of which $49.8 million was from related parties. We incurred a total of $0.5 million of financing fees in connection with the 2029 Convertible Notes, which were ratably allocated to the convertible notes payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the 2029 Convertible Notes utilizing the effective interest rate method.

Pursuant to the terms of the 2029 Convertible Notes, noteholders may convert their 2029 Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, 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; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) 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, 2028.

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 Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2029 Convertible Notes in respect of the conversion of the 2029 Convertible Notes. The initial conversion price of the 2029 Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of 2029 Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.

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”), of which $11.5 million was from related parties. The 2031 Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum.

The 2031 Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Consolidated Balance Sheets. At December 31, 2025, the carrying value of the 2031 Convertible Notes was $28.9 million, of which $11.1 million was from related parties. We incurred a total of $1.2 million of financing fees in connection with the 2031 Convertible Notes, which were ratably allocated to the convertible notes payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the 2031 Convertible Notes utilizing the effective interest rate method.

Pursuant to the terms of the 2031 Convertible Notes, noteholders may convert their 2031 Convertible Notes at their option only in the following circumstances: (i) 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; (ii) 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 (iii) 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.

International Debt and Lending Facilities

On March 21, 2023, we entered into a $70 million working capital trade finance facility with multiple financial institutions through our subsidiary, Falcon. The facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility matured one year from inception. Borrowings under the facility bore interest at the borrower’s option at a rate equal to (a) Term SOFR, plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).

On March 8, 2024, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was reduced from $70.0 million to $55.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility will mature one year from inception. Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).

On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $55.0 million to $75.0 million. The interest rates and maturity date were unchanged as a result of the amendment.

On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was increased from $75.0 million to $85.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility will mature one year from inception. Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).

On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions. The facility size was increased from $85.0 million to $102.5 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.

At December 31, 2025, there was $82.6 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Consolidated Balance Sheets. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of December 31, 2025.

On September 28, 2023, we entered into a $5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through Falcon. The facility will mature on December 31, 2026, and requires stepped repayments of $0.5 million on December 31, 2024, $1.0 million on December 31, 2025 and $3.5 million on December 31, 2026. Borrowings under the facility bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S. Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin.

On December 16, 2025, Falcon amended its working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund. The amendment extended the maturity date on the then remaining outstanding

balance of $3.5 million to March 31, 2028, and requires stepped repayments of $1.0 million during 2026, $2.0 million during 2027 and $0.5 million on March 31, 2028. On December 16, 2025, Falcon obtained an additional $2.9 million loan with responsAbility Climate Smart Agriculture & Food Systems Fund. The facility will mature on December 31, 2028 and requires stepped repayments of $2.9 million throughout 2028.

At December 31, 2025, there was $6.4 million of outstanding borrowings under the facility, of which $5.4 million and $1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Consolidated Balance Sheets. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth. Falcon was in compliance with these financial covenants as of December 31, 2025.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Additional Information (Details)						12 Months Ended
Debt - Additional Information (Details)	Mar. 07, 2025 USD ($)	Aug. 15, 2024 USD ($) D $ / shares	Mar. 08, 2024 USD ($)	Mar. 21, 2023 USD ($)	Aug. 29, 2022 USD ($)	Dec. 31, 2025 USD ($) D $ / shares	Nov. 04, 2025 USD ($)	Jul. 23, 2025 USD ($)	Jul. 22, 2025 USD ($)	Mar. 06, 2025 USD ($)	Jan. 15, 2025 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Aug. 21, 2024 USD ($)	Mar. 07, 2024 USD ($)	Feb. 15, 2024 USD ($)
Debt
Total debt						$ 526,789,000						$ 447,727,000
Convertible notes payable - related party, net						(60,839,000)						(49,706,000)
Short-term debt						$ 82,640,000						$ 54,659,000
Par value (in dollars per share) \| $ / shares						$ 0.01						$ 0.01
Percentage of conversion price for conversion of convertible notes		130.00%
Number of trading days of certain fundamental change transactions that occur prior to close of business		35 days
Minimum liquidity covenant required						$ 15,000,000
Anti-Cash Hoarding Covenant Requirement Amount						20,000,000
Threshold consecutive trading days immediately preceding calendar year \| D		30
Threshold trading days of 30 consecutive trading days for calculating share price \| D		20
Revolving credit facility
Debt
Face amount					$ 200,000,000	200,000,000
Line of credit						$ 145,000,000
Weighted average effective rate (as a percent)						7.90%
Increase in available borrowings under the Credit Agreement											$ 25,000,000
Revolving credit facility \| Test period ending March 31, 2026
Debt
Net Leverage Ratio							5.25
Revolving credit facility \| Test period ending June 30, 2026
Debt
Net Leverage Ratio							5
Revolving credit facility \| Test period ending September 30, 2026
Debt
Net Leverage Ratio							4.5
Revolving credit facility \| Test period ending December 31, 2026
Debt
Net Leverage Ratio							4
Term Loan facility
Debt
Face amount					175,000,000
Effective rate (as a percent)						7.90%
Term Loan facility \| Year four
Debt
Periodic payment principal amount					$ 4,200,000
Percentage of original principal amount					1.875%
Term Loan facility \| Year five
Debt
Periodic payment principal amount					$ 5,600,000
Percentage of original principal amount					2.50%
Standby letter of credit
Debt
Letters of credit outstanding						$ 2,000,000
Delayed Draw Term Loan Facility
Debt
Face amount						$ 50,000,000
Effective rate (as a percent)						8.20%
Maximum \| Revolving credit facility
Debt
Interest coverage ratio							1.5
Net Leverage Ratio							5.5
Maximum \| Revolving credit facility \| Test period January 1 to September 30, 2026
Debt
Interest coverage ratio							1.75
Maximum \| Revolving credit facility \| Test period after October 1, 2026
Debt
Interest coverage ratio							2
Base rate \| One Month Interest Period
Debt
Interest rate (as a percent)					1.00%
Interest period					1 month
SOFR \| One Month Interest Period
Debt
Variable rate (as a percent)					0.10%
Interest period					1 month
SOFR \| Three Month Interest Period
Debt
Variable rate (as a percent)					0.15%
Interest period					3 months
SOFR \| Six Month Interest Period
Debt
Variable rate (as a percent)					0.25%
Interest period					6 months
NYFRB
Debt
Interest rate (as a percent)					0.50%
Related Party
Debt
Convertible notes payable - related party, net						$ (60,839,000)						$ (49,706,000)
New short-term trade finance facility
Debt
Face amount	$ 85,000,000		$ 55,000,000	$ 70,000,000				$ 102,500,000	$ 85,000,000	$ 75,000,000			$ 75,000,000	$ 70,000,000
Variable rate (as a percent)				4.00%
Line of credit						82,600,000
Debt term	1 year		1 year	1 year
New short-term trade finance facility \| SOFR
Debt
Variable rate (as a percent)	4.00%		4.00%
New short-term trade finance facility \| SOFR one-month
Debt
Variable rate (as a percent)	1.00%		1.00%	1.00%
New short-term trade finance facility \| Federal Funds Rate
Debt
Variable rate (as a percent)	1.00%		1.00%	0.50%
5.00% convertible senior notes due 2029
Debt
Interest rate (as a percent)															5.00%
Total debt						72,000,000
Face amount		$ 1,000													$ 72,000,000
Convertible notes payable - related party, net						(49,800,000)
Initial conversion rate		77.88
Percentage of shares issuable on outstanding common stock		19.99%
Conversion price \| $ / shares		$ 12.84
5.00% convertible senior notes due 2029 \| Related Party
Debt
Face amount															$ 50,000,000
5.00% convertible senior notes due 2031
Debt
Interest rate (as a percent)							5.00%
Debt finance costs						1,200,000
Total debt						28,900,000
Face amount							$ 30,000,000
Convertible notes payable - related party, net						$ 11,100,000
Initial conversion rate						190.48
Percentage of conversion price for conversion of convertible notes						130.00%
Percentage of shares issuable on outstanding common stock						19.99%
Number of trading days of certain fundamental change transactions that occur prior to close of business						35 days
Threshold consecutive trading days immediately preceding calendar year \| D						30
Threshold trading days of 30 consecutive trading days for calculating share price \| D						20
Conversion price \| $ / shares						$ 5.25
Number of Equity Instruments converted into common shares						5,700,000
5.00% convertible senior notes due 2031 \| Related Party
Debt
Face amount							$ 11,500,000

Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Information

Summary of selected financial data related to our segments


	Year Ended December 31, 2025
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	908,449	$	280,503	$	1,188,952

Segment Adjusted EBITDA		68,481		16,523		85,004
Less:
Interest expense						55,747
Depreciation and amortization						55,836
Transaction, restructuring and integration expense						9,475
Equity-based compensation						14,552
Conway extract and ready-to-drink facility pre-production costs						24,725
Conway extract and ready-to-drink facility scale up operating costs						15,328
Mark-to-market adjustments						629
(Gain) loss on disposal of property, plant and equipment						1,278
Other						4,552
Loss before income taxes and equity in earnings from unconsolidated entities					$	(97,118)

Capital expenditures	$	88,770	$	30	$	88,800
Total assets		1,175,846		132		1,175,978

(1)	Excludes $8.4 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.


	Year Ended December 31, 2024
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	659,383	$	191,343	$	850,726

Segment Adjusted EBITDA		53,639		6,366		60,005
Less:
Interest expense						33,856
Depreciation and amortization						34,745
Transaction, restructuring and integration expense						13,797
Change in fair value of warrant liabilities						(7,015)
Equity-based compensation						11,608
Impairment charges						5,686
Conway extract and ready-to-drink facility pre-production costs						35,544
Conway extract and ready-to-drink facility scale up operating costs						12,825
Mark-to-market adjustments						(4,622)
(Gain) loss on disposal of property, plant and equipment						(1,722)
Other						1,681
Loss before income taxes and equity in earnings from unconsolidated entities					$	(76,378)

Capital expenditures	$	159,391	$	234	$	159,625
Total assets		1,004,126		97,654		1,101,780

(1)	Excludes $11.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.


