Vita Coco (NASDAQ: COCO) to pay $175M plus earnout for Copra
Rhea-AI Filing Summary
The Vita Coco Company, Inc. completed the acquisition of Copra Inc., a producer of super-premium Thai Nam Hom coconut water, on July 22, 2026. Closing consideration totaled $175 million, composed of 467,071 Vita Coco shares and $140,000,210.59 in cash, with Copra shareholders also eligible for an additional earnout.
The aggregate earnout ranges from $45 million to $100 million based on Copra’s 2028 gross profit and will be paid in 2029 in cash, Vita Coco stock, or both, with at least 24% in cash. Copra expects full-year 2026 net sales above $100 million and has delivered a 48% net sales CAGR over the past three years.
Stock consideration was issued in a private placement, with Copra holders capped at 19.99% of Vita Coco’s pre-deal shares absent stockholder approval and granted registration rights for resale. Vita Coco expects the transaction to be accretive to its Adjusted EBITDA margins while maintaining mid-teens branded net sales growth and high-teens Adjusted EBITDA margin targets.
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Filing Explained
The completed merger made Copra wholly owned and reduced existing holders’ percentage ownership through Vita Coco shares issued at closing.
The July 22 8-K reports that the merger completed and Copra became a wholly owned subsidiary, with
The share issuance increases Vita Coco’s total share count and reduces an existing common holder’s percentage ownership absent offsetting changes; the filing records issuance, not a public offering.
Copra options, whether vested or unvested, were accelerated to the extent unvested and cancelled for cash based on the closing per-share consideration less the applicable exercise price; some former optionholders may also participate in an earnout bonus pool subject to continued employment.
Under the Registration Rights Agreement, Vita Coco must file a shelf registration for the closing shares within four business days of issuance; any earnout-stock registration follows the final determination of earnout shares.
8-K Event Classification
5 items: 1.01, 2.01, 3.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Upfront purchase price: $175 million
Cash portion of closing consideration: $140,000,210.59
Closing Stock Consideration: 467,071 shares
+5 more
8 metrics
Upfront purchase price
$175 million
Closing consideration for the acquisition of Copra, subject to customary adjustments
Cash portion of closing consideration
$140,000,210.59
Cash component of the $175 million Copra closing consideration
Closing Stock Consideration
467,071 shares
Shares of Vita Coco common stock issued to Copra holders at closing
Earnout Payment Amount floor
$45,000,000
Minimum aggregate earnout payment based on 2028 gross profit performance
Earnout Payment Amount cap
$100,000,000
Maximum aggregate earnout payment based on 2028 gross profit performance
Expected 2026 Copra net sales
$100 million
Copra expects full-year 2026 net sales to be greater than this amount
Copra Net Sales CAGR
48%
Net sales compound annual growth rate over the past three years
Equity issuance cap to Copra holders
19.99%
Maximum Vita Coco common stock issuable to Copra holders without stockholder approval
Key Terms
Earnout Payment Amount, Registration Rights Agreement, shelf registration statement, Adjusted EBITDA, +1 more
5 terms
Earnout Payment Amount financial
"The aggregate Earnout Payment Amount payable will in no event be less than $45,000,000 or exceed $100,000,000"
Registration Rights Agreement regulatory
"the Company and certain Copra stockholders entered into a Registration Rights Agreement"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
shelf registration statement regulatory
"requires the Company to prepare and file a shelf registration statement covering the resale of all registrable securities"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Adjusted EBITDA financial
"Vita Coco expects the acquisition of Copra to be accretive to its Adjusted EBITDA margins post full integration"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the main terms of The Vita Coco Company (COCO) acquisition of Copra?
The deal includes $175 million of closing consideration plus an earnout of $45–$100 million. The upfront payment combines 467,071 Vita Coco shares and $140,000,210.59 in cash, with additional 2029 earnout payments tied to Copra’s 2028 financial performance.
How is the Copra earnout structured in Vita Coco (COCO)’s transaction?
The aggregate earnout ranges between $45 million and $100 million, based on Copra’s 2028 gross profit. It will be paid in 2029 in cash, Vita Coco common stock, or a combination, with at least 24% of the earnout paid in cash at Vita Coco’s discretion.
How large is Copra relative to Vita Coco (COCO) based on disclosed sales?
Copra expects full-year 2026 net sales to exceed $100 million and reports a 48% net sales CAGR over the past three years. Sales are predominantly in the Americas, with identified opportunities to expand internationally and grow its branded super-premium coconut water business.
How is Vita Coco (COCO) paying for the Copra acquisition?
The initial $175 million purchase price is funded with roughly 80% cash on hand and 20% Vita Coco common stock. Future earnout payments of $45–$100 million will be settled in cash, stock, or both, at Vita Coco’s discretion, with a minimum 24% cash component.
What equity issuance limits and registration rights apply in the COCO–Copra deal?
Vita Coco will not issue Copra holders more than 19.99% of its pre-deal common shares without stockholder approval. Copra shareholders receive registration rights, including required shelf registration statements to enable resale of both the closing stock consideration and any earnout stock consideration.
How does Vita Coco (COCO) expect the Copra deal to affect profitability targets?
Vita Coco expects the Copra acquisition to be accretive to Adjusted EBITDA margins after full integration. Management states the transaction does not materially change long-term goals of mid-teens branded net sales growth and high-teens Adjusted EBITDA margin at the consolidated company level.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 22, 2026
_____________________________
(Exact name of registrant as specified in its charter)
_____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, include area code) (212 ) 206-0763
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2026 (the “Closing Date”), The Vita Coco Company, Inc., a Delaware public benefit corporation (the “Company” or “Vita Coco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Copra Inc., a Delaware corporation (“Copra”), Pinkco Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, pursuant to which Merger Sub merged with and into Copra, with Copra surviving the Merger as a wholly-owned subsidiary of the Company (the “Merger”). The Merger was completed on July 22, 2026, pursuant to the terms of the Merger Agreement. The Merger was unanimously approved and adopted by the Board of Directors of each of Vita Coco and Copra and unanimously approved by the stockholders of Copra. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the Merger Agreement.
Merger; Merger Consideration
At the effective time of the Merger (the “Effective Time”), each share of Copra capital stock (meaning Copra common stock, $0.01 par value per share (“Copra Common Stock”), and Copra preferred stock (the Series Seed Preferred Stock, $0.01 par value per share, of Copra and the Series Seed-2 Preferred Stock, $0.01 par value per share, of Copra (collectively, “Copra Preferred Stock”)) outstanding immediately prior to the Effective Time, other than (i) shares held in Copra’s treasury, (ii) shares held by Vita Coco, Merger Sub, or any wholly-owned subsidiary of Vita Coco, and (iii) shares held by a holder who properly exercised dissenters’ rights under the Delaware General Corporation Law, was cancelled and converted into the right to receive (without interest and subject to any applicable tax withholding) the applicable Closing Per Share Consideration. Holders of Copra Preferred Stock received their applicable Closing Per Share Consideration entirely in cash ($108.61 per share) and will not be entitled to receive any Closing Stock Consideration, as defined below, or Earnout Stock Consideration. Holders of Copra Common Stock who are Eligible Recipients received their applicable Closing Per Share Consideration in cash and Closing Stock Consideration ($76.04 per share and 0.4346 shares of Vita Coco common stock, $0.01 par value per share (“Vita Coco Common Stock”)), and will also be entitled to receive the applicable Earnout Per Share Consideration (including in Earnout Stock Consideration).
The Earnout Per Share Consideration will be based on the Gross Profit achieved by Copra during the Calculation Period. The Calculation Period is the period from January 1, 2028 to December 31, 2028, or, if accelerated as a result of a Change of Control of Vita Coco prior to the end of fiscal year 2028, then the period from January 1, 2027 to December 31, 2027. Holders of Copra Preferred Stock will receive their Earnout Per Share Consideration entirely in cash. Holders of Copra Common Stock who are Eligible Recipients are entitled to receive Earnout Stock Consideration, if any, as part of their Earnout Per Share Consideration. The aggregate Earnout Payment Amount payable will in no event (a) be less than $45,000,000 or (b) exceed $100,000,000, and, in each case, the Earnout Payment Amount shall be payable in cash, Vita Coco Common Stock, or any combination thereof, in each instance, as determined by Vita Coco in its sole discretion.
Immediately prior to the Effective Time, each Copra Option, whether vested or unvested, automatically accelerated (to the extent unvested) and was cancelled and converted into the right to receive, without interest and subject to applicable Tax withholding, an amount of cash equal to (A) the number of shares of Copra Common Stock underlying such option multiplied by the Closing Per Share Consideration, minus (B) the aggregate exercise price of such option, pursuant to an Option Termination Agreement executed by the applicable Copra Optionholder. Certain former Copra Optionholders may also participate in an Earnout Bonus Pool, subject to continued employment with Copra or its Affiliates.
The aggregate merger consideration consisted of (i) closing consideration of $175 million, comprised of (a) 467,071 shares of Vita Coco Common Stock (the “Closing Stock Consideration”) and (b) $140,000,210.59 in cash, and (ii) the right to receive the Earnout Per Share Consideration (in each case, subject to customary adjustments).
The Closing Stock Consideration and any Earnout Stock Consideration will be issued in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”). Pursuant to the Merger Agreement, the Company will not issue to the holders of Copra Capital Stock more than an aggregate of 19.99% of the shares of Vita Coco Common Stock outstanding immediately prior to the execution of the Merger Agreement (including both Closing Stock Consideration and any Earnout Stock Consideration) without seeking stockholder approval.
The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub, Copra, or their respective subsidiaries or affiliates, or to modify or supplement any factual disclosures about the Company that it includes in its public reports filed with the Securities and Exchange Commission (the “Commission”). The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, will not survive the consummation of the Merger (except in the case of Fraud), were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates at the time they were made or at any other time. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other reports and filings that the Company makes from time to time with the Commission.
Registration Rights Agreement
As a condition to the closing of the Merger, the Company and certain Copra stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), effective as of the Closing Date. The Registration Rights Agreement requires the Company to prepare and file a shelf registration statement covering the resale of all registrable securities within four (4) business days from the date of issuance of the Closing Stock Consideration. The Registration Rights Agreement also provides for the filing of a shelf registration statement covering all registrable securities held by the Copra stockholders within thirty (30) days of the final determination of the Earnout Stock Consideration if any, and use reasonable best efforts to cause such Earnout Registration Statement to become effective as promptly as practicable but no later than thirty (30) Business Days from its initial filing or one-hundred and twenty (120) Business Days from its initial filing if the Company is notified by the Commission that it will review the Earnout Registration Statement, subject to the terms and limitations therein.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of the Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Joinder Agreements
Concurrently with the execution of the Merger Agreement, the Company, Merger Sub, Copra, and the stockholders of Copra signed joinder agreements (the “Joinder Agreements”), binding the stockholders of Copra to certain terms set forth in the Merger Agreement, including the appointment of the Securityholder Representative, as well as certain customary covenants including confidentiality and non-disparagement covenants. Certain management stockholders signed Joinder Agreements that also include non-solicitation and non-competition covenants.
The foregoing description of the Joinder Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 22, 2026, the Company completed its acquisition of Copra. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Based in part upon the representations of the Copra securityholders in connection with the Merger Agreement, the issuance of the Closing Stock Consideration was conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. The Closing Stock Consideration has not been registered under the Securities Act or any state securities laws, and the Closing Stock Consideration may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. The issuance of the Closing Stock Consideration did not involve a public offering and was made without general solicitation or general advertising.
Item 7.01 Regulation FD Disclosure.
On July 22, 2026, the Company issued a press release announcing the Merger. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Also on July 22, 2026, the Company posted an investor presentation relating to the Merger on its website. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by herein by reference.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act or the 1934 Act, except as may be expressly set forth by specific reference in such filing. Information contained on, or that can be accessed through, the Company’s website does not constitute a part of, and is not incorporated by reference into, this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | Description | ||||
2.1* | Agreement and Plan of Merger, by and between The Vita Coco Company, Inc., Copra Inc., Pinkco Inc. and Shareholder Representative Services LLC, dated July 22, 2026 | ||||
10.1* | Registration Rights Agreement, by and between The Vita Coco Company, Inc., and certain stockholders of Copra Inc., dated as of July 22, 2026 | ||||
10.2 | Form of Joinder Agreement, by and between The Vita Coco Company, Inc., Pinkco Inc., Copra, Inc. and certain stockholders and management of Copra Inc., dated as of July 22, 2026 | ||||
10.3 | Form of Joinder Agreement, by and between The Vita Coco Company, Inc., Pinkco Inc., Copra Inc., and certain stockholders of Copra Inc., dated as of July 22, 2026 | ||||
99.1 | Press Release of The Vita Coco Company, Inc., dated July 22, 2026 | ||||
99.2 | Investor Presentation of The Vita Coco Company, Inc., dated July 22, 2026 | ||||
104 | Cover Page Interactive Data File (embedded with Inline XBRL document) | ||||
* Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE VITA COCO COMPANY, INC. | ||||||||
Date: July 22, 2026 | By: | /s/ Corey Baker | ||||||
Name: Corey Baker | ||||||||
Title: Chief Financial Officer | ||||||||
The Vita Coco Company Announces the Acquisition of Copra, Inc.
Strategic Acquisition expands Vita Coco’s Market Share of Coconut Water Category with entry into Super-Premium Segment.
Acquisition increases Vita Coco’s Addressable Market and Growth Potential.
Acquisition broadens Supply Chain Capabilities with addition of factory in Thailand with access to Nam Hom Coconuts.
NEW YORK, July 22, 2026 — The Vita Coco Company, Inc. (NASDAQ: COCO) (“Vita Coco” or the “Company”), a leading high-growth platform of better-for-you beverage brands, today announced that the Company acquired Copra, Inc. ("Copra"), one of the leading producers of super-premium Thai Nam Hom coconut water.
Copra has built a differentiated position in the super-premium cold-chain coconut water segment, supported by expertise in Thai Nam Hom sourcing, an extract-and-fill-on-site operating model, an emerging branded business, and a very strong private label business. The transaction gives Vita Coco a platform to participate in this attractive, fast growing segment of the coconut water category where the Company does not currently compete.
“We are so excited to welcome the Copra team to the Vita Coco family. Coconut water, which is the fastest growing category in the beverage aisle, is still in the early innings of what it can become. We see a meaningful opportunity to keep expanding the category by meeting consumers in new occasions, formats and price tiers,” said Michael Kirban, Co-Founder and Executive Chairman of Vita Coco. “Copra brings specialized capabilities, deep sourcing expertise and a super-premium offering that can help us serve more consumers, and expand our market share while continuing to help shape and lead the category’s continued global growth. We are excited to leverage Vita Coco's expertise in sales and marketing to accelerate what Copra has built with their high quality coconut water. Together, we believe that we can accelerate global growth and build a strong branded Thai Nam Hom coconut water business.”
“The Copra team is thrilled to be joining the Vita Coco family, and to accelerate our growth with their support." said Ben Minges, CEO and Co-Founder of Copra. "The super-premium segment of the Coconut Water category, defined by Thai Nam Hom water, is experiencing very strong growth. Our coconut water is sold chilled and has a sweet, aromatic flavor and slightly pink color. Vita Coco is the perfect partner to help achieve our vision to be a leading player in this segment" said Chai Phonsuwan, Co-Founder of Copra.
Vita Coco expects to create value by expanding Copra’s capacity, improving operational efficiency, supporting existing customer demand and adding new relationships, and investing thoughtfully behind Copra to build a strong super premium brand.
“Copra's Net Sales CAGR of 48% over the past three years in the cold-chain coconut water segment is remarkable. We believe it is a perfect add-on to our coconut water capabilities, expands our total addressable market, strengthens our participation in coconut water, and gives us another way to help shape the category’s continued growth,” said Martin Roper, Chief Executive Officer of The Vita Coco Company. “I look forward to working with Copra's founders and team to deliver on our joint vision for Copra.”
The transaction closed on July 22, 2026. The purchase price consisted of an upfront consideration of $175 million paid at closing, subject to customary closing adjustments, with additional earnout consideration to be paid in 2029 based on 2028 financial performance with a floor of $45 million and a cap of $100 million. The initial purchase price consisted of 80% cash on hand with the balance paid in Vita Coco common stock.
Copra expects their full year 2026 Net Sales to be greater than $100 million. Copra sales are predominately in the Americas with opportunity to expand Internationally and to significantly grow the branded business.
Vita Coco expects the acquisition of Copra to be accretive to its Adjusted EBITDA margins post full integration. Vita Coco management will address the acquisition of Copra on its normally scheduled earnings call tomorrow, July 23, 2026.
Evercore acted as financial advisor to Vita Coco, and Ballard Spahr LLP acted as legal advisor to Vita Coco. Whipstitch Capital acted as financial advisor to Copra, and Cooley LLP acted as legal advisor to Copra.
