Coffee Holding (NASDAQ: JVA) slashes CEO salary but adds $1.6M bonus

Rhea-AI Filing Summary

Coffee Holding Co., Inc. updated the employment terms of its President, Chief Executive Officer, Chief Financial Officer and Treasurer, Andrew Gordon. Effective with this amendment, his base salary is reduced from $325,000 to $80,000 per year. In exchange, he is granted the right to receive an incentive bonus of $1.6 million if he remains employed with the company until January 1, 2030, with payment to be made by March 16, 2030. The amendment also provides that Gordon must sign a general release in order to receive severance benefits, tightening the conditions under which severance will be paid.

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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): February 26, 2026

COFFEE HOLDING CO., INC.

(Exact name of registrant as specified in its charter)

Nevada		001-32491		11-2238111
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3475 Victory Boulevard, Staten Island, New York		10314
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (718) 832-0800

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 Symbol		Name of each exchange on which registered:
Common Stock, Par Value $0.001 Per Share		JVA		The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2026, with the approval of its board of directors, Coffee Holding Co., Inc., a Nevada corporation (the “Company”), entered into an amendment to its Amended and Restated Employment Agreement (the “Amendment”), dated April 11, 2008, between the Company and Andrew Gordon, the Company’s President, Chief Executive Officer, Chief Financial Officer and Treasurer.

Under the Amendment, (i) Mr. Gordon agreed to a reduction in his base salary from $325,000 to $80,000 per annum, (ii) Mr. Gordon was granted a right to receive an incentive bonus of $1.6 million if he remains employed with the Company until January 1, 2030 (such bonus to be paid by March 16, 2030) and (iii) Mr. Gordon will be required to enter into a general release in order to receive severance benefits.

The foregoing description does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
10.1		Amendment No. 1 to Amended and Restated Employment Agreement, dated as of February 26, 2026, by and between Andrew Gordon and Coffee Holding Co., Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	Coffee Holding Co., Inc.
	By:	/s/ Andrew Gordon
	Name:	Andrew Gordon
	Title:	President and Chief Executive Officer
Date: February 27, 2026

FAQ

What executive compensation changes did Coffee Holding (JVA) disclose?

Coffee Holding significantly changed Andrew Gordon’s pay. His base salary falls from $325,000 to $80,000 annually, while he becomes eligible for a $1.6 million incentive bonus if he stays employed through January 1, 2030, payable by March 16, 2030.

Who is affected by the new employment amendment at Coffee Holding (JVA)?

The amendment affects Andrew Gordon, who serves as President, Chief Executive Officer, Chief Financial Officer and Treasurer. It revises his base salary, introduces a long-term $1.6 million incentive bonus, and links severance benefits to signing a general release agreement.

How does the new Coffee Holding (JVA) incentive bonus work for Andrew Gordon?

Andrew Gordon can receive a $1.6 million incentive bonus if he remains employed with Coffee Holding until January 1, 2030. The bonus is scheduled to be paid by March 16, 2030, providing a clear long-term retention incentive for the company’s top executive.

What are the new severance conditions for Coffee Holding’s CEO Andrew Gordon?

Under the amended agreement, Andrew Gordon must enter into a general release to receive severance benefits. This means severance payments are now contingent on him signing a release of claims in the company’s favor as a condition for receiving those benefits.

Did Coffee Holding (JVA) reduce Andrew Gordon’s salary in the new amendment?

Yes. The amendment lowers Andrew Gordon’s base salary from $325,000 to $80,000 per year. This reduction is paired with a potential $1.6 million retention bonus, shifting more of his total compensation toward long-term, service-based incentives through 2030.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 22.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB