Coffee Holding Co., Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 29, 2026, the compensation committee (the “Committee”) of the board of directors of Coffee Holding Co., Inc., a Nevada corporation (the “Company”) authorized and approved Amendment No. 2 to the Amended and Restated Employment Agreement by and between the Company and Andrew Gordon, the Company’s President and Chief Executive Officer (the “Employment Agreement”). Amendment No. 2 was executed by the Company and Mr. Gordon on August 31, 2026. The changes to the Employment Agreement resulting from Amendment No. 2 are to: Restore Mr. Gordon’s base salary to $450,000 per annum effective as of February 1, 2026, effectively reversing Amendment No. 1 to the Employment Agreement which had decreased Mr. Gordon’s base salary to $80,000 per annum. Amendment No. 2 provides for Mr. Gordon to receive a make-whole payment as soon as practicable after Amendment No. 2 is executed for the amount of base salary he would have received since February 1, 2026 had his base salary been paid at the rate of $450,000 per annum; and Eliminate the incentive bonus that had been provided for in Amendment No. 1 to the Employment Agreement. Under Amendment No. 1, Mr. Gordon would have been eligible for an incentive bonus in the amount of $1.6 million if he remained employed with the Company until January 1, 2030. The foregoing description of Amendment No. 2 is a summary only and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.