Coffee Holding restores CEO salary to $450,000

Q: What executive compensation change did COFFEE HOLDING CO., INC. (JVA) disclose for its CEO?

The company restored CEO Andrew Gordon’s base salary to $450,000 per annum effective February 1, 2026, reversing a prior cut to $80,000 per annum, and removed a potential $1.6 million incentive bonus tied to continued employment through January 1, 2030.

Q: From what amount was the JVA CEO’s salary previously reduced and then restored?

Andrew Gordon’s base salary had been reduced to $80,000 per annum under Amendment No. 1 and is now restored to $450,000 per annum effective February 1, 2026 under Amendment No. 2.

Q: Will JVA’s CEO receive a make-whole payment under the new amendment?

Yes. Andrew Gordon will receive a make-whole payment for the base salary he would have received since February 1, 2026 if he had been paid at the restored rate of $450,000 per annum.

Q: What happens to the $1.6 million incentive bonus under JVA’s CEO agreement?

Amendment No. 2 eliminates the $1.6 million incentive bonus that had been available under Amendment No. 1, which would have been earned if Andrew Gordon remained employed until January 1, 2030.

COFFEE HOLDING CO., INC.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

COFFEE HOLDING CO., INC. (JVA) reported that the compensation committee approved Amendment No. 2 to the Amended and Restated Employment Agreement with President and CEO Andrew Gordon. The amendment restores his base salary to $450,000 per annum effective February 1, 2026, reversing a prior reduction to $80,000 per annum. Mr. Gordon will receive a make-whole payment for the difference in base salary he would have earned since February 1, 2026 at the restored rate. Amendment No. 2 also eliminates the $1.6 million incentive bonus opportunity that had been provided under Amendment No. 1, which required continued employment through January 1, 2030.

Filing Explained

The amendment moves from compensation-committee approval on August 29 to execution by the company and Andrew Gordon on August 31: the executed agreement restores his $450,000 annual salary with a make-whole payment and removes the $1.6 million incentive bonus opportunity.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Restored base salary: $450,000 per annum Prior reduced base salary: $80,000 per annum Incentive bonus eliminated: $1.6 million +3 more

6 metrics

Restored base salary $450,000 per annum Base salary for Andrew Gordon effective as of February 1, 2026

Prior reduced base salary $80,000 per annum Base salary level under Amendment No. 1 before restoration

Incentive bonus eliminated $1.6 million Potential bonus if Andrew Gordon remained employed until January 1, 2030

Effective date of restored salary February 1, 2026 Date from which the $450,000 per annum salary applies

Execution date of Amendment No. 2 August 31, 2026 Date Company and Andrew Gordon executed Amendment No. 2

Bonus service-through date January 1, 2030 Employment date requirement for the eliminated $1.6 million bonus

Key Terms

Amended and Restated Employment Agreement, compensation committee, make-whole payment, incentive bonus, +1 more

5 terms

Amended and Restated Employment Agreement regulatory

"Amendment No. 2 to the Amended and Restated Employment Agreement by and between"

compensation committee regulatory

"the compensation committee (the “Committee”) of the board of directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

make-whole payment financial

"Amendment No. 2 provides for Mr. Gordon to receive a make-whole payment"

incentive bonus financial

"Eliminate the incentive bonus that had been provided for in Amendment No. 1"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation change did COFFEE HOLDING CO., INC. (JVA) disclose for its CEO?

The company restored CEO Andrew Gordon’s base salary to $450,000 per annum effective February 1, 2026, reversing a prior cut to $80,000 per annum, and removed a potential $1.6 million incentive bonus tied to continued employment through January 1, 2030.

From what amount was the JVA CEO’s salary previously reduced and then restored?

Andrew Gordon’s base salary had been reduced to $80,000 per annum under Amendment No. 1 and is now restored to $450,000 per annum effective February 1, 2026 under Amendment No. 2.

Will JVA’s CEO receive a make-whole payment under the new amendment?

Yes. Andrew Gordon will receive a make-whole payment for the base salary he would have received since February 1, 2026 if he had been paid at the restored rate of $450,000 per annum.

What happens to the $1.6 million incentive bonus under JVA’s CEO agreement?

Amendment No. 2 eliminates the $1.6 million incentive bonus that had been available under Amendment No. 1, which would have been earned if Andrew Gordon remained employed until January 1, 2030.

When was Amendment No. 2 to JVA’s CEO employment agreement executed?

Amendment No. 2 to the Amended and Restated Employment Agreement between COFFEE HOLDING CO., INC. and Andrew Gordon was executed on August 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 05:16 PM EDT Accepted by SEC EDGAR 08/31/2026 - 05:15 PM EDT

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): August 29, 2026

COFFEE HOLDING CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-32491		11-2238111
(State 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 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 August 29, 2026, the compensation committee (the “Committee”) of the board of directors of Coffee Holding Co., Inc., a Nevada corporation (the “Company”) authorized and approved Amendment No. 2 to the Amended and Restated Employment Agreement by and between the Company and Andrew Gordon, the Company’s President and Chief Executive Officer (the “Employment Agreement”). Amendment No. 2 was executed by the Company and Mr. Gordon on August 31, 2026.

The changes to the Employment Agreement resulting from Amendment No. 2 are to:

	●	Restore Mr. Gordon’s base salary to $450,000 per annum effective as of February 1, 2026, effectively reversing Amendment No. 1 to the Employment Agreement which had decreased Mr. Gordon’s base salary to $80,000 per annum. Amendment No. 2 provides for Mr. Gordon to receive a make-whole payment as soon as practicable after Amendment No. 2 is executed for the amount of base salary he would have received since February 1, 2026 had his base salary been paid at the rate of $450,000 per annum; and

	●	Eliminate the incentive bonus that had been provided for in Amendment No. 1 to the Employment Agreement. Under Amendment No. 1, Mr. Gordon would have been eligible for an incentive bonus in the amount of $1.6 million if he remained employed with the Company until January 1, 2030.

The foregoing description of Amendment No. 2 is a summary only and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 2, dated August 31, 2026, to the Amended and Restated Employment Agreement by and between Coffee Holding Co., Inc. and Andrew Gordon.
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.

Dated: August 31, 2026	Coffee Holding Co., Inc.
	(Registrant)

	By:	/s/ Andrew Gordon
		Andrew Gordon
		President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 16.4 KB