SCHEDULE I - PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2024

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, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	189	$	49
Related party receivables		45		60
Total current assets		234		109
Deferred income taxes		5,024		4,332
Investment in consolidated subsidiaries		439,135		432,991
Total Assets	$	444,393	$	437,432
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	$	1,475	$	30
Related party payables		9		4,645
Total current liabilities		1,484		4,675
Long-term debt, net		21,871		—
Convertible notes payable - related party, net		49,706		—
Warrant liabilities		—		44,801
Total liabilities		73,061		49,476
Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,511 shares and 23,512 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively, $11.50 liquidation value		273,850		274,216
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, 94,221 shares and 88,051 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively		942		880
Additional paid-in-capital		519,878		471,666
Accumulated deficit		(442,922)		(362,624)
Accumulated other comprehensive income (loss)		19,584		3,818
Total shareholders' equity		97,482		113,740
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	$	444,393	$	437,432

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)	2024		2023		2022
Costs of sales	$	2,341	$	—	$	—
Selling, general and administrative expense		9,268		8,764
Transaction, restructuring and integration expense		3,135		344		—
Total operating expenses		14,744		9,108		—
Loss from operations		(14,744)		(9,108)		—
Other (income) expense
Interest expense		3,288		—		—
Change in fair value of warrant liabilities		(7,015)		(10,207)		29,675
Other, net		—		(24)		—
Loss (earnings) from consolidated subsidiaries		69,973		39,006		23,364
Loss before income taxes		(80,990)		(37,883)		(53,039)
Income tax expense (benefit)		(692)		(3,301)		2,146
Net loss attributable to shareholders		(80,298)		(34,582)		(55,185)
Comprehensive loss attributable to common shareholders	$	(64,183)	$	(24,822)	$	(95,754)

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)	2024		2023		2022
Cash flows from operating activities:
Net cash used in operating activities	$	(63,720)	$	(22,981)	$	(14,950)
Cash flows from financing activities:
Proceeds from convertible notes payable		22,000		—		—
Proceeds from convertible notes payable - related party		50,000		—		—
Proceeds from related party debt		—		—		11,700
Payment of convertible notes payable issuance costs		(511)		—		—
Proceeds from de-SPAC merger and PIPE financing		—		—		255,737
Payment of common equity issuance costs		(10)		(1,000)		(23,998)
Proceeds from common equity issuance		635		118,767		—
Payment of preferred equity issuance costs		—		—		(1,250)
Common equivalent preferred dividends		—		—		(4,380)
Payment of taxes for net share settlement of equity awards		(2,122)		(2,977)		(477)
Proceeds from exercise of stock options		12		848		375
Proceeds from exercise of Public Warrants		—		2,632		—
Intercompany transactions, net		(6,144)		(95,317)		(223,700)
Net cash provided by financing activities		63,860		22,953		14,007
Net increase (decrease) in cash and cash equivalents and restricted cash		140		(28)		(943)
Cash and cash equivalents and restricted cash at beginning of period		49		77		1,020
Cash and cash equivalents and restricted cash at end of period	$	189	$	49	$	77

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.