UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 312, 2025

_____________________________

The Vita Coco Company, Inc.

(Exact name of registrant as specified in its charter)

_____________________________

Delaware

001-40950

11-3713156

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

250 Park Avenue South

Seventh Floor

New York, New York 10003

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, include area code) (212) 206-0763

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

COCO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.~~07 Submission~~01 ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On June 312, 2025, All Market Singapore PTE Ltd., a wholly owned subsidiary of The Vita Coco Company, Inc. (the “Company”), ~~held~~entered ~~its~~into ~~Annual Meeting of Stockholders. Holders of~~ the ~~Company’s~~3rd ~~common~~Amendment ~~stock were entitled~~ to ~~one~~the ~~vote~~Manufacturing ~~per~~and ~~share~~Purchasing ~~held~~Agreement ~~as of~~ (the ~~close~~“3rd ofAmendment”) ~~business~~with onCentury ~~April~~Pacific 7Agricultural Ventures, ~~2025~~Inc. (~~the~~ “~~Record~~Century ~~Date~~Pacific”). AThe ~~total~~3rd ofAmendment ~~50,722,864~~amends ~~shares~~the terms of the ~~Company’s~~existing ~~common~~Manufacturing ~~stock~~and ~~were~~Purchasing ~~present~~Agreement, indated ~~person~~as orof ~~represented~~September by17, ~~proxy~~2012 at (the ~~meeting~~“Original Agreement”), ~~representing~~which ~~approximately~~is 89filed ~~percent~~as ofExhibit ~~the~~10.14 ~~voting~~to ~~power of~~ the Company’s ~~common~~Registration ~~stock~~Statement ason ofForm S-1 filed with the ~~Record~~Securities ~~Date~~and Exchange Commission on September 27, 2021.

The ~~following~~3rd ~~are~~Amendment extends the ~~voting~~term ~~results~~of the Original Agreement for an additional five years, to December 31, 2030. In addition, the ~~proposals~~3rd ~~considered~~Amendment amends the price, annual volume, and ~~voted~~minimum ~~upon~~volume atcommitment specified under the ~~meeting~~Original Agreement, ~~each~~and ofadds ~~which~~obligations ~~were~~for ~~described~~Century inPacific to promote the Company’s ~~Definitive~~sustainability ~~Proxy~~goals ~~Statement,~~and ~~filed~~use ~~with~~commercially ~~the~~reasonable ~~Securities~~efforts ~~and~~to ~~Exchange~~adopt ~~Commission~~policies and measures on ~~April~~the 23Company’s guidance targets related to sustainability, ~~2025~~as well as a contractual obligation to undergo the previously agreed upon annual Sedex Members Ethical Trade Audit.

~~Item~~The 1foregoing –summary ~~Election~~ of ~~three~~the ~~Class~~Manufacturing IAgreement ~~directors~~does ~~for~~not apurport ~~term~~to ofbe ~~office~~complete ~~expiring~~and onis qualified in its entirety by reference to the ~~date~~full text of the ~~annual~~Manufacturing ~~meeting~~Agreement, ofwhich ~~stockholders~~will inbe ~~2028~~filed ~~and~~as ~~until~~an ~~their~~exhibit ~~respective~~to ~~successors~~the ~~have~~Company’s ~~been~~Quarterly ~~duly~~Report ~~elected~~on ~~and~~Form ~~qualified~~10-Q for the quarter ending June 30, 2025.

	FOR	WITHHELD	BROKER NON-VOTE
Aishetu Fatima Dozie	29,327,357	13,819,078	7,576,429
Martin Roper	41,903,884	1,242,551	7,576,429
John Zupo	36,351,215	6,795,220	7,576,429

Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes FOR			Votes AGAINST			Votes ABSTAINED
50,417,378			290,137			15,349

There were no broker non-votes with respect to this proposal.

Item 3 – Advisory vote on executive compensation.

Votes FOR			Votes AGAINST			Votes ABSTAINED			BROKER NON-VOTE
41,060,459			2,011,299			74,677			7,576,429

Based on the foregoing votes, Aishetu Fatima Dozie, Martin Roper and John Zupo were elected and Items 2 and 3 were approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE VITA COCO COMPANY, INC.
Date: June 4, 2025	By:	/s/ Alison Klein
Date: June 13, 2025	By:	/s/ Martin Roper
		Name: Alison Klein
		Name: Martin Roper
		Title: General Counsel & Secretary
		Title: Chief Executive Officer

Filing Compare · Vita Coco Company, Inc.