WEST issues $30M 2031 convertible notes; leverage tests reset

Rhea-AI Filing Summary

Westrock Coffee Company sold and issued $30 million aggregate principal amount of 5.00% unsecured convertible senior notes due 2031 in a private placement. The initial conversion price is $5.25 (about 190.48 shares per $1,000), equating to roughly 5.7 million shares at the initial price, with a cap that the Company may not issue more than 19.99% of shares outstanding immediately prior to issuance upon conversion. Conversions are permitted only after specified dates and price tests, and the Company may settle in cash, stock, or a combination.

Purchasers included entities affiliated with significant holders and a director’s trust. Separately, a credit agreement amendment extended covenant relief mechanics, permitting the issuance of convertible notes and resetting tests: secured net leverage up to 5.50x for the period ending Dec 31, 2025, tapering to 4.00x by Dec 31, 2026, and lowering interest coverage thresholds to 1.50x, 1.75x, then 2.00x. The Company also furnished its Q3 2025 earnings press release.

Insights

Capital Structure Analyst

$30M converts add liquidity; covenants reset through 2026.

Westrock Coffee raised $30 million via 5.00% senior unsecured convertible notes due 2031. The initial conversion price is $5.25, or roughly 190.48 shares per $1,000, implying about 5.7 million shares at the initial terms, subject to a 19.99% issuance cap tied to pre‑issuance outstanding shares.

Conversion is limited: (A) from May 4, 2026 to before Aug 15, 2030 if the stock closes at least 130% of the conversion price for 20 of 30 trading days in the prior quarter; (B) anytime from Aug 15, 2030 to before Feb 15, 2031; and (C) for 35 trading days after certain fundamental changes before Aug 15, 2030. Settlement can be cash, stock, or both.

The credit amendment permits issuing convertible notes and adjusts tests during the Covenant Relief Period: secured net leverage up to 5.50x for the period ending Dec 31, 2025, stepping down to 4.00x by Dec 31, 2026; interest coverage thresholds lowered to 1.50x, then 1.75x, then 2.00x. Actual impact depends on future stock performance and holder conversion choices.

8-K Event Classification

5 items: 1.01, 2.02, 2.03, 3.02, 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 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 4, 2025

Westrock Coffee Company

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41485		80-0977200
(State or Other Jurisdiction of Incorporation)	​	(Commission File Number)	​	(I.R.S. Employer Identification No.)

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4009 N. Rodney Parham Road

4th Floor

Little Rock, AR 72212

(Address of Principal Executive Offices, and Zip Code)

(501) 918-9358

Registrant’s Telephone Number, Including Area Code

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 communication 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(s)	Name of each exchange on which registered
Shares of common stock, par value $0.01 per share	WEST	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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Item 1.01.Entry Into a Material Definitive Agreement.

Convertible Notes due 2031

On November 4, 2025, Westrock Coffee Company, a Delaware corporation (the “Company”) sold and issued in a private placement $30 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “Convertible Notes”).

The Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum.

Noteholders may convert their Convertible Notes at their option only in the following circumstances:

(A) 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;

(B) 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

(C) 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, shares of the Company’s common stock (“Common Stock”) or a combination of cash and shares of Common Stock.

The initial conversion price of the Convertible Notes is $5.25, which corresponds to an initial conversion rate of approximately 190.48 shares of Common Stock per $1,000 principal amount of Convertible Notes. At this initial conversion price, the Convertible Notes are convertible into approximately 5.7 million shares of Common Stock. 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 Stock immediately prior to the issuance of the Convertible Notes in respect of the conversion of the Convertible Notes.

The 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 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 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 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

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The purchasers of the Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Stock), Jeffrey H. Fox Revocable Trust (an affiliate of Jeffrey H. Fox, a member of the board of directors of the Company (the “Board”)), and an affiliate of The Stephens Group, LLC (a holder of more than 5% of the outstanding Common Stock).

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The final terms for the offer and sale of the Convertible Notes was authorized and approved by a pricing committee of the Board, composed solely of disinterested directors, including to the extent applicable, for purposes of the Company’s Related Party Transactions Policy. For additional information about the Company’s related parties and transactions with related parties, see the section of the Company’s definitive proxy statement for the Company’s 2025 annual meeting of stockholders titled “Relationships and Certain Related Transactions”, which is incorporated herein by reference.

A copy of the form of Convertible Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to such exhibit.

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Credit Agreement Amendment

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On November 4, 2025, Westrock Beverage Solutions, LLC (the “Borrower”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into Amendment No. 5 (the “Amendment”) among the Borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”), to the Credit Agreement dated as of August 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, as collateral agent and as swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto from time to time.

The Amendment modified the existing covenant relief period (the “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 Amendment will permit the Borrower to issue convertible notes, including the Convertible Notes.

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The 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 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 (z) on October 1, 2026 and thereafter, 2.00x.

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The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this current report as Exhibit 10.1 and is incorporated herein by reference.

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Item 2.02.Results of Operations and Financial Condition.

On November 6, 2025, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2025. The third quarter 2025 earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

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Item 2.03.Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 is incorporated by reference into this Item 2.03.

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Item 3.02.Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this report under the heading “Convertible Notes due 2031” is incorporated by reference into this Item 3.02.

The Convertible Notes were sold and issued without registration under the Securities Act in reliance on the exemption from registration under the Securities Act provided by Rule 506(b) of Regulation D promulgated under the Securities Act.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.		Description of Exhibit
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4.1	​	Form of Convertible Note of Westrock Coffee Company, dated November 4, 2025
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10.1	​	Amendment No. 5, dated as of November 4, 2025 among Westrock Beverage Solutions LLC, as the borrower, the lenders party thereto and Wells Fargo Bank N.A., as administrative agent
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99.1*	​	Westrock Coffee Company Press Release, dated November 6, 2025
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Furnished, not filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTROCK COFFEE COMPANY
By:	/s/ Robert P. McKinney		​
	Name:	Robert P. McKinney
	Title:	Chief Legal Officer and Corporate Secretary

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Dated: November 6, 2025

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FAQ

What financing did Westrock Coffee (WEST) announce?

The company sold and issued $30 million of 5.00% unsecured convertible senior notes due 2031 in a private placement.

What are the conversion terms for WEST’s new notes?

Initial conversion price is $5.25 (about 190.48 shares per $1,000), with conversion windows tied to price tests and specified dates.

How many shares could the notes convert into at the initial price?

At the initial terms, they are convertible into approximately 5.7 million shares, subject to a 19.99% issuance cap.

Who participated in the purchase of WEST’s convertible notes?

Purchasers included HF Direct Investments Pool, LLC, the Jeffrey H. Fox Revocable Trust, and an affiliate of The Stephens Group, LLC.

What did the credit agreement amendment change for WEST?

It permits issuing convertible notes and adjusts covenants: secured net leverage up to 5.50x stepping down to 4.00x, and lower interest coverage thresholds.

When can WEST noteholders convert based on price performance?

From May 4, 2026 to before Aug 15, 2030 if the stock is at least 130% of the conversion price for 20 of 30 trading days.

Under what exemption were WEST’s notes sold?

They were sold without registration under Rule 506(b) of Regulation D.