	Year Ended December 31, 2023
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	722,865	$	141,849	$	864,714

Segment Adjusted EBITDA		41,624		3,457		45,081
Less:
Interest expense						29,157
Depreciation and amortization						26,584
Transaction, restructuring and integration expense						14,557
Change in fair value of warrant liabilities						(10,207)
Management and consulting fees (S&D acquisition)						556
Equity-based compensation						8,708
Conway extract and ready-to-drink facility pre-production costs						11,698
Mark-to-market adjustments						(104)
(Gain) loss on disposal of property, plant and equipment						1,153
Other						3,804
Loss before income taxes and equity in earnings from unconsolidated entities					$	(40,825)

Capital expenditures	$	164,474	$	137	$	164,611
Total assets		891,170		80,344		971,514

(1)	Excludes $5.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Summary of net sales information by geographic area


		Year Ended December 31, 2025
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	908,449	$	280,503
Less:
Costs of sales		735,008		257,539
Employee related⁽¹⁾		57,742		8,094
Information technology		7,207		n/a
Advertising & marketing		2,310		n/a
Professional fees		9,656		n/a
Corporate insurance		6,309		n/a
Freight		11,734		n/a
Other segment expense⁽²⁾		10,002		(1,653)
Segment Adjusted EBITDA	$	68,481	$	16,523


		Year Ended December 31, 2024
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	659,383	$	191,343
Less:
Costs of sales		502,194		174,274
Employee related⁽¹⁾		45,227		7,363
Information technology		5,692		n/a
Advertising & marketing		3,949		n/a
Professional fees		10,698		n/a
Corporate insurance		7,197		n/a
Freight		14,492		n/a
Other segment expense⁽²⁾		16,295		3,340
Segment Adjusted EBITDA	$	53,639	$	6,366


		Year ended December 31, 2023
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	722,865	$	141,849
Less:
Costs of sales		582,528		127,994
Employee related⁽¹⁾		36,296		6,285
Information technology		4,351		n/a
Advertising & marketing		5,562		n/a
Professional fees		8,413		n/a
Corporate insurance		5,020		n/a
Freight		17,846		n/a
Other segment expense⁽²⁾		21,225		4,113
Segment Adjusted EBITDA	$	41,624	$	3,457

1 - Employee related costs are costs reported within selling, general and administrative expense in our Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses.

2 – Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2025

Equity-Based Compensation

Equity-Based Compensation

Note 16. Equity-Based Compensation

The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders.

Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations. Income tax

benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Stock Options

Outstanding stock options were issued under the Company’s Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan (the “2020 Option Plan”). One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. All option grants have an exercise price of $9.54 and generally have a ten-year term prior to expiration. As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”), no additional awards will be granted under the 2020 Option Plan.


				Weighted-Average
		Weighted-Average		Remaining
	Options	Exercise Price		Contractual Term
Options outstanding at December 31, 2024	2,549,806	$	9.54	5.7 years
Options granted	—		—
Options forfeited	(236,070)		9.54
Options exercised	—		—
Outstanding at December 31, 2025	2,313,736		9.54	4.8 years

Exercisable at December 31, 2025	1,044,867		9.54	4.8 years

Intrinsic value for stock options is defined as the amount by which the current market price of the underlying stock exceeds the weighted-average exercise price. For stock options where the weighted-average exercise price exceeds the current market price of the underlying stock, the intrinsic value is zero. The intrinsic value of options outstanding as of December 31, 2025 was zero, calculated using $4.07 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. The total compensation cost of stock options vested during the years ended December 31, 2025, 2024 and 2023 was not material. The total compensation cost of unvested options, not yet recognized, will be recognized over the next year and is not expected to be material.

Restricted Stock Unit Awards

The Company grants restricted stock units (“RSUs”) under the 2022 Equity Plan. RSUs may contain a service, performance or market condition on which vesting is based.

Service-based RSUs vest in equal installments on anniversaries of the grant date over the explicit service period, which ranges from one to four years. The Company recognizes the expense relating to these units on a straight-line basis over the vesting period.

Performance-based RSUs vest upon satisfaction of the Company’s achievement of certain pre-defined performance targets during a stated performance period and are subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the explicit service period, based on the probability of achievement of the performance targets.

Market-based RSUs vest upon the Company’s achievement of certain stock price targets over a stated measurement period, subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the derived service period, even if the market condition is not achieved.

The Company recognizes equity-based compensation expense, for its RSU awards, in an amount equal to the grant-date fair value of the respective award. The fair value of service-based RSUs and performance-based RSUs is based on the

closing price of the Company’s common stock on the grant date. For market-based RSUs granted during the year ended December 31, 2025, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions: (i) expected term of 2.8 years, (ii) expected volatility of 50.0% and (iii) risk-free interest rate of 3.8%.

Compensation costs associated with service-based RSUs and performance-based RSUs are recognized only for those awards that ultimately vest, whereas compensation costs associated with market-based RSUs are recognized even if the market condition is never satisfied.

During the years ended December 31, 2025 and 2024, the Company granted 1.5 million and 1.4 million RSUs with an aggregate grant date fair value of $9.1 million and $13.7 million, respectively, under the 2022 Equity Plan. During the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $14.5 million, $11.6 million and $8.3 million, respectively, in expense for the RSUs. As of December 31, 2025, total unrecognized compensation costs related to RSUs were approximately $10.1 million. These costs are expected to be recognized over a weighted average period of 1.4 years. As of December 31, 2025, there were 3.2 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the year ended December 31, 2025.


	Service-based Restricted Stock Units			Performance-based Restricted Stock Units			Market-based Restricted Stock Units
		Weighted-Average			Weighted-Average			Weighted-Average
		Fair Value at			Fair Value at			Fair Value at
	Units	Grant Date		Units	Grant Date		Units	Grant Date
Outstanding at December 31, 2024	2,444,228	$	10.44	—	$	—	—	$	—
Granted	297,654		6.81	609,818		7.00	609,855		4.52
Forfeited	(95,358)		10.12	(52,352)		6.98	(52,355)		4.52
Vested	(1,060,935)		10.92	—		—	—		—
Outstanding at December 31, 2025	1,585,589	$	9.48	557,466	$	7.01	557,500	$	4.52

During the year ended December 31, 2025, the Company issued 735,139 Common Shares upon the vesting of RSUs, for which no proceeds were recorded. The aggregate intrinsic value of RSUs vested for the year ended December 31, 2025 was $6.8 million, calculated using the closing price of our common stock on the vesting date.

Goodwill (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill.

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2023
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
		116,111		116,111
Balance at December 31, 2024
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
		116,111		116,111
Balance at December 31, 2025
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
	$	116,111	$	116,111

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Section 55
-Paragraph 24
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-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Subsequent Events (Details) - USD ($) $ in Millions	Mar. 05, 2026	Jan. 01, 2026	Dec. 31, 2025
Subsequent Events
Payment deferrals of raw material			$ 100.0
Subsequent Events
Subsequent Events
Payment deferrals of raw material	$ 110.0	$ 102.5

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Nov. 30, 2025	Feb. 29, 2024
Related Party Transactions
Accrued expenses and other current liabilities	$ 95,340	$ 34,095
Convertible notes payable - related party, net	60,839	49,706
Interest expense	55,747	33,856	$ 29,157
Minimum \| HF Direct Investments Pool, LLC
Related Party Transactions
Ownership percentage				10.00%	10.00%
Related Party
Related Party Transactions
Accrued expenses and other current liabilities	1,049	958
Total	61,500	50,000
Unamortized debt costs	(661)	(294)
Convertible notes payable - related party, net	60,839	49,706
Interest expense	$ 2,626	2,222
Related Party \| Rwanda Trading Company
Related Party Transactions
Ownership percentage	49.90%
Accrued expenses and other current liabilities	$ 1,200
Related Party \| Westrock Group
Related Party Transactions
Accrued expenses and other current liabilities	383	383
Total	20,000	20,000
Interest expense	1,014	889
Related Party \| Wooster Capital
Related Party Transactions
Accrued expenses and other current liabilities	96	96
Total	5,000	5,000
Interest expense	253	222
Related Party \| HF Direct Investments Pool, LLC
Related Party Transactions
Accrued expenses and other current liabilities	558	479
Total	35,000	25,000
Interest expense	1,347	$ 1,111
Related Party \| Jeffrey H. Fox Revocable Trust
Related Party Transactions
Accrued expenses and other current liabilities	12
Total	1,500
Interest expense	$ 12

Derivatives (Tables)

12 Months Ended

Dec. 31, 2025

Derivatives

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	December 31, 2025		December 31, 2024
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	3,815
Options contracts⁽²⁾	Derivative assets		—		228
Total		$	—	$	4,043

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,049	$	15,703
Total			15,049		15,703
Total derivative assets		$	15,049	$	19,746

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	110	$	—
Commodity swaps	Derivative liabilities		8,235		—
Options contracts⁽²⁾	Derivative liabilities		17,906		—
Total		$	26,251	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	2,349	$	11,966
Total derivative liabilities		$	28,600	$	11,966

1 - The fair value of coffee futures excludes amounts related to margin accounts.

2 – Options contracts include counterparty netting.

Schedule of pre-tax net gains and losses for derivative instruments


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2025		2024		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	20,069	$	15,780	$	(6,377)

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,047	$	(2,077)	$	(4,064)

Equity-Based Compensation - Unit option - Other (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 D $ / shares	Dec. 31, 2025 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted all-time (in dollars per shares)	$ 9.54
2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D	10
Number of Consecutive Trading Days \| D	30
Share price (in dollars per share)	$ 18.5
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award
Share price (in dollars per share)		$ 4.07
Options outstanding, intrinsic value \| $		$ 0.0
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Option expiration period	10 years
Employee \| Vesting tranche 1 \| Vesting option of four years of continuous service by the employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	4 years
Employee \| Vesting tranche 2 \| Realization of cash proceeds on all CEP Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	1 year

Series A Preferred Shares

12 Months Ended

Dec. 31, 2025

Series A Preferred Shares.

Series A Preferred Shares

Note 13. Series A Preferred Shares

The Company has 23,510,527 Westrock Series A Preferred Shares outstanding, which rank senior to the Common Shares with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Westrock. Each holder of Westrock Series A Preferred Shares is entitled to vote, on an as-converted basis, as a single class with the holders of Common Shares and the holders of any other class or series of capital stock of Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares.

The initial liquidation preference of Westrock Series A Preferred Shares is $11.50 per share, plus any declared but unpaid dividends and subject to accretion under certain circumstances. In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event.

Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares. The initial conversion price of $11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price.

