What the changes say
- A new cybersecurity breach risk covers personal data, third-party providers, insurance gaps, litigation, and regulatory penalties.
- Standalone anti-corruption/trade-controls and litigation-reputation risks were removed, while legal exposure remains in risk 8.
- Reported net loss increased to $90.4 million; insider ownership rose to 28.3%, and coffee-trading disclosures narrowed to Falcon.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
products are more widely adopted, we continue to expand the features of existing products and introduce new products and we process, store, and transmit increasingly large amounts of personal and/or sensitive data
Security breaches involving Westrock or service providers could expose personal data, trigger costly litigation and regulatory penalties, and exceed insurance coverage.
Dropped
- DroppedRisks Related to Our Business
effectively, we may be unable to execute our business plan, which could lead to a material adverse effect on our business, financial condition and operating results
- DroppedRisks Related to Our Business
results of operations, and financial condition. Our business reputation and our relationship with our customers, suppliers, and employees may also be adversely impacted by our involvement in legal proceedings
Reworded
- 79% rewrittenRisks Related to Our Business
If we continue to grow rapidly, we may not be able to effectively manage the growth and increased complexity of our business and, as a result, our business, financial condition and operating results could suffer
No substantive wording change; the risk continues to cover growth-related strain on manufacturing, supply chain, controls, and reporting systems.
- 75% rewrittenRisks Related to Our Business
Future litigation or disputes could lead us to incur significant liabilities or harm our reputation
The heading now emphasizes liabilities and reputational harm from future disputes; the detailed examples and regulatory-investigation language are unchanged.
- 36% rewrittenRisks Related to General Economic and Other Conditions
Supply chain disruptions and cost increases related to inflation are having, and could continue to have, an adverse effect on our business, operating results and financial condition
No substantive wording change; Westrock still says inflation and supply-chain costs may rise faster than customer price increases.
- 36% rewrittenRisks Related to Our Industry
We are subject to risks associated with operating a coffee trading, including those associated with the availability and prices of green coffee
The risk now focuses on Falcon, removing references to Peru, Rwanda’s RTC, and their separate financing and operating exposures.
Was: We are subject to risks associated with operating a coffee trading business and a coffee exporting business, including those associated with the availability and prices of green coffee
- 29% rewrittenRisks Related to Our Business
Westrock’s board of directors and management have significant control over Westrock’s business
Insider holdings increased from 32,153,753 shares and 27.3% voting power in 2024 to 34,047,972 shares and 28.3% in 2025.
- 27% rewrittenRisks Related to Our Industry
Our business may fluctuate as a result of seasonality
The defined coffee season changed from mid-September through April to mid-September through February, with cold brew, iced tea, and extracts providing mitigation.
- 22% rewrittenRisks Related to Our Industry
Increases in the cost of green coffee may not be able to be passed through to customers, which could adversely impact our liquidity, gross margins and profitability
No substantive change is shown; green-coffee price volatility remains tied to commodity, climate, geopolitical, disease, currency, and supply factors.
Was: Increases in the cost of green coffee may not be able to be passed through to customers, which could adversely impact our gross margins and profitability
- 21% rewrittenRisks Related to Our Business
We have incurred net losses in the past, may incur net losses in the future, may not achieve or maintain profitability in the future, and fluctuations in our operating results make it difficult to project future results
Reported net losses increased to $90.4 million in 2025 from $80.3 million in 2024 and $34.6 million in 2023.
