Westrock Coffee Company filed a Form S-3 registration statement with the SEC on November 10, 2026, registering up to $500,000,000 in securities on a delayed or continuous basis as a replacement for its prior shelf registration statement.

Key Highlights

  • Shelf size: The company registered up to $500,000,000 in securities, including common stock, preferred stock, depositary shares, warrants, and units.
  • Replacement filing: The registration statement is filed pursuant to Rule 415(a)(6) as a replacement for the prior Form S-3 (File No. 333-274827), which was declared effective on November 17, 2023.
  • Unsold Securities carried forward: An aggregate of $487,268,924.28 in Unsold Securities from the prior registration statement is being registered on this new filing, with $71,920.89 in filing fees already paid and carried forward.
  • Common stock listing and price: Common shares are listed on the Nasdaq Global Market under the symbol "WEST," with a last reported sale price of $8.79 per share on November 9, 2026.
  • Emerging growth company status: The company is classified as an accelerated filer and an emerging growth company, and it anticipates it will no longer qualify as an emerging growth company as of December 31, 2026.
  • Prior shelf expiration: The registrant may continue to offer securities under the prior registration statement until the earlier of this registration statement's effective date or May 16, 2027.

Westrock Coffee's $500 Million Shelf: Replacement Filing and Carried-Forward Fees

According to the filing, Westrock Coffee Company (NASDAQ:WEST) submitted a Form S-3 registration statement on November 10, 2026, registering up to $500,000,000 in securities on a delayed or continuous basis under Rule 415 of the Securities Act of 1933. The securities covered include common stock, preferred stock, depositary shares, warrants, and units, which may be offered "individually or in combination" at prices and terms to be described in future prospectus supplements.

The registration statement is described as a "replacement registration statement" filed under Rule 415(a)(6), replacing a prior shelf registration (File No. 333-274827) that was declared effective on November 17, 2023. The filing states that $487,268,924.28 of unsold securities from that prior registration are being carried forward to this new statement. The filing fee of $71,920.89, calculated at the rate in effect at the time of the prior filing, is also being carried forward rather than recalculated. Specific terms of any individual offering will be provided in separate prospectus supplements and, where applicable, free writing prospectuses.

The company disclosed that its common shares carry a par value of $0.01 per share and that the last reported sale price on the Nasdaq Global Market was $8.79 per share on November 9, 2026. The filing notes that the company expects to cease qualifying as an emerging growth company as of December 31, 2026, at which point it will no longer be able to take advantage of reduced disclosure obligations available to such companies. The filing identifies L. Keith Harvey as the agent for service of process, and Wachtell, Lipton, Rosen and Katz as outside counsel.

What Was Disclosed

Westrock Coffee Company filed an S-3 shelf registration statement on November 10, 2026, registering up to $500,000,000 in mixed securities as a replacement for its 2023 shelf filing, carrying forward $487,268,924.28 in unsold securities and previously paid fees.