After February 26, 2028, any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date. Assuming that the liquidation preference of the Series A Preferred Shares remains $11.50 per share and all 23,510,527 Series A Preferred Shares outstanding at December 31, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $270.4 million.

At any time after February 26, 2028, Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock. The redemption price for the Westrock Series A Preferred Shares held by controlled affiliates of Brown Brothers Harriman & Co. (“BBH Investors”) may not be less than the $18.50 per Westrock Series A

Preferred Share (subject to adjustments); provided that, Westrock may redeem such shares in such a case if it pays an incremental price per share on the redemption date to the BBH Investors equal to the difference between $18.50 (subject to adjustments) and the redemption price otherwise.

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the years ended December 31, 2025 and 2024, the Company recorded $0.3 million of amortization and $0.3 million of accretion, respectively, with respect to the Westrock Series A Preferred Shares.

SCHEDULE I - PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2025

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

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

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

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)

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

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

See accompanying notes to the condensed financial statements.

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.

Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	$ 97,482
Balance at end of year	(1,868)	$ 97,482
Unrealized gain (loss) on derivative instruments
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	18,863	3,362	$ (6,355)
Other comprehensive income (loss) before reclassifications	(14,868)	32,238	6,570
Amounts reclassified from accumulated comprehensive income	(20,069)	(15,780)	6,377
Tax effect	1,735	(957)	(3,230)
Balance at end of year	(13,336)	18,863	3,362
Foreign currency translation adjustment
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	721	456	252
Other comprehensive income (loss) before reclassifications	21	265	204
Amounts reclassified from accumulated comprehensive income	(440)
Balance at end of year	302	721	456
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	19,584	3,818
Other	1,003
Balance at end of year	$ (13,034)	$ 19,584	$ 3,818

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Revenue

12 Months Ended

Dec. 31, 2025

Revenue

Revenue

Note 5. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia.

The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance

obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.

Substantially all our client contracts require that we be compensated for services performed to date. This is upon the completion of production, shipment of goods or upon delivery of goods to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material.

At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At December 31, 2025 and 2024, the Company has $0.0 and $0.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts.

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfer to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2025, 2024 and 2023, we recorded $8.0 million of net unrealized gains, $2.1 million of net unrealized losses and $4.1 million of net unrealized losses, respectively, within costs of sales.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $280.7 million, $190.0 million and $141.0 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $1.4 million at December 31, 2025 and $1.8 million at December 31, 2024. Other accrued deductions were $1.4 million at December 31, 2025 and $2.0 million at December 31, 2024 and are included as a reduction to accounts receivable, net in the Consolidated Balance Sheets.

We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered.

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2025 or 2024. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2025 and 2024, accounts receivable, net of allowance for credit losses included $97.0 million and $104.8 million in receivables from contracts with customers, respectively.

Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of December 31, 2025 and 2024, no costs were capitalized as all arrangements were less than a year.

Contract assets, primarily deferred promotional incentives paid to customers, totaled $1.0 million at December 31, 2025 and $1.2 million at December 31, 2024, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2025, 2024 and 2023 was $1.3 million, $1.5 million and $2.4 million, respectively, and are included in revenues in our Consolidated Statements of Operations.

Concentration of Customers

For the years ended December 31, 2025 and December 31, 2024, no customers accounted for more than 10% of our consolidated net revenues. For the year ended December 31, 2023, one customer, who is represented in the Company’s Beverage Solutions segment, accounted for 10.4%, or $90.0 million, of the Company’s consolidated net revenues.

Disaggregated Revenue

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations.

Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, for the periods indicated is as follows:


	Year Ended December 31,
(Thousands)	2025		2024		2023
Coffee & tea	$	663,595	$	479,614	$	559,040
Flavors, extracts & ingredients		242,738		175,804		162,043
Other		2,116		3,965		1,782
Green coffee		280,503		191,343		141,849
Net sales	$	1,188,952	$	850,726	$	864,714


	Year Ended December 31,
(Thousands)	2025		2024		2023
United States	$	947,890	$	673,186	$	744,067
All other countries		241,062		177,540		120,647
Net sales	$	1,188,952	$	850,726	$	864,714

For the years ended December 31, 2025, 2024 and 2023, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Revenue - Concentration of Customers (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($) item	Dec. 31, 2023 USD ($) customer
Concentration Risk
Revenues	$ 1,188,952	$ 850,726	$ 864,714
Beverage Solutions
Concentration Risk
Revenues	$ 908,449	$ 659,383	$ 722,865
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions
Concentration Risk
Number of major customers \| item	0	0
Revenue from Contract with Customer, net \| Customer Number One \| Customer Concentration \| Beverage Solutions
Concentration Risk
Number of major customers \| customer			1
Concentration risk percentage			10.40%
Revenues			$ 90,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

- Definition

+ References

+ Details

Debt - Information (Details) - USD ($) $ in Thousands	Dec. 16, 2025	Sep. 28, 2023	Dec. 31, 2025	Dec. 31, 2024
Debt
Short-term debt			$ (82,640)	$ (54,659)
Unsecured Working Capital Trade Finance Facility
Debt
Face amount		$ 5,000
Variable rate		Term SOFR
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		Secured Overnight Financing Rate (SOFR) [Member]
Line of credit	$ 3,500		6,400
Long term debt, net			5,400
Current maturities of long term debt			$ 1,000
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due member one
Debt
Periodic payment principal amount	1,000	$ 500
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due member two
Debt
Periodic payment principal amount	2,000	1,000
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due member three
Debt
Periodic payment principal amount	500	$ 3,500
Additional Unsecured Working Capital Trade Finance Facility
Debt
Periodic payment principal amount	$ 2,900

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Derivatives
Fair value of derivative assets	$ 15,049	$ 19,746
Fair value of derivative liabilities	28,600	11,966
Designated as hedges
Derivatives
Fair value of derivative assets		4,043
Fair value of derivative liabilities	26,251
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets		3,815
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	110
Designated as hedges \| Commodity swaps \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	8,235
Designated as hedges \| Option contracts \| Derivative assets
Derivatives
Fair value of derivative assets		228
Designated as hedges \| Option contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	17,906
Not designated as hedges
Derivatives
Fair value of derivative assets	15,049	15,703
Not designated as hedges \| Forward purchase and sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	15,049	15,703
Not designated as hedges \| Forward purchase and sales contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 2,349	$ 11,966

Organization and Description of Business (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Aug. 07, 2023 USD ($)	Jul. 24, 2023 $ / shares shares	Jun. 29, 2023 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) segment $ / shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)
Organization and Description of Business
Number of operating segments \| segment				2
Common stock par value ( in dollars per share)				$ 0.01	$ 0.01
Proceeds from issuance of common stock \| $				$ 12,097	$ 635	$ 118,767
Subscription agreement
Organization and Description of Business
Number of shares issued \| shares			5,000,000
Common stock par value ( in dollars per share)			$ 0.01
Purchase price (in dollars per share)			$ 10
Proceeds from issuance of common stock \| $			$ 50,000
Definitive agreements
Organization and Description of Business
Number of shares issued \| shares			5,000,000
Purchase price (in dollars per share)			$ 10
Proceeds from issuance of common stock \| $			$ 50,000
Investor Rights Agreement
Organization and Description of Business
Number of shares issued \| shares		1,900,000
Purchase price (in dollars per share)		$ 10
Proceeds from issuance of common stock \| $	$ 18,800

Acquisitions - Bixby Roasting Co. (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2023
Business Acquisition
Goodwill		$ 116,111	$ 116,111	$ 116,111
Bixby Roasting Co.
Business Acquisition
Shares of common stock issued by Company	39,778
Net assets acquired	$ 700
Total Consideration	2,600
Cash consideration	$ 2,200
Goodwill					$ 2,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Summary of Significant Accounting Policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 49,875	$ 26,151
Restricted cash	21,164	9,413
Total	$ 71,039	$ 35,564

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEET - Additional Information (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000	26,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common stock par value ( in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000,000	300,000,000
Common stock, Shares Issued (In shares)	96,866,000	94,221,000
Common stock, Shares Outstanding (In shares)	96,866,000	94,221,000
PARENT COMPANY ONLY
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000	26,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common stock par value ( in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000,000	300,000,000
Common stock, Shares Issued (In shares)	96,866,000	94,221,000
Common stock, Shares Outstanding (In shares)	96,866,000	94,221,000
Series A Preferred Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Redeemable Common Preferred Shares, Issued (in shares)	23,510,527
Redeemable Common Preferred Shares, Outstanding (in shares)	23,510,527
Series A Redeemable Common Equivalent Preferred Shares
Condensed Balance Sheet Statements, Captions [Line Items]
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000,000	24,000,000
Redeemable Common Preferred Shares, Issued (in shares)	23,511,000	23,511,000
Redeemable Common Preferred Shares, Outstanding (in shares)	23,511,000	23,511,000
Temporary Equity, Liquidation Preference	$ 11.5	$ 11.5
Series A Redeemable Common Equivalent Preferred Shares \| PARENT COMPANY ONLY
Condensed Balance Sheet Statements, Captions [Line Items]
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000,000	24,000,000
Redeemable Common Preferred Shares, Issued (in shares)	23,511,000	23,511,000
Redeemable Common Preferred Shares, Outstanding (in shares)	23,511,000	23,511,000
Temporary Equity, Liquidation Preference	$ 11.5	$ 11.5

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,995	$ 2,915
Charged to selling, general and administrative expense	1,890	2,316	$ 979
Write-offs, net	(3,135)	(1,236)
Total	$ 2,750	$ 3,995	$ 2,915
Minimum
Accounts Receivable and Allowance for Credit Losses
Accounts receivable generally outstanding duration	30 days
Maximum
Accounts Receivable and Allowance for Credit Losses
Accounts receivable generally outstanding duration	60 days

