Business Context and Reporting Period
Company: Coffee Holding Co., Inc. (Nasdaq: JVA)
Filing Type: Form 8-K (Current Report)
Date of Report: August 29, 2026
Subject: Amendment No. 2 to the Employment Agreement of Andrew Gordon, President and Chief Executive Officer.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation adjustments.
Material Changes
The Company executed Amendment No. 2 to the CEO's employment agreement, effective August 31, 2026, with the following material changes:
- Base Salary Restoration: Mr. Gordon's base salary is restored to $450,000 per annum, effective retroactively to February 1, 2026. This reverses a prior reduction to $80,000 per annum.
- Make-Whole Payment: The Company will issue a make-whole payment to Mr. Gordon for the difference in base salary accrued between February 1, 2026, and the execution date.
- Bonus Elimination: The incentive bonus provision from the prior amendment, which offered up to $1.6 million contingent on employment until January 1, 2030, has been eliminated.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of general risks and contingencies. The primary financial implication is the immediate cash outflow for the make-whole salary payment and the ongoing increase in annual executive compensation.
Investor Verification Checklist
- Verify the exact calculation and timing of the make-whole payment for the period between February 1, 2026, and August 31, 2026.
- Review the full text of Amendment No. 2 (Exhibit 10.1) for any additional terms not summarized in the 8-K.
- Assess the impact of the restored $450,000 annual salary on the Company's future operating expenses.
- Confirm the rationale for reversing the previous salary reduction and bonus structure.