CASK (CASK) CFO Carrosino details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Heritage Distilling Holding Company EVP of Finance & CFO Michael Carrosino reported multiple RSU vesting and related share transactions. On February 2, 2026, 7,500 and 14,812 restricted stock units converted into the same number of common shares. Each RSU gives the right to receive one common share.

To cover tax obligations on these vestings, 2,224 and 4,392 common shares were withheld at a per-share price of $1.08, based on the applicable closing price. After these transactions, Carrosino directly held 36,942 shares of Heritage Distilling common stock.

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

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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^*

CARROSINO MICHAEL

(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. [ IPST ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP of Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		M		7,500	A	(1)	28,746	D
Common Stock	02/02/2026		F		2,224	D	$1.08(2)	26,522	D
Common Stock	02/02/2026		M		14,812	A	(1)	41,334	D
Common Stock	02/02/2026		F		4,392	D	$1.08(2)	36,942	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
Restricted Stock Units	(1)	02/02/2026		M			7,500	(3)	(3)	Common Stock	7,500	$0	5,000	D
Restricted Stock Units	(1)	02/02/2026		M			14,812	(4)	(4)	Common Stock	14,812	$0	118,497	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.

2. Represents the per share closing price of the issuer's Common Stock on the applicable vesting date or, if there was no closing price on such date, the closing price on the trading date that was immediately prior to such vesting date.

3. Of the restricted stock units granted on October 1, 2025, 2,500 RSUs satisfied the service-based vesting requirement as of the commencement of the vesting schedule on September 1, 2025. The remaining 10,000 RSUs vest in equal quarterly installments over a twelve (12) month period beginning September 1, 2025. Settlement of such RSUs was deferred until no earlier than forty-five (45) days following the effectiveness of the Company's Form S-8 registration statement. On February 2, 2026, a total of 7,500 restricted stock units, consisting of such 2,500 RSUs and 5,000 RSUs representing six (6) months of time-based vesting, vested and settled. The remaining units vest in equal installments every three months thereafter, subject to continued service.

4. The RSUs vest over an eighteen (18) month period beginning December 10, 2025, with two (2) months of service-based vesting deemed satisfied as of February 2, 2026, and the remaining units vesting in equal installments every three months thereafter, subject to continued service.

Remarks:

	/s/ Justin B. Stiefel, attorney-in-fact for Michael Carrosino	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did CASK CFO Michael Carrosino report on February 2, 2026?

Michael Carrosino reported RSU vesting that converted into common shares and related share withholding for taxes on February 2, 2026. Two RSU blocks of 7,500 and 14,812 units vested, and corresponding common stock entries and tax-related withholdings were recorded in his direct ownership.

How many Heritage Distilling (CASK) RSUs vested for the CFO in this Form 4?

Two RSU awards vested into common stock: 7,500 restricted stock units from an October 1, 2025 grant and 14,812 restricted stock units from a December 10, 2025 grant. Each RSU represents a contingent right to receive one share of Heritage Distilling common stock when vesting conditions are satisfied.

How many Heritage Distilling (CASK) shares did the CFO hold after the reported transactions?

After the February 2, 2026 transactions, Michael Carrosino directly held 36,942 shares of Heritage Distilling common stock. This balance reflects RSU conversions into common shares and share withholding to satisfy tax obligations related to the vesting events disclosed in the Form 4 filing.

Why were some CASK shares withheld in Michael Carrosino’s Form 4 filing?

Certain common shares were withheld to cover tax obligations triggered by RSU vesting. Specifically, 2,224 and 4,392 common shares were withheld at a per-share price of $1.08, which corresponds to the applicable closing price used for calculating the tax withholding amount.

What do the RSU vesting schedules for CASK’s CFO indicate in this filing?

One RSU grant from October 1, 2025 has units vesting in equal quarterly installments over twelve months beginning September 1, 2025. Another RSU grant from December 10, 2025 vests over eighteen months, with remaining units vesting in equal three-month installments, both subject to continued service.

Does the CASK Form 4 show deferred settlement for any RSUs?

Yes. For the October 1, 2025 RSU grant, settlement was deferred until at least forty-five days after the effectiveness of the company’s Form S-8 registration statement. On February 2, 2026, 7,500 RSUs from this grant vested and settled into common shares under that deferred structure.