About The Vita Coco Company
The Vita Coco Company is a family of brands on a mission to reimagine what’s possible when brands deliver healthy, nutritious, and great-tasting products that are better for consumers and better for the world. This includes its flagship coconut water brand, Vita Coco, and protein-infused water, PWR LIFT. The Company was co-founded in 2004 by Michael Kirban and Ira Liran and is a public benefit corporation and Certified B Corporation. Vita Coco, the principal brand within the Company’s portfolio, is the leading coconut water brand in the U.S. With electrolytes, nutrients, and vitamins, coconut water has become a top beverage choice among consumers after a workout, in smoothies, as a cocktail mixer, after a night out, and more.
Contacts
Investor Relations:
ICR, Inc.
investors@thevitacococompany.com
Non-GAAP Financial Measures
In addition to disclosing results determined in accordance with U.S. GAAP, the Company also discloses certain non-GAAP results of operations, including, but not limited to, Adjusted EBITDA, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation tables of U.S. GAAP to non-GAAP information provided at the end of this presentation. These non-GAAP measures are a key metric used by management and our board of directors to assess our financial performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance and because we believe it is useful for investors to see the measures that management uses to evaluate the Company. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance.
These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this presentation. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the expected impact of the acquisition on the Company’s business, strategy, operations, supply chain, financial results, adjusted EBITDA, long-term adjusted EBITDA margin targets, growth opportunities, integration plans, capacity expansion, customer relationships, private label opportunities, branded opportunities, and total addressable market. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such statements.
These factors include, but are not limited to, the Company’s ability to successfully integrate Copra’s business, realize the anticipated benefits of the transaction, expand capacity as planned, maintain customer relationships, manage operational and supply chain complexity, and execute against its long-term growth strategy, as well as those factors discussed under the caption “Risk Factors” in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission as such factors may be updated from time to time. Any forward-
looking statements contained in this press release speak only as of the date hereof, and undue reliance should not be placed on such statements. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
© The Vita Coco Company, Inc. All Rights Reserved. July 22, 2026 VITA COCO ACQUIRES COPRA, INC. ly 2 , 2026 © The Vita Coco Company, Inc. All Rights Reserved.
2 DISCLAIMER NON-GAAP FINANCIAL MEASURES In addition to disclosing results determined in accordance with U.S. GAAP, The Vita Coco Company, Inc. (the “Company”) also discloses certain non-GAAP results of operations, including, but not limited to, Adjusted EBITDA, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation tables of U.S. GAAP to non-GAAP information provided at the end of this presentation. These non-GAAP measures are a key metric used by management and our board of directors to assess our financial performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance and because we believe it is useful for investors to see the measures that management uses to evaluate the Company. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces its usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this presentation. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone. FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including but not limited to, statements regarding our future financial and operating performance, including our GAAP and non-GAAP guidance, our strategy, projected costs, tariffs and trade policies, prospects, expectations, plans, objectives of management, supply chain predictions, customer and supplier relationships and expected net sales and category share growth. The forward-looking statements in this presentation are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company’s control. These factors include, but are not limited to, the Company's ability to successfully integrate Copra's business, realize the anticipated benefits of the transaction, expand capacity as planned, maintain customer relationships, manage operational and supply chain complexity, and execute against its long-term growth strategy, as well as those discussed under the caption “Risk Factors” in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings with the U.S. Securities and Exchange Commission ("SEC") as such factors may be updated from time to time and which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of our website at https://investors.thevitacococompany.com. Any forward-looking statements contained in this presentation speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this presentation, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law. WEBSITE DISCLOSURE The Company intends to use its websites, vitacoco.com and investors.thevitacococompany.com, as a means for disclosing material non-public information and for complying with SEC, Regulation FD and other disclosure obligations.