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
ASSETS
Cash and cash equivalents	$ 49,875	$ 26,151
Restricted cash	21,164	9,413
Accounts receivable, net of allowance for credit losses of $2,750 and $3,995, respectively	94,099	99,566
Inventories	199,802	163,323
Derivative assets	15,049	19,746
Prepaid expenses and other current assets	16,370	15,444
Total current assets	396,359	333,643
Property, plant and equipment, net	483,606	467,011
Goodwill	116,111	116,111
Intangible assets, net	107,141	114,879
Operating lease right-of-use assets	60,310	63,380
Other long-term assets	12,451	6,756
Total Assets	1,175,978	1,101,780
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	19,281	14,057
Short-term debt	82,640	54,659
Accounts payable	91,175	84,255
Supply chain finance program	96,594	78,838
Derivative liabilities	28,600	11,966
Accrued expenses and other current liabilities	95,340	34,095
Total current liabilities	413,630	277,870
Long-term debt, net	360,703	325,880
Convertible notes payable - related party, net	60,839	49,706
Deferred income taxes	10,160	14,954
Operating lease liabilities	58,146	60,692
Other long-term liabilities	865	1,346
Total liabilities	904,343	730,448
Commitments and contingencies (Note 21)
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 (deficit)	(1,868)	97,482
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	1,175,978	1,101,780
Series A Redeemable Common Equivalent Preferred Shares
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
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

Summary of Significant Accounting Policies - Restructuring Activities (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Accrual for employee termination benefits
Loss on disposal of property, plant and equipment	$ 3,400		$ (1,278)	$ 1,722	$ (1,153)
Impairment charges on land and buildings as held-for-sale				5,600
Charges			0
Termination benefits	644			644
Operating lease right-of-use assets	63,380		60,310	63,380
Impairment losses on intangible assets			0	100	$ 0
Gregory distribution center
Accrual for employee termination benefits
Termination benefits						$ 0
Termination lease costs incurred			0
Reduction of lease liability		$ 3,000
Operating lease right-of-use assets						$ 0
Plant consolidations
Accrual for employee termination benefits
Expected restructuring charges	$ 4,000			4,000
Charges			$ 800	$ 3,200
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]			Business Combination, Integration Related Costs	Business Combination, Integration Related Costs
Reduction of excess workforce capacity
Accrual for employee termination benefits
Employee termination costs				$ 4,700
Reduction of excess workforce capacity \| Accrued expenses and other current liabilities
Accrual for employee termination benefits
Termination benefits			$ 0

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 631,905	$ 571,896
Less: accumulated depreciation	(148,299)	(104,885)
Property, plant and equipment, net	483,606	467,011
Depreciation expense	48,000	26,600	$ 18,400
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	5,160	6,581
Buildings
Property, Plant and Equipment, Net
Property, plant and equipment, gross	182,653	175,171
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	12,471	12,320
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	360,576	249,933
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	301	615
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	13,271	12,717
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	7,612	7,373
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	22,669	21,826
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	60	81
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 27,132	$ 85,279
Minimum \| Buildings
Property, Plant and Equipment, Net
Useful life	10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	3 years
Maximum \| Buildings
Property, Plant and Equipment, Net
Useful life	40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life	7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	5 years

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 1,188,952	$ 850,726	$ 864,714
Costs of sales	1,038,188	696,952	724,856
Gross profit	150,764	153,774	139,858
Selling, general and administrative expense	185,469	185,137	144,577
Transaction, restructuring and integration expense	9,475	13,797	14,557
Impairment charges		5,686
Loss (gain) on disposal of property, plant and equipment	1,278	(1,722)	1,153
Total operating expenses	196,222	202,898	160,287
Loss from operations	(45,458)	(49,124)	(20,429)
Interest expense	55,747	33,856	29,157
Change in fair value of warrant liabilities	0	(7,015)	(10,207)
Other, net	(4,087)	413	1,446
Loss before income taxes and equity in earnings from unconsolidated entities	(97,118)	(76,378)	(40,825)
Income tax expense (benefit)	(1,748)	3,728	(6,358)
Equity in (earnings) loss from unconsolidated entities	(4,925)	192	100
Net loss	(90,445)	(80,298)	(34,567)
Net loss attributable to non-controlling interest			15
Net loss attributable to shareholders	(90,445)	(80,298)	(34,582)
Amortization (accretion) of Series A Convertible Preferred Shares	347	349	(161)
Net loss attributable to common shareholders	$ (90,098)	$ (79,949)	$ (34,743)
(Loss) earnings per common share:
Basic (in dollars per share)	$ (0.94)	$ (0.89)	$ (0.43)
Diluted (in dollars per share)	$ (0.94)	$ (0.89)	$ (0.43)
Weighted-average number of shares outstanding:
Basic (in shares)	95,351	89,795	80,684
Diluted (in shares)	95,351	89,795	80,684

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment, Net.

Property, Plant and Equipment, Net

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2025 and 2024:


(Dollars in Thousands)	Depreciable Lives	December 31, 2025		December 31, 2024
Land		$	5,160	$	6,581
Buildings	10-40 years		182,653		175,171
Leasehold improvements⁽¹⁾			12,471		12,320
Plant equipment	3-15 years		360,576		249,933
Vehicles and transportation equipment	3-5 years		301		615
IT systems	3-7 years		13,271		12,717
Furniture and fixtures	3-10 years		7,612		7,373
Customer beverage equipment⁽²⁾	3-5 years		22,669		21,826
Lease right-of-use assets⁽³⁾			60		81
Construction in progress and equipment deposits			27,132		85,279
			631,905		571,896
Less: accumulated depreciation			(148,299)		(104,885)
Property, plant and equipment, net		$	483,606	$	467,011

1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

2 - Customer beverage equipment consists of brewers held on site at customer locations.

3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $48.0 million, $26.6 million and $18.4 million, respectively. Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use. All assets classified as construction in progress and equipment deposits at December 31, 2025 are expected to be in production use.

Earnings Per Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net income (loss) attributable to common unitholders - basic	$ (90,098)	$ (79,949)	$ (34,743)
Numerator:
Net income (loss) attributable to common shareholders - basic	(90,098)	(79,949)	(34,743)
Net income (loss) attributable to common shareholders - diluted	$ (90,098)	$ (79,949)	$ (34,743)
Denominator:
Weighted-average common shares outstanding - basic	95,351	89,795	80,684
Weighted-average common shares outstanding - diluted	95,351	89,795	80,684
Basic earnings (loss) per common share	$ (0.94)	$ (0.89)	$ (0.43)
Dilutive (loss) earnings per common share	$ (0.94)	$ (0.89)	$ (0.43)
Westrock Warrants
Earnings per Unit
Antidilutive securities		14,298	19,149
Restricted stock units
Earnings per Unit
Antidilutive securities	1,951	2,536	1,917
Employee Stock Option
Earnings per Unit
Antidilutive securities	1,191	1,299	1,445
Series A Preferred Shares
Earnings per Unit
Antidilutive securities	36,675	30,514	23,551

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) lease	Dec. 31, 2024 USD ($)
Leases
Cash paid related to operating lease liabilities \| $	$ 9,429	$ 9,670
Number of material finance lease \| lease	0

Debt - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt
Total debt	$ 526,789	$ 447,727
Unamortized debt costs	(3,326)	(3,425)
Current maturities of long-term debt	(19,281)	(14,057)
Convertible notes payable - related party, net	60,839	49,706
Short-term debt	(82,640)	(54,659)
Long-term debt, net	360,703	325,880
Term loan facility
Debt
Total debt	145,469	155,313
Delayed Draw Term Loan Facility
Debt
Total debt	45,313	48,125
Revolving credit facility
Debt
Total debt	145,000	112,500
Convertible notes payable
Debt
Total debt	102,000	72,000
Debt finance costs	500
International trade finance lines
Debt
Total debt	82,640	54,659
International notes payable
Debt
Total debt	6,360	5,111
Other loans
Debt
Total debt	$ 7	$ 19

Acquisitions

12 Months Ended

Dec. 31, 2025

Acquisitions

Acquisitions

Note 6. Acquisitions

Bixby Roasting Co.

On February 28, 2023, the Company completed the acquisition of substantially all of the assets of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The transaction is accounted for as a business combination in accordance with ASC 805. Aggregate consideration paid for Bixby included 39,778 Common Shares and approximately $2.2 million in cash, for total consideration of $2.6 million, subject to customary adjustments. Net assets acquired totaled approximately $0.7 million. The acquisition allows the Company to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisition includes Bixby’s roasting facility in Los Angeles, California. The acquisition was recorded by allocating the costs of the assets acquired and liabilities assumed, which consisted of accounts receivable, inventory, property, plant and equipment, and accounts payable, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The Company finalized its purchase price allocation during the second quarter of 2023, recognizing approximately $2.0 million of goodwill, which is deductible for tax purposes, within our Beverage Solutions segment. The financial results of Bixby are included in the Beverage Solutions segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

- Definition

The entire disclosure for business combination.

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+ Details

Equity-Based Compensation - Restricted common units - Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Restricted common units
Units
Units granted (in shares)	1,500,000	1,400,000
Service-based Restricted Stock Units
Units
Units outstanding, Beginning balance (in shares)	2,444,228
Units granted (in shares)	297,654
Units forfeited (in shares)	(95,358)
Units vested (in shares)	(1,060,935)
Units outstanding, Ending balance (in shares)	1,585,589	2,444,228
Weighted-Average Fair Value at Grant Date
Average Fair Market Value outstanding, Beginning balance (in dollars per shares)	$ 10.44
Average Fair Market Value granted (in dollars per shares	6.81
Average Fair Market Value forfeited (in dollars per shares	10.12
Average Fair Market Value vested (in dollars per shares	10.92
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 9.48	$ 10.44
Performance-based Restricted Stock Units
Units
Units granted (in shares)	609,818
Units forfeited (in shares)	(52,352)
Units outstanding, Ending balance (in shares)	557,466
Weighted-Average Fair Value at Grant Date
Average Fair Market Value granted (in dollars per shares	$ 7
Average Fair Market Value forfeited (in dollars per shares	6.98
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 7.01
Market-based Restricted Stock Units
Units
Units granted (in shares)	609,855
Units forfeited (in shares)	(52,355)
Units outstanding, Ending balance (in shares)	557,500
Weighted-Average Fair Value at Grant Date
Average Fair Market Value granted (in dollars per shares	$ 4.52
Average Fair Market Value forfeited (in dollars per shares	4.52
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 4.52

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

Fair Value Measurements

Note 15. Fair Value Measurements

ASC 820, Fair Value Measurements, defines fair value at the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:

●

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets.

●

Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs.

