[Form 4] Heritage Distilling Holding Company, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider purchase and holdings update for Heritage Distilling (CASK). Andrew M. Varga, a company director, reported transactions dated 09/18/2025 showing an acquisition of 300,000 pre-funded warrants at $0.0001 held in his IRA and beneficial ownership of 300,000 common shares via that IRA. The filing also reports a disposition of 154,500 common shares. The pre-funded warrant becomes exercisable after the requisite stockholder approval and will be automatically exercised via cashless exercise; the warrant has no expiration date per the filing. Holdings are reported as indirect through Charles Schwab custodian for his IRA.

Positive

• Acquisition of 300,000 pre-funded warrants at a nominal price indicates continued potential alignment of the director with future equity interests held in his IRA
• Warrants have no expiration and convert via automatic cashless exercise, reducing the need for cash at exercise and clarifying future mechanics

Negative

• Disposition of 154,500 common shares reduces the director's previously held common stock, which could be interpreted as partial liquidation of direct exposure
• Warrant exercise is contingent on stockholder approval, introducing execution risk and potential future dilution timing uncertainty for shareholders

Insights

Securities Analyst

TL;DR: Director acquired a sizeable position via pre-funded warrants while disposing of some common shares; transaction appears routine and not immediately dilutive.

The 300,000 pre-funded warrants at a nominal price increase potential future common share issuance if stockholder approval triggers exercise, but the filing states automatic cashless exercise and no expiration, which caps cash requirement. The disposal of 154,500 common shares reduces his direct economic exposure to existing shares while leaving indirect IRA holdings. Net effect is a reshuffling of ownership forms rather than a clear directional vote of confidence or concern; materiality is limited absent share count context.

Corporate Governance Expert

TL;DR: Director-level insider reported indirect holdings via IRA with standard disclosure language; transaction raises governance but not compliance concerns.

The form is properly signed by an attorney-in-fact and discloses the IRA custodial arrangement. The pre-funded warrant terms (exercise after stockholder approval and automatic cashless exercise) warrant attention by governance committees because they depend on shareholder approvals that affect dilution timing. No irregularities in reporting mechanics are evident; the filing meets Section 16 disclosure requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Varga Andrew M.

(Last) (First) (Middle)

C/O HERITAGE DISTILLING HOLDING COMPANY

9668 BUJACICH ROAD

(Street)

GIG HARBOR WA 98332

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Heritage Distilling Holding Company, Inc. [ CASK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		M		300,000	A	$0.0001	300,000	I	By IRA(1)
Common Stock								154,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrant to Purchase Common Stock	$0.0001	09/18/2025		M			300,000	(2)	(2)	Common Stock	300,000	$0.6042	0	I	By IRA(1)

Explanation of Responses:

1. The reported securities are held in the name of Charles Schwab & Co. Inc., custodian for the benefit of Andrew Varga's contributory individual retirement account ("IRA"). The reporting person may be deemed to beneficially own the securities held by the IRA.

2. The initial exercise date of the warrant is at any time on or after the effective date of the requisite Stockholder Approval, as defined in the warrant agreement. Following the initial exercise date, the warrant shall be automatically exercised via cashless exercise in accordance with its terms, and accordingly, the warrant has no expiration date.

Remarks:

	/s/ Justin B. Stiefel, attorney-in-fact for Andrew M. Varga	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Andrew M. Varga report on Form 4 for Heritage Distilling (CASK)?

He reported acquiring 300,000 pre-funded warrants at $0.0001 held in his IRA and the disposition of 154,500 common shares, all dated 09/18/2025.

Are the securities held directly by Andrew Varga?

No. The filing states the securities are held by Charles Schwab & Co., custodian for Andrew Varga's contributory IRA, and are reported as indirect beneficial ownership.

What are the key terms of the pre-funded warrant reported?

The pre-funded warrant was issued at $0.0001, covers 300,000 shares, becomes exercisable after the required stockholder approval, and is automatically exercised via cashless exercise per the warrant agreement.

Does the warrant expire?

According to the filing, the warrant has no expiration date once exercisable and will be automatically cashlessly exercised following the initial exercise date.

When were these transactions reported?

The transactions are dated 09/18/2025 and the Form 4 was signed on 09/22/2025 by an attorney-in-fact.