Westrock Coffee Co Stock Compensation Disclosure

Note 16. Equity-Based Compensation

The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders.

Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations. Income tax

benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Stock Options

Outstanding stock options were issued under the Company’s Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan (the “2020 Option Plan”). One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. All option grants have an exercise price of $9.54 and generally have a ten-year term prior to expiration. As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Equity Plan”), no additional awards will be granted under the 2020 Option Plan.

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Intrinsic value for stock options is defined as the amount by which the current market price of the underlying stock exceeds the weighted-average exercise price. For stock options where the weighted-average exercise price exceeds the current market price of the underlying stock, the intrinsic value is zero. The intrinsic value of options outstanding as of December 31, 2025 was zero, calculated using $4.07 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. The total compensation cost of stock options vested during the years ended December 31, 2025, 2024 and 2023 was not material. The total compensation cost of unvested options, not yet recognized, will be recognized over the next year and is not expected to be material.

Restricted Stock Unit Awards

The Company grants restricted stock units (“RSUs”) under the 2022 Equity Plan. RSUs may contain a service, performance or market condition on which vesting is based.

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Service-based RSUs vest in equal installments on anniversaries of the grant date over the explicit service period, which ranges from one to four years. The Company recognizes the expense relating to these units on a straight-line basis over the vesting period.

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Performance-based RSUs vest upon satisfaction of the Company’s achievement of certain pre-defined performance targets during a stated performance period and are subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the explicit service period, based on the probability of achievement of the performance targets.

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Market-based RSUs vest upon the Company’s achievement of certain stock price targets over a stated measurement period, subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the derived service period, even if the market condition is not achieved.

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The Company recognizes equity-based compensation expense, for its RSU awards, in an amount equal to the grant-date fair value of the respective award. The fair value of service-based RSUs and performance-based RSUs is based on the

closing price of the Company’s common stock on the grant date. For market-based RSUs granted during the year ended December 31, 2025, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions: (i) expected term of 2.8 years, (ii) expected volatility of 50.0% and (iii) risk-free interest rate of 3.8%.

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Compensation costs associated with service-based RSUs and performance-based RSUs are recognized only for those awards that ultimately vest, whereas compensation costs associated with market-based RSUs are recognized even if the market condition is never satisfied.

During the years ended December 31, 2025 and 2024, the Company granted 1.5 million and 1.4 million RSUs with an aggregate grant date fair value of $9.1 million and $13.7 million, respectively, under the 2022 Equity Plan. During the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $14.5 million, $11.6 million and $8.3 million, respectively, in expense for the RSUs. As of December 31, 2025, total unrecognized compensation costs related to RSUs were approximately $10.1 million. These costs are expected to be recognized over a weighted average period of 1.4 years. As of December 31, 2025, there were 3.2 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the year ended December 31, 2025.

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During the year ended December 31, 2025, the Company issued 735,139 Common Shares upon the vesting of RSUs, for which no proceeds were recorded. The aggregate intrinsic value of RSUs vested for the year ended December 31, 2025 was $6.8 million, calculated using the closing price of our common stock on the vesting date.