●

Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table summarizes the fair value of financial instruments at December 31, 2025:


	December 31, 2025
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	75,335	$	—	$	75,335
Forward purchase and sales contracts		—		15,049		—		15,049
Total	$	—	$	90,384	$	—	$	90,384

Liabilities:
Coffee futures contracts	$	110	$	—	$	—	$	110
Commodity swaps		—		8,235		—		8,235
Options contracts⁽¹⁾		1,106		16,800		—		17,906
Forward purchase and sales contracts		—		2,349		—		2,349
Total	$	1,216	$	27,384	$	—	$	28,600

1 – Options contracts include counterparty netting.

The following table summarizes the fair value of financial instruments at December 31, 2024:


	December 31, 2024
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,644	$	—	$	47,644
Coffee futures contracts		3,815		—		—		3,815
Options contracts		228		—		—		228
Forward purchase and sales contracts		—		15,703		—		15,703
Total	$	4,043	$	63,347	$	—	$	67,390

Liabilities:
Forward purchase and sales contracts		—		11,966		—		11,966
Total	$	—	$	11,966	$	—	$	11,966

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2024:


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2023	$	5,430
Change in fair value		(1,511)
Warrant exchange		(3,919)
Fair value as of December 31, 2024	$	—

Financial instruments consist primarily of cash, accounts receivable, accounts payable, supply chain finance program obligations, inventory repurchase obligations, convertible notes payable, short-term debt and long-term debt. The carrying amount of cash, accounts receivable, accounts payable, short-term debt and the supply chain finance program was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 2025, as the interest rate on these facilities is adjusted for changes in the market rates. The fair value of the Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility was determined based on Level 2 inputs under the fair value hierarchy.

Coffee futures contracts and coffee options are valued based on quoted market prices. The estimated fair value for green coffee inventories associated with forward contracts, commodity swaps, OTC options contracts, and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity. These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions. As a result, green coffee associated with forward contracts, commodity swaps, OTC options contracts, and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.

The 2029 Convertible Notes and 2031 Convertible Notes are carried on the Consolidated Balance Sheets at amortized cost. The estimated fair value of the 2029 Convertible Notes and 2031 Convertible Notes as of December 31, 2025 was $59.1 million and $30.2 million, respectively, and was determined using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs at December 31, 2025 include the expected volatility of 50.0% and assumed debt yield of 14.5% and 14.6% for the 2029 Convertible Notes and 2031 Convertible Notes, respectively.

Non-financial assets and liabilities, including property, plant and equipment, goodwill, and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the years ended December 31, 2025 and 2024 requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the impairment charges on equipment related to the restructuring activities disclosed in Note 3.

At December 31, 2025, the Company had an equity investment with a carrying value of approximately $1.0 million, for which there is no readily determinable fair value. This investment is recorded at cost within other long-term assets on the Consolidated Balance Sheets. As of December 31, 2025, there have been no adjustments, upward or downward, to the carrying value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Common Stock Warrants (Details) - USD ($) $ in Thousands	12 Months Ended
Common Stock Warrants (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Oct. 16, 2024	Sep. 30, 2024	Sep. 26, 2024	Aug. 28, 2024	Aug. 25, 2022
Common Stock Warrants
Common stock warrants outstanding	0
Gains/Losses related to changes in fair value of warrant liabilities	$ 0	$ 7,015	$ 10,207
Common Shares in exchange for then outstanding					5,423,681
Westrock Warrants
Common Stock Warrants
Common stock warrants outstanding				0
Warrant to purchase each share							0.29
Common Shares in exchange for then outstanding				115,220
Westrock Public Warrants
Common Stock Warrants
Common stock warrants outstanding						16,676,541
Warrant to purchase each share	0.261							0.261
Percentage of warrant outstanding						97.42%
Exchange offer								10.00%
Threshold Percentage Of Warrants Outstanding						50.00%
Westrock Private Warrants
Common Stock Warrants
Common stock warrants outstanding						2,026,046
Warrant to purchase each share								0.261
Percentage of warrant outstanding						100.00%
Exchange offer								10.00%
Threshold Percentage Of Warrants Outstanding						50.00%

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF CASH FLOW (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net cash used in operating activities	$ (19,014)	$ (13,243)	$ (64,064)
Cash flows from financing activities:
Proceeds from convertible notes payable	18,500	22,000
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
Net cash provided by financing activities	136,714	156,630	244,214
Net increase (decrease) in cash and cash equivalents and restricted cash	35,475	(2,276)	11,435
Cash and cash equivalents and restricted cash at beginning of period	35,564
Cash and cash equivalents and restricted cash at end of period	71,039	35,564
PARENT COMPANY ONLY
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

Revenue (Tables)

12 Months Ended

Dec. 31, 2025

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Year Ended December 31,
(Thousands)	2025		2024		2023
Coffee & tea	$	663,595	$	479,614	$	559,040
Flavors, extracts & ingredients		242,738		175,804		162,043
Other		2,116		3,965		1,782
Green coffee		280,503		191,343		141,849
Net sales	$	1,188,952	$	850,726	$	864,714


	Year Ended December 31,
(Thousands)	2025		2024		2023
United States	$	947,890	$	673,186	$	744,067
All other countries		241,062		177,540		120,647
Net sales	$	1,188,952	$	850,726	$	864,714

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Leases
2026	$ 9,262
2027	9,010
2028	8,361
2029	8,377
2030	6,518
Thereafter	55,858
Total future minimum lease payments	97,386
Less: imputed interest	(34,332)
Present value of minimum lease payments	$ 63,054

Summary of Significant Accounting Policies - Additional information (Details)		12 Months Ended
	Oct. 01, 2025 USD ($)	Dec. 31, 2025 USD ($) item shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 05, 2026 USD ($)	Jan. 01, 2026 USD ($)	Nov. 04, 2025 USD ($)	Aug. 29, 2022 USD ($)
Summary of Significant Accounting Policies
Net loss		$ (90,445,000)	$ (80,298,000)	$ (34,567,000)
Net cash provided by (used in) operating activities		(19,014,000)	(13,243,000)	(64,064,000)
Unrealized gain (loss) on derivative instruments		(33,202,000)	15,501,000	9,717,000
Capitalized interest costs		1,000,000	11,700,000	3,200,000
Payment deferrals of raw material		$ 100,000,000
Credit period under the supplier finance program		180 days
Accumulated amortization of goodwill		$ 76,883,000	76,883,000	76,883,000
Number of approved suppliers \| item		1
Repurchase agreement liability		$ 600,000
Contractual Obligation		96,594,000	78,838,000	78,076,000
Impairment losses on property, plant and equipment		0		0
Impairment charges on land and buildings as held-for-sale			5,600,000
Intangible assets, net		107,141,000	114,879,000
Goodwill		116,111,000	116,111,000	116,111,000
Decrease in accumulated deficit		(534,370,000)	(442,922,000)
Loss before income taxes		(97,118,000)	(76,378,000)	(40,825,000)
Right-of-use operating lease assets		60,310,000	63,380,000
Impairment losses on intangible assets		0	$ 100,000	0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Asset Impairment Charges
Gains/Losses related to changes in fair value of warrant liabilities		$ 0	$ (7,015,000)	(10,207,000)
Warrants \| shares		0
Equity method investment at cost		$ 1,000,000
Accrued employee bonuses and sales commissions		19,100,000	1,000,000
Pre-tax restructuring charges		$ 0
ETC Holdings SA
Summary of Significant Accounting Policies
Percentage of ownership		49.90%
Equity method investment		$ 6,500,000
Revolving credit facility
Summary of Significant Accounting Policies
Aggregate principal amount		200,000,000						$ 200,000,000
Subsequent Events
Summary of Significant Accounting Policies
Payment deferrals of raw material					$ 110,000,000	$ 102,500,000
Green coffee associated with forward contracts
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments		(8,700,000)	6,800,000	4,200,000
Selling, general and administrative expenses
Summary of Significant Accounting Policies
Shipping and handling costs		11,800,000	14,700,000	$ 17,800,000
Beverage Solutions
Summary of Significant Accounting Policies
Goodwill impairment charges	$ 0
Goodwill impairment analysis percentage that fair value exceeds carrying value	55.00%
Goodwill impairment analysis percent increase in weighted average cost of capital	1.00%
Goodwill impairment analysis percent decrease in terminal growth rate	1.00%
Goodwill impairment analysis percentage that fair value exceeds carrying value after input adjustments	40.00%
Repo Transactions
Summary of Significant Accounting Policies
Repurchase agreement liability		$ 11,800,000	$ 0
5.00% convertible senior notes due 2031
Summary of Significant Accounting Policies
Interest rate (as a percent)							5.00%
Aggregate principal amount							$ 30,000,000

Debt - Future payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Debt
2026	$ 19,281
2027	319,508
2028	3,360
2029	72,000
Thereafter	30,000
Total	$ 444,149

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Common Stock Warrants

12 Months Ended

Dec. 31, 2025

Common Stock Warrants

Common Stock Warrants

Note 4. Common Stock Warrants

We account for warrants in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations.

The Company re-measures the fair value of the Westrock Public Warrants (defined below) based on the quoted market price of the Westrock Public Warrants. Prior to the Offer described below, the Westrock Private Warrants (defined below) were valued using a binomial lattice valuation model. For the years ended December 31, 2024 and 2023, the Company recognized $7.0 million and $10.2 million, respectively, of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations. No such gains or losses were recognized during the year ended December 31, 2025.

On August 28, 2024, the Company announced that it had commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase Common Shares, which traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol “WESTW” (the “Westrock Public Warrants”), and (ii) private placement warrants to purchase Common Shares (the “Westrock Private Warrants” and, together with the Westrock Public Warrants, the “Westrock Warrants”). The Company offered to all holders of the Westrock Warrants the opportunity to receive 0.290 Common Shares in exchange for each of the Westrock Warrants tendered pursuant to the Offer.

The Offer and Consent Solicitation expired on September 26, 2024 (the “Expiration Date”). As of the Expiration Date, (x) 16,676,541 outstanding Westrock Public Warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, representing approximately 97.42% of the Westrock Public Warrants and (y) 2,026,046 outstanding Westrock Private Warrants were validly tendered and not validly withdrawn in the Offer and Consent Solicitation, representing 100% of the Westrock Private Warrants. On September 30, 2024, the Company issued 5,423,681 Common Shares in exchange for the tendered Westrock Warrants.

