WEST Westrock Coffee Co - 8-K

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On
April 20, 2026, the Board of Directors (the “Board”) of Westrock Coffee Company (the “Company”) appointed
A. Wellford Tabor to the Board, effectively immediately. Additionally, Mr. Tabor was appointed to the Audit & Finance Committee
of the Board.

Mr. Tabor was appointed to fill the vacancy
in the class of directors whose term expires at the 2027 annual meeting of the Company’s stockholders (Class II), following
the retirement of Mr. R. Brad Martin from the Board, as disclosed in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on March 10, 2026 (the “Prior 8-K”). Mr. Tabor will hold
office until the 2027 annual meeting of the Company’s stockholders and until his successor has been elected and qualified, or until
his earlier death, resignation or removal. Additionally, on April 20, 2026, the Board reduced the size of the Board by one (1) to
eliminate the vacancy created by the retirement of Ms. Josie Natori from the Board, as disclosed in the Prior 8-K.

Mr. Tabor was designated for appointment to
the Board by the RVAC Majority (as defined in that certain Amended and Restated Investor Rights Agreement, dated June 29, 2023, by
and among the Company and the other parties thereto, as amended by that certain First Amendment (the “Amendment”) to the Amended
and Restated Investor Rights Agreement dated November 5, 2024 (collectively, the “Investor Rights Agreement”)). Pursuant
to the Investor Rights Agreement, the RVAC Majority has the right, but not the obligation, to designate up to two (2) RVAC Directors
(as defined in the Investor Rights Agreement), so long as the RVAC Reference Group (as defined in the Investor Rights Agreement) collectively
beneficially owns at least 10% of the Company’s outstanding stock. Additionally, the Investor Rights Agreement provides that in
the event of a vacancy involving an RVAC Director, the RVAC Majority has the right to designate a replacement to fill such vacancy. The
foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Investor Rights Agreement and the Amendment, which are included as Exhibits 4.1 and 4.2 to this Current Report and
the terms of which are incorporated into this Item 5.02 by reference.

Mr. Tabor is Head of Direct Investments and
a Managing Director of HF Capital, LLC, the managing member of HF Direct Investments Pool, LLC, a greater than 10% holder of the Company’s
outstanding common stock. Mr. Tabor owns $2.0 million of the Company’s 5.00% convertible senior notes due 2029 and $2.0 million
of the Company’s 5.00% convertible senior notes due 2031. In addition, Mr. Tabor’s brother, Owen Tabor, owns $0.5 million
of the Company’s 5.00% convertible senior notes due 2029.

As
a non-employee member of the Board, Mr. Tabor will be compensated in accordance with the Company’s non-employee director compensation
program, as disclosed in the Company’s definitive
proxy statement on Schedule 14A filed with the SEC on April 24, 2025 , which such description is incorporated herein by reference.

Except as set forth above, there are no arrangements
or understandings between Mr. Tabor and any other person pursuant to which Mr. Tabor was selected as a director and no transactions
between Mr. Tabor and the Company requiring disclosure under Item 404(a) of Regulation S-K.

The Company entered into an indemnification agreement
with Mr. Tabor in a form generally consistent with the indemnification agreements entered into with the Company’s other directors.
The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Form of Indemnification Agreement, which is included as Exhibit 10.1 to this Current Report and the
terms of which is incorporated into this Item 5.02 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

4.1

Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., BBH CPV WCC Co-Investment LLC, Riverview Sponsor Partners, LLC and HF Direct Investments Pool, LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed on June 30, 2023 by Westrock Coffee Company (File No. 001-41485))

4.2

First Amendment, dated November 5, 2024, to the Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L. P., BBH CPV WCC Co-Investment LLC, 2023-2 R Brad Martin Grantor Retained Annuity Trust, R. Brad Martin and HF Direct Investments Pool, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed on November 7, 2024 by Westrock Coffee Company (File No. 001-41485))

10.1

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement of Westrock Coffee Company on Form S-4 (File No. 333-264464))

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