All 30 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Disruption in operations at any of our production and distribution facilities could affect our ability to manufacture or distribute products and could adversely affect our business and sales
- 02We have incurred net losses in the past, may incur net losses in the future, may not achieve or maintain profitability in the future, and fluctuations in our operating results make it difficult to project future results21% rewritten
- 03Any failure to retain key personnel or recruit qualified personnel could adversely impact our financial condition, results of operations and cash flow
- 04Further consolidation among our customers or the loss of any key customer could negatively affect our sales, profitability and future growth
- 05If we are unable to anticipate customer preferences and successfully develop new products, or if we fail to effectively manage the introduction of new products, our business will suffer
- 06Our estimated addressable market and our continued penetration and expansion into additional markets is subject to inherent challenges and uncertainties that could have a material adverse effect on our results of operations and future growth opportunities
- 07We have in the past and may in the future acquire companies, which can divert our management’s attention and we may also be unable to integrate such businesses or identify and achieve their projected benefits
- 08If we continue to grow rapidly, we may not be able to effectively manage the growth and increased complexity of our business and, as a result, our business, financial condition and operating results could suffer79% rewritten
- 09Future litigation or disputes could lead us to incur significant liabilities or harm our reputation75% rewritten
- 10products are more widely adopted, we continue to expand the features of existing products and introduce new products and we process, store, and transmit increasingly large amounts of personal and/or sensitive dataNew
- 11The unauthorized access, theft, use or destruction of personal, financial or other confidential information relating to our customers, suppliers, employees or business could expose us to reputational damage and operational risk, negatively affect our business and expose us to potential liability
- 12We may become subject to intellectual property disputes or be forced to defend our intellectual property rights, which can be costly and may subject us to significant liability and increase our costs of doing business
- 13The covenants in our Credit Facilities and our future levels of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility
- 14Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results, financial condition and prospects may suffer
- 15Exercise of redemption rights by the holders of our Series A Preferred Shares may adversely affect the cash that we have available for other purposes and our ability to execute our business strategy
- 16A change in the assumptions used to value our goodwill or other intangible assets, or the impairment of our goodwill or intangible assets, could negatively impact our financial condition and operating results
- 17Changes in tax laws may adversely affect us, and the IRS, other tax authorities, or a court may disagree with our tax positions, which may result in adverse effects on our financial condition or the value of our Common Shares
- 18The accuracy of Westrock’s financial statements and related disclosures could be adversely affected if the judgments, assumptions or estimates used in Westrock’s critical accounting policies are inaccurate
- 19Westrock’s board of directors and management have significant control over Westrock’s business29% rewritten
- 20Certain provisions in Westrock’s certificate of incorporation and bylaws, the Investor Rights Agreement and of Delaware law may prevent or delay attempts to acquire a controlling interest in Westrock, which could decrease the trading price of Common Shares
- 21Westrock is an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make the Common Shares less attractive to investors
Risks Related to Our Industry
- 22Increases in the cost of green coffee may not be able to be passed through to customers, which could adversely impact our liquidity, gross margins and profitability22% rewritten
- 23Fluctuations in other commodity prices and in the availability of certain of our ingredients and packaging materials could negatively affect our liquidity, gross margins and profitability
- 24We are subject to risks associated with operating a coffee trading, including those associated with the availability and prices of green coffee36% rewritten
- 25We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on suppliers and third-party transportation carriers for shipment of our products
- 26Quality control problems or food safety issues could adversely affect our sales and brand reputation, lead to product recalls or result in product liability claims
- 27Climate change, severe weather patterns, and water scarcity could have a material adverse effect on our business and results of operations
- 28Our business may fluctuate as a result of seasonality27% rewritten
Risks Related to General Economic and Other Conditions
- 29Our business, revenue and profits and the businesses of our suppliers and our customers depend on the level of customer spending for discretionary items, which is sensitive to general economic conditions and other factors
- 30Supply chain disruptions and cost increases related to inflation are having, and could continue to have, an adverse effect on our business, operating results and financial condition36% rewritten
Other Westrock Coffee 10-Ks
- FY2024 10-K risk factors31 risks
Production and distribution are concentrated in North Carolina, Arkansas, Malaysia, and Johor Bahru facilities. The company incurred net losses of $80.3 million in 2024. Total debt stands at $447.7 million, with $371.1 million carrying variable interest rates.
Filed Mar 12, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.