Concurrently with the Offer, the Company also solicited consents from the holders of each of the Westrock Public Warrants and the Westrock Private Warrants to amend that certain Warrant Agreement, dated as of August 25, 2022, by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”), which governs all of the Westrock Warrants (the “Warrant Agreement”), to permit the Company to require that (x) each Westrock Public Warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 Common Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer and (y) each Westrock Private Warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 Common Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

Pursuant to the Consent Solicitation, the Company received the approval of holders of approximately 97.42% of the outstanding Westrock Public Warrants and 100% of the outstanding Westrock Private Warrants to adopt the Warrant Amendment, which exceeded (x) the 50% threshold of the outstanding Westrock Public Warrants required to amend the Warrant Agreement with respect to the Westrock Public Warrants and (y) the 50% threshold of the outstanding Westrock Private Warrants required to amend the Warrant Agreement with respect to the Westrock Private Warrants.

Accordingly, the Company and the Warrant Agent entered into the Warrant Amendment, dated September 30, 2024. On September 30, 2024, the Company announced that it would exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each Westrock Public Warrant that is outstanding following the closing of the Offer for 0.261 Common Shares per warrant (the “Post-Offer Exchange”). The Company fixed the date for the Post-Offer Exchange as October 15, 2024.

On October 16, 2024, the Post-Offer Exchange related to the Westrock Public Warrants was completed, resulting in the issuance of 115,220 Common Shares in exchange for then outstanding Westrock Public Warrants. Following the completion of the Post-Offer Exchange, no Westrock Warrants remain outstanding. Accordingly, the Westrock Public Warrants were suspended from trading on the Nasdaq as of the close of business on October 15, 2024, and were delisted.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (90,445)	$ (80,298)	$ (34,567)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	55,836	34,745	26,584
Impairment charges		5,686
Equity-based compensation	14,552	11,608	8,708
Provision for credit losses	1,890	2,316	979
Amortization of deferred financing fees included in interest expense	4,638	3,224	3,517
Write-off of unamortized deferred financing fees	137
(Gain) loss on disposal of property, plant and equipment	1,278	(1,722)	1,153
Gain on de-consolidation of Rwanda Trading Company	(2,291)
Mark-to-market adjustments	629	(4,622)	(104)
Change in fair value of warrant liabilities	0	(7,015)	(10,207)
Foreign currency transactions	(141)	598	1,864
Deferred income tax expense (benefit)	(3,088)	3,287	(6,512)
Other	(3,347)	1,257	2,486
Change in operating assets and liabilities:
Accounts receivable	(6,960)	(2,766)	1,688
Inventories	(46,903)	(6,558)	915
Derivative assets and liabilities	(6,010)	16,383	6,440
Prepaid expense and other assets	3,349	1,983	(1,890)
Accounts payable	34,454	5,693	(59,292)
Accrued liabilities and other	23,408	2,958	(5,826)
Net cash used in operating activities	(19,014)	(13,243)	(64,064)
Cash flows from investing activities:
Additions to property, plant and equipment	(88,800)	(159,625)	(164,611)
Additions to intangible assets	(174)	(173)	(173)
Acquisition of business, net of cash acquired			(2,392)
Proceeds from sale of equity method investments and non-marketable securities	500
Acquisition of equity method investments and non-marketable securities, inclusive of cash contributed	(2,952)		(1,385)
Proceeds from sale of property, plant and equipment	462	13,875	206
Proceeds from deferred purchase price of sold trade receivables	8,788
Net cash used in investing activities	(82,176)	(145,923)	(168,355)
Cash flows from financing activities:
Payments on debt	(126,487)	(181,242)	(199,196)
Proceeds from debt	185,853	278,141	258,490
Payments on supply chain financing program	(181,513)	(163,869)	(32,141)
Proceeds from supply chain financing program	199,269	164,631	110,217
Proceeds from convertible notes payable	18,500	22,000
Proceeds from convertible notes payable - related party	11,500	50,000
Payment of debt issuance costs	(4,016)	(3,329)	(3,158)
Payment of convertible notes payable issuance costs	(1,175)	(511)
Net proceeds from (repayments of) repurchase agreements	11,209	(7,706)	(6,268)
Net change in unremitted cash collections from servicing factored receivables	13,756
Proceeds from exercise of stock options		12	848
Proceeds from exercise of Public Warrants			2,632
Proceeds from issuance of common stock	12,097	635	118,767
Payment of equity issuance costs	(181)	(10)	(1,000)
Payment for purchase of non-controlling interest			(2,000)
Payment for taxes for net share settlement of equity awards	(2,098)	(2,122)	(2,977)
Net cash provided by financing activities	136,714	156,630	244,214
Effect of exchange rate changes on cash	(49)	260	(360)
Net increase (decrease) in cash and cash equivalents and restricted cash	35,475	(2,276)	11,435
Cash and cash equivalents and restricted cash at beginning of period	35,564	37,840	26,405
Cash and cash equivalents and restricted cash at end of period	71,039	35,564	37,840
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	12,889	32,582	23,124
Amounts obtained as beneficial interest in sold trade receivables	10,630
Supplemental cash flow information:
Cash paid for interest	$ 49,398	$ 37,552	$ 29,446

Equity-Based Compensation - Unit option - Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Options
Options outstanding, Beginning Balance (in shares)	2,549,806
Options forfeited (in shares)	(236,070)
Options outstanding, Ending Balance (in shares)	2,313,736	2,549,806
Exercisable (in shares)	1,044,867
Exercise Price
Options outstanding, Beginning Balance (in dollars per shares)	$ 9.54
Options forfeited (in dollars per shares)	9.54
Options outstanding, Ending Balance (in dollars per shares)	9.54	$ 9.54
Options exercisable (in dollars per shares)	$ 9.54
Contractual Term
Options outstanding (in years)	4 years 9 months 18 days	5 years 8 months 12 days
Options outstanding exercisable (in years)	4 years 9 months 18 days

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interest	Total
Balance at beginning of year at Dec. 31, 2022	$ 750	$ 342,664	$ (328,042)	$ (6,103)	$ 2,460	$ 11,729
Balance at beginning of year (in shares) at Dec. 31, 2022	75,020
Net income (loss)			(34,582)		15	(34,567)
Issuance of common shares related to acquisitions		446				446
Issuance of common shares related to acquisitions (in shares)	40
Issuance of common shares related to Public Warrant exercise	$ 2	3,142				3,144
Issuance of common shares related to Public Warrant exercise (in shares)	229
Issuance of common shares related to stock options exercised	$ 1	847				848
Issuance of common shares related to stock options exercised (in shares)	88
Issuance of common shares related to conversion of Series A Convertible Preferred Shares	$ 1	881				882
Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)	76
Issuance of common shares related to purchase of non-controlling interest	$ 1	474			$ (2,475)	(2,000)
Issuance of common shares related to purchase of non-controlling interest (in shares)	100
Issuance of common shares, net of issuance costs	$ 119	117,648				117,767
Issuance of common shares, net of issuance costs (in shares)	11,877
Amortization of Series A Convertible Preferred Shares		(161)				(161)
Other comprehensive income (loss)				9,921		9,921
Equity-based compensation	$ 6	8,702				8,708
Equity-based compensation (in shares)	621
Net share settlement of equity awards		(2,977)				(2,977)
Balance at end of year at Dec. 31, 2023	$ 880	471,666	(362,624)	3,818		113,740
Balance at end of year (in shares) at Dec. 31, 2023	88,051
Net income (loss)			(80,298)			(80,298)
Issuance of common shares related to "at-the-market" offering program, net of issuance costs	$ 1	624				625
Issuance of common shares related to "at-the-market" offering program, net of issuance costs (in shares)	60
Issuance of common shares related to stock options exercised		12				12
Issuance of common shares related to stock options exercised (in shares)	1
Issuance of common shares related to warrant exchange	$ 54	37,732				37,786
Issuance of common shares related to warrant exchange (in shares)	5,539
Issuance of common shares related to conversion of Series A Convertible Preferred Shares		16				16
Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)	1
Amortization of Series A Convertible Preferred Shares		349				349
Other comprehensive income (loss)				15,766		15,766
Equity-based compensation	$ 7	11,601				11,608
Equity-based compensation (in shares)	569
Net share settlement of equity awards		(2,122)				(2,122)
Balance at end of year at Dec. 31, 2024	$ 942	519,878	(442,922)	19,584		97,482
Balance at end of year (in shares) at Dec. 31, 2024	94,221
Net income (loss)			(90,445)			(90,445)
Issuance of common shares related to "at-the-market" offering program, net of issuance costs	$ 19	11,896				11,915
Issuance of common shares related to "at-the-market" offering program, net of issuance costs (in shares)	1,910
Amortization of Series A Convertible Preferred Shares		347				347
Other comprehensive income (loss)				(33,621)		(33,621)
Equity-based compensation	$ 8	14,544				14,552
Equity-based compensation (in shares)	735
Net share settlement of equity awards		(2,098)				(2,098)
Other			(1,003)	1,003
Balance at end of year at Dec. 31, 2025	$ 969	$ 544,567	$ (534,370)	$ (13,034)		$ (1,868)
Balance at end of year (in shares) at Dec. 31, 2025	96,866

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Lease Cost
Operating lease cost	$ 10,371	$ 10,797
Short-term lease cost	1,305	1,075
Total	$ 11,676	$ 11,872

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Allowance for credit loss	$ 2,750,000	$ 3,995,000	$ 2,915,000
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000	26,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common stock par value ( in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000	300,000
Common stock, Shares Issued (In shares)	96,866	94,221
Common stock, Shares Outstanding (In shares)	96,866	94,221
Series A Redeemable Common Equivalent Preferred Shares
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000	24,000
Redeemable Common Preferred Shares, Issued (in shares)	23,511	23,511
Redeemable Common Preferred Shares, Outstanding (in shares)	23,511	23,511
Temporary Equity, Liquidation Preference	$ 11.5	$ 11.5

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies.

Commitments and Contingencies

Note 21. Commitments and Contingencies

On November 27, 2024, Dairy Farmers of America, Inc. (“DFA”) filed a complaint against the Company and certain current and former employees of the Company in the United States District Court for the Western District of Missouri, which alleged trade secret misappropriation in violation of the Defend Trade Secrets Act and the Missouri Trade Secrets Act and civil conspiracy against the Company. DFA seeks money damages, interest, attorneys’ fees, costs, expenses, and injunctive relief from all defendants. On February 24, 2025, DFA filed an amended complaint, asserting the same causes of action against the Company and adding an individual defendant. On July 1, 2025, the United States District Court for the Western District of Missouri granted the Company’s motion to transfer the case to the United States District Court for the Eastern District of Arkansas, Case No. 4:25-cv-00662-JM. On July 14, 2025, DFA filed a second amended complaint, adding Westrock Beverage Company, LLC as a defendant, withdrawing the claim for civil conspiracy, and adding a claim seeking to pierce the corporate veil between the Company and Westrock Beverage Company, LLC. The Company and Westrock Beverage Company, LLC filed an answer on July 28, 2025, denying the allegations contained in DFA’s complaint, and also filed a motion to dismiss the veil-piercing claim. On October 28, 2025, the Court granted the motion to dismiss the veil-piercing claim.

Discovery has commenced, and the case has been set for trial on February 22, 2027. The Company intends to defend this matter vigorously and seek all recourse available to it, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations.

We are subject to various other claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.

We have future purchase obligations of $240.3 million as of December 31, 2025 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.

In addition, at December 31, 2025 we had no obligation to repurchase inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. At December 31, 2024, the Company had $0.6 million of such obligations. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.

Earnings Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share

Earnings Per Share

Note 19. Earnings Per Share

Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares. As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260 Earnings per Share (“ASC 260”).

The dilutive effect of Westrock Series A Preferred Shares, the 2029 Convertible Notes and the 2031 Convertible Notes is calculated using the if-converted method, which assumes an add-back of any accretion on preferred shares and interest expense associated with the 2029 Convertible Notes and 2031 Convertible Notes to net income attributable to shareholders as if the securities were converted to Common Shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Shares being included in the number of weighted-average units outstanding.

The dilutive effect of time-based option awards and RSUs is calculated using the treasury stock method, while performance-based awards are treated as contingently issuable.

The following potentially dilutive securities were excluded from the computation of diluted shares for the periods indicated because their inclusion would have an anti-dilutive effect on dilutive earnings (loss) per common share.


	Year Ended December 31,
(Thousands)	2025		2024		2023
Warrants		—		14,298		19,149
Restricted stock units		1,951		2,536		1,917
Options		1,191		1,299		1,445
If-converted securities		36,675		30,514		23,551

The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated.


	Year Ended December 31,
(Thousands, except per share data)	2025		2024		2023
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	(90,098)	$	(79,949)	$	(34,743)
Denominator:
Weighted-average common shares outstanding - basic		95,351		89,795		80,684
Basic earnings (loss) per common share	$	(0.94)	$	(0.89)	$	(0.43)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	(90,098)	$	(79,949)	$	(34,743)
Net income (loss) attributable to common shareholders - diluted	$	(90,098)	$	(79,949)	$	(34,743)
Denominator:
Weighted-average common shares outstanding - basic		95,351		89,795		80,684
Weighted-average common shares outstanding - diluted		95,351		89,795		80,684

Dilutive (loss) earnings per common share	$	(0.94)	$	(0.89)	$	(0.43)

Intangible Assets, Net

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net

Intangible Assets, Net

Note 11. Intangible Assets, Net

The following table summarizes intangible assets, net as of December 31, 2025 and 2024:


	December 31, 2025
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(41,907)	$	106,741
Favorable lease asset		220		(220)		—
Software		1,307		(907)		400
Intangible assets, net	$	150,175	$	(43,034)	$	107,141


	December 31, 2024
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(34,197)	$	114,451
Favorable lease asset		220		(209)		11
Software		1,243		(826)		417
Intangible assets, net	$	150,111	$	(35,232)	$	114,879

Amortization expense of intangible assets was $7.8 million, $8.1 million and $8.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years.

The estimated amortization expense for intangible assets subject to amortization over the next five years is:


(Thousands)
2026	$	7,818
2027		7,818
2028		7,792
2029		7,784
2030		7,734
Thereafter		68,195
Total	$	107,141

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information

Segment Information

Note 20. Segment Information

Our two operating segments, Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated using Segment Adjusted EBITDA, which is a segment performance measure. We define Segment Adjusted EBITDA as net (loss) income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc., impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway extract and ready-to-drink facility into commercial production, certain recurring operating costs related to the scale-up of operations of the Conway extract and ready-to-drink facility, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented).

The Company’s Chief Executive Officer, its chief operating decision maker (“CODM”), reviews Segment Adjusted EBITDA for the purpose of making operating decisions, assessing financial performance, and deciding how to allocate resources. Segment Adjusted EBITDA is used by the CODM to review operating trends and to monitor budget-to-actual variances in order to make key operating decisions.

Selected financial data, including a reconciliation of total reportable segments’ Segment Adjusted EBITDA to loss before income taxes and equity in earnings from unconsolidated entities, is presented below for the periods indicated:


	Year Ended December 31, 2025
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	908,449	$	280,503	$	1,188,952

Segment Adjusted EBITDA		68,481		16,523		85,004
Less:
Interest expense						55,747
Depreciation and amortization						55,836
Transaction, restructuring and integration expense						9,475
Equity-based compensation						14,552
Conway extract and ready-to-drink facility pre-production costs						24,725
Conway extract and ready-to-drink facility scale up operating costs						15,328
Mark-to-market adjustments						629
(Gain) loss on disposal of property, plant and equipment						1,278
Other						4,552
Loss before income taxes and equity in earnings from unconsolidated entities					$	(97,118)

Capital expenditures	$	88,770	$	30	$	88,800
Total assets		1,175,846		132		1,175,978

(1)	Excludes $8.4 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.


	Year Ended December 31, 2024
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	659,383	$	191,343	$	850,726

Segment Adjusted EBITDA		53,639		6,366		60,005
Less:
Interest expense						33,856
Depreciation and amortization						34,745
Transaction, restructuring and integration expense						13,797
Change in fair value of warrant liabilities						(7,015)
Equity-based compensation						11,608
Impairment charges						5,686
Conway extract and ready-to-drink facility pre-production costs						35,544
Conway extract and ready-to-drink facility scale up operating costs						12,825
Mark-to-market adjustments						(4,622)
(Gain) loss on disposal of property, plant and equipment						(1,722)
Other						1,681
Loss before income taxes and equity in earnings from unconsolidated entities					$	(76,378)

Capital expenditures	$	159,391	$	234	$	159,625
Total assets		1,004,126		97,654		1,101,780

(1)	Excludes $11.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.


	Year Ended December 31, 2023
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability		Total
Net sales⁽¹⁾	$	722,865	$	141,849	$	864,714

Segment Adjusted EBITDA		41,624		3,457		45,081
Less:
Interest expense						29,157
Depreciation and amortization						26,584
Transaction, restructuring and integration expense						14,557
Change in fair value of warrant liabilities						(10,207)
Management and consulting fees (S&D acquisition)						556
Equity-based compensation						8,708
Conway extract and ready-to-drink facility pre-production costs						11,698
Mark-to-market adjustments						(104)
(Gain) loss on disposal of property, plant and equipment						1,153
Other						3,804
Loss before income taxes and equity in earnings from unconsolidated entities					$	(40,825)

Capital expenditures	$	164,474	$	137	$	164,611
Total assets		891,170		80,344		971,514

(1)	Excludes $5.1 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Approximately 100% of our long-lived assets were located in the United States as of December 31, 2025.

Significant segment expense for our reportable segments is presented below for the periods indicated:


		Year Ended December 31, 2025
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	908,449	$	280,503
Less:
Costs of sales		735,008		257,539
Employee related⁽¹⁾		57,742		8,094
Information technology		7,207		n/a
Advertising & marketing		2,310		n/a
Professional fees		9,656		n/a
Corporate insurance		6,309		n/a
Freight		11,734		n/a
Other segment expense⁽²⁾		10,002		(1,653)
Segment Adjusted EBITDA	$	68,481	$	16,523


		Year Ended December 31, 2024
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	659,383	$	191,343
Less:
Costs of sales		502,194		174,274
Employee related⁽¹⁾		45,227		7,363
Information technology		5,692		n/a
Advertising & marketing		3,949		n/a
Professional fees		10,698		n/a
Corporate insurance		7,197		n/a
Freight		14,492		n/a
Other segment expense⁽²⁾		16,295		3,340
Segment Adjusted EBITDA	$	53,639	$	6,366


		Year ended December 31, 2023
			Sustainable
	Beverage		Sourcing &
(Thousands)	Solutions		Traceability
Net Sales	$	722,865	$	141,849
Less:
Costs of sales		582,528		127,994
Employee related⁽¹⁾		36,296		6,285
Information technology		4,351		n/a
Advertising & marketing		5,562		n/a
Professional fees		8,413		n/a
Corporate insurance		5,020		n/a
Freight		17,846		n/a
Other segment expense⁽²⁾		21,225		4,113
Segment Adjusted EBITDA	$	41,624	$	3,457

2 – Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
U.S.	$ (99,309)	$ (77,808)	$ (34,695)
International	2,191	1,430	(6,130)
Loss before income taxes and equity in earnings from unconsolidated entities	$ (97,118)	$ (76,378)	$ (40,825)

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Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (90,445)	$ (80,298)	$ (34,567)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments	(33,202)	15,501	9,717
Foreign currency translation adjustment	(419)	265	204
Total other comprehensive income (loss)	(33,621)	15,766	9,921
Comprehensive (loss) income	(124,066)	(64,532)	(24,646)
Comprehensive income (loss) attributable to non-controlling interests			15
Comprehensive loss attributable to shareholders	(124,066)	(64,532)	(24,661)
Amortization (accretion) of Series A Convertible Preferred Shares	347	349	(161)
Comprehensive loss attributable to common shareholders	$ (123,719)	$ (64,183)	$ (24,822)

Intangible Assets, Net - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Intangible Assets, Net
Cost	$ 150,175	$ 150,111
Accumulated Amortization	(43,034)	(35,232)
Total	107,141	114,879
Amortization expenses	$ 7,800	8,100	$ 8,200
Useful life	20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,648	148,648
Accumulated Amortization	(41,907)	(34,197)
Total	106,741	114,451
Favorable lease assets
Intangible Assets, Net
Cost	220	220
Accumulated Amortization	(220)	(209)
Total		11
Software
Intangible Assets, Net
Cost	1,307	1,243
Accumulated Amortization	(907)	(826)
Total	$ 400	$ 417

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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+ Details