3 VITA COCO ACQUIRES COPRA, INC. Vita Coco Focused On Winning In Fast-growing Coconut Water Category • Vita Coco to acquire Copra, Inc. for initial consideration of $175M (subject to customary closing adjustments) • 80% cash and 20% stock consideration • Additional consideration payable in 2029 based on Copra 2028 financial performance with a floor of $45M and a cap of $100M* • Copra is a leading producer of Thailand Nam Hom coconut water • Founders retained to support the growth and acceleration of the business • Supported by Vita Coco technical experts, financial resources and retailer relationships • Provides Vita Coco with Nam Hom capabilities to meet retailer and consumer needs for super premium coconut water • Enhances The Vita Coco Company's opportunity to gain share of coconut water category and to be category leader driving category and brand growth • Opportunity to build branded business in super premium cold segment where Vita Coco is not currently present • Builds on Vita Coco supply chain capabilities, scale and competitive advantage • Factory located in Nam Hom growing area * Consideration in 2029 – minimum of 24% cash but is a mix between cash and stock at discretion of Vita Coco SUMMARY OF ACQUISITION STRATEGIC RATIONALE
4 Value Premium Super Premium 2022 2023 2024 2025 L52W COCONUT WATER CATEGORY IS ACCELERATING, ATTRACTIVE SPACE TO INVEST IN Source: Custom Research by The Vita Coco Company, Circana - Coconut Water Category Latest 52 Weeks Ending 06/28/26 *Year to Date Ending 06/28/26 Super Premium represents 13% of category …Is the fastest growing category in US beverage today and accelerating globally …Has consumer led growth rooted in demand for more health, wellness and functionality in beverages …Has healthy pricing development; strongest growth in premium and super-premium segment YTD +34% YTD +2% SUPER PREMIUM REPRESENTS ~12%* OF $1.6B CATEGORY INVESTING IN THE COCONUT WATER CATEGORY BECAUSE IT… YTD +31% US COCONUT WATER CATEGORY SIZE (MULO+ w/C RSV $B) $0.9B $1.6B CATEGORY YTD +29%
5 SUPER-PREMIUM COCONUT WATER SEGMENT IS AN ATTRACTIVE WHITE SPACE Source: Custom Research by The Vita Coco Company, Circana - MULO+ with C-store, Latest 52 Weeks Ending 6/28/26, Management estimates on segmentation Vita Coco is the leading brand in Premium Price: Super Premium Coconut Water vs Rest of Category > 205 index SUPER PREMIUM SEGMENT MAKES UP ~12% OF CW CATEGORY LARGELY BRANDED SEGMENT WITH PRIVATE LABEL GROWING SHARE SUPER PREMIUM HAS ATTRACTIVE SHOPPERS AND HH PEN OPPORTUNITY Gen Z 131 Millennial 147 High Income 113 (Index vs US population) Super Premium HH Penetration Is 15% of CCW Super Premium 12% Premium 75% Value 13% 24% 29% 74% 63% 2% 8% Private Label Harmless Harvest All Other LY TY
6 • Estimated FY 2026 Net Sales greater than $100M • Sales predominately in the Americas with opportunity to expand Internationally • Expect Adj. EBITDA margins to be accretive post full integration COPRA PERFECT FIT FOR VITA COCO PORTFOLIO Products And Supply Chain Are Additive To Current Capabilities And Performance Is Strong Source: Copra YTD results, and projections for Full Year 89% 5% 3% 2% 1% Water Smoothie Meat Puree Nectar • Purpose-built facility in Ratchaburi: The world’s main Nam Hom coconut growing region • Extraction and filling on site: Production model differentiates Copra in cold-chain segment • Tree-to-bottle in hours: An operating model that preserves superior taste and nutritional quality • Ready to be scaled up: Enabling volume growth and product expansion COPRA PREMIUM PRODUCTS UNIQUE SUPPLY CHAIN STRONG PERFORMANCE % M IX Y TD 2 02 6
7 SIGNIFICANT VALUE CREATION OPPORTUNITIES Capacity Expansion Facility Optimization Brand Acceleration Long-Term Opportunities • Expand retail distribution • Brand marketing • Food service partnerships • International markets • Secure new private label business • Product innovation • Invest to support opportunity to double Net Sales in next three to five years • Improve operating efficiencies to control costs and improve throughput
8 NO CHANGE TO LONG-TERM FINANCIAL TARGETS Note: Branded Net Sales Growth defined as Consolidated Net Sales minus Private Label Net Sales. MID TEENS HIGH TEENS BRANDED NET SALES GROWTH ADJ. EBITDA MARGIN TARGETS Copra expected to contribute positively to long-term Net Sales objectives • Branded opportunity in US - super premium cold segment of coconut water is significant • International opportunity for Nam Hom coconut water products is developing Acquisition of Copra is expected to not materially affect Vita Coco’s long term Adj. EBITDA margin target