Derivatives - Other (Details) lb in Millions, $ in Millions	12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Dec. 31, 2025 USD ($) lb	Dec. 31, 2024 USD ($) lb	Dec. 31, 2023 USD ($)
Derivatives
Net gains reported in AOCI expected to be reclassified	$ 16.1
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified	20.1	$ 15.8	$ (6.4)
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	$ 256.0
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount \| lb	116.8	11.0
Coffee futures contracts \| Minimum \| Designated as hedges
Derivatives
Derivative term	3 months
Coffee futures contracts \| Maximum \| Designated as hedges
Derivatives
Derivative term	12 months
Coffee options \| Cash flow hedging
Derivatives
Notional amount of derivative purchased		$ 90.0

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 60,310	$ 63,380
Operating lease liabilities - current	$ 4,908	$ 4,420
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 58,146	$ 60,692
Operating lease liabilities - noncurrent, Balance sheet location	Operating lease liabilities - noncurrent	Operating lease liabilities - noncurrent

Summary of Significant Accounting Policies - Receivables Purchase Agreement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Jun. 27, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Maximum amount of trade receivables that can be sold		$ 35.0
Cash inflow from factoring arrangement	$ 210.8
customer payments remitted to the factor	175.8
Fees incurred	1.6
Cash collections on behalf of factor	13.8
Deferred purchase price on the sold receivables	$ 1.2		$ 0.0

Segment information - Segment expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Information
Net sales	$ 1,188,952	$ 850,726	$ 864,714
Costs of sales	$ 1,038,188	$ 696,952	$ 724,856
Segment Reporting, Other Segment Item, Composition, Description	Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses.	Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses.	Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses.
Segment Adjusted EBITDA	$ 85,004	$ 60,005	$ 45,081
Beverage Solutions
Segment Information
Net sales	908,449	659,383	722,865
Costs of sales	735,008	502,194	582,528
Employee related	57,742	45,227	36,296
Information technology	7,207	5,692	4,351
Advertising & marketing	2,310	3,949	5,562
Professional fees	9,656	10,698	8,413
Corporate insurance	6,309	7,197	5,020
Freight	11,734	14,492	17,846
Other segment expense	10,002	16,295	21,225
Segment Adjusted EBITDA	68,481	53,639	41,624
Sustainable, Sourcing and Traceability
Segment Information
Net sales	280,503	191,343	141,849
Costs of sales	257,539	174,274	127,994
Employee related	8,094	7,363	6,285
Other segment expense	(1,653)	3,340	4,113
Segment Adjusted EBITDA	$ 16,523	$ 6,366	$ 3,457

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventories
Raw materials	$ 86,231	$ 82,412
Finished goods	38,236	32,520
Green coffee	75,335	48,391
Total inventories	$ 199,802	$ 163,323

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEET (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
ASSETS
Cash and cash equivalents	$ 49,875	$ 26,151
Total current assets	396,359	333,643
Total Assets	1,175,978	1,101,780	$ 971,514
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	95,340	34,095
Total current liabilities	413,630	277,870
Long-term debt, net	360,703	325,880
Convertible notes payable - related party, net	(60,839)	(49,706)
Total liabilities	904,343	730,448
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 (deficit)	(1,868)	97,482
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	1,175,978	1,101,780
Related Party
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	1,049	958
Convertible notes payable - related party, net	(60,839)	(49,706)
PARENT COMPANY ONLY
ASSETS
Cash and cash equivalents	55	189
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
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
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 (deficit)	(1,868)	97,482
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	373,990	444,393
PARENT COMPANY ONLY \| Related Party
ASSETS
Related party receivables	35,002	45
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Related party payables	200	9
Series A Redeemable Common Equivalent Preferred Shares
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
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
Series A Redeemable Common Equivalent Preferred Shares \| PARENT COMPANY ONLY
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
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

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Derivatives
Net unrealized gains (losses)	$ (33,202)	$ 15,501	$ 9,717
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	20,069	15,780	(6,377)
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ 8,047	$ (2,077)	$ (4,064)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4C
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480434/815-10-50-4C

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 815
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-Section 55
-Paragraph 182
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-URI https://asc.fasb.org/1943274/2147480401/815-10-55-182

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)(5)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)(4)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)(3)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480434/815-10-50-4D

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)(1)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)(2)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

+ References + Details

Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Liabilities and reserves	$ 2,978	$ 2,058
Interest limitation	26,550	20,633
Net operating losses	72,087	65,630
Transaction expenses	143	165
Inventories	1,445
Stock compensation	1,891	1,753
Derivatives	1,972
Operating lease liabilities	15,246	15,709
Other	2,269	1,438
Total	124,581	107,386
Valuation allowance	(55,762)	(30,542)	$ (12,878)	$ (8,464)
Total deferred tax assets, net	68,819	76,844
Deferred tax liabilities
Property, plant and equipment	(39,450)	(42,659)
Intangible assets	(24,442)	(25,061)
Derivatives		(7,071)
Right-of-use assets	(14,550)	(15,267)
Inventories		(1,278)
Other	(537)	(462)
Total	(78,979)	(91,798)
Net deferred tax liability	$ (10,160)	$ (14,954)

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of income tax expense (benefit)
U.S. federal statutory tax rate	$ (19,361)	$ (16,039)	$ (8,573)
State and local income taxes, net of federal income tax effect	$ 103	$ 326	$ 447
Effective Income Tax Rate Reconciliation, State and Local Jurisdiction, Contribution Greater than 50 Percent, Tax Effect [Extensible Enumeration]	stpr:CA	stpr:IL, stpr:VA	stpr:CA
Global intangible low-taxed income ("GILTI") inclusion	$ 1,400	$ 1,021
Change in fair value of warrants		(1,473)	$ (2,144)
Excess compensation (162(m))	1,730	70	717
Share-based payment awards	947	390	(838)
Other nontaxable or nondeductible items:	194	268	152
Basis difference in equity method investment	(2,572)
Income tax expense (benefit)	$ (1,748)	$ 3,728	$ (6,358)
Tax Jurisdiction of Domicile [Extensible Enumeration]	United States	United States	United States
Reconciliation of income tax expense (benefit) (in percentage)
U.S. federal statutory tax rate (in percentage)	21.00%	21.00%	21.00%
State and local income taxes, net of federal income tax effect (in percentage)	(0.10%)	(0.40%)	(1.10%)
Global intangible low-taxed income ("GILTI") inclusion (in percentage)	(1.50%)	(1.30%)
Change in fair value of warrants (in percentage)		1.90%	5.30%
Excess compensation (162(m)) (in percentage)	(1.90%)	(0.10%)	(1.80%)
Share-based payment awards (in percentage)	(1.00%)	(0.50%)	2.10%
Other nontaxable or nondeductible items (in percentage)	(0.20%)	(0.40%)	(0.40%)
Basis difference in equity method investment (in percentage)	2.80%
Effective tax rate (in percentage)	1.90%	(4.90%)	15.60%
United Kingdom
Reconciliation of income tax expense (benefit)
Change in valuation allowance	$ (1,965)	$ 617	$ 677
Other	$ 54	$ 367	$ 96
Reconciliation of income tax expense (benefit) (in percentage)
Change in valuation allowance (in percentage)	2.10%	(0.80%)	(1.70%)
Other (in percentage)	(0.10%)	(0.50%)	(0.20%)
Rwanda
Reconciliation of income tax expense (benefit)
Change in valuation allowance	$ (2,341)	$ 567	$ 829
Other	$ 2,425	$ (53)	$ (249)
Reconciliation of income tax expense (benefit) (in percentage)
Change in valuation allowance (in percentage)	2.50%	(0.70%)	(2.00%)
Other (in percentage)	(2.60%)	0.10%	0.60%
Other foreign jurisdictions
Reconciliation of income tax expense (benefit)
Other foreign jurisdictions	$ 181	$ 267	$ 441
Reconciliation of income tax expense (benefit) (in percentage)
Other foreign jurisdictions (in percentage)	(0.20%)	(0.30%)	(1.10%)
United States
Reconciliation of income tax expense (benefit)
Change in valuation allowance	$ 17,193	$ 17,366	$ 1,771
Other	$ 264	$ 34	$ 316
Reconciliation of income tax expense (benefit) (in percentage)
Change in valuation allowance (in percentage)	(18.60%)	(22.70%)	(4.30%)
Other (in percentage)	(0.30%)	0.00%	(0.80%)

Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2025 USD ($)
Commitments and Contingencies.
Purchase obligations	$ 240.3
Repurchase agreement liability	$ 0.6

Derivatives

12 Months Ended

Dec. 31, 2025

Derivatives

Derivatives

Note 14. Derivatives

We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, exchange-traded futures and options contracts and, over-the-counter (“OTC”) commodity swaps and options contracts for certain commodities. Forward and futures contracts, and commodity swaps are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas futures contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings.

Within our Beverage Solutions segment, we have entered into coffee futures, swaps, and options contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from three to twelve months in length. These derivative instruments have been designated as cash flow hedges. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 116.8 million pounds and 11.0 million pounds as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the Company purchased coffee futures contracts, commodity swaps, and coffee options contracts under our cash flow hedging program with aggregate notional amount of 256.0 million pounds and 90.0 million pounds, respectively.

Approximately $20.1 million of net realized gains, $15.8 million of net realized gains and $6.4 million of net realized losses, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $16.1 million.

Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.

The fair value of our derivative assets and liabilities included in the Consolidated Balance Sheets are set forth below:


(Thousands)	Balance Sheet Location	December 31, 2025		December 31, 2024
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	3,815
Options contracts⁽²⁾	Derivative assets		—		228
Total		$	—	$	4,043

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,049	$	15,703
Total			15,049		15,703
Total derivative assets		$	15,049	$	19,746

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	110	$	—
Commodity swaps	Derivative liabilities		8,235		—
Options contracts⁽²⁾	Derivative liabilities		17,906		—
Total		$	26,251	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	2,349	$	11,966
Total derivative liabilities		$	28,600	$	11,966

1 - The fair value of coffee futures excludes amounts related to margin accounts.

2 – Options contracts include counterparty netting.

The following table presents the pre-tax net gains and losses for our derivative instruments for the years ended December 31, 2025, 2024 and 2023:


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2025		2024		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	20,069	$	15,780	$	(6,377)

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,047	$	(2,077)	$	(4,064)

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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