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

Rhea-AI Filing Summary

Andrew M. Varga, a director of Heritage Distilling Holding Company (CASK), purchased pre-funded warrants exercisable for common stock. On 08/15/2025 Varga acquired 300,000 pre-funded warrants at a stated underlying common-stock price of $0.6042 per share. The warrants were issued under a subscription agreement dated August 11, 2025, as amended August 15, 2025, and will be automatically exercised on a cashless basis upon receipt of the Stockholder Approval referenced in that agreement. The reported securities are held in Charles Schwab & Co., custodian for Varga's contributory IRA, and are therefore reported as indirectly owned. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Insights

Securities Analyst

TL;DR: Director purchased 300,000 pre-funded warrants, signaling insider participation though held in an IRA.

The transaction shows a meaningful insider acquisition of equity-linked instruments: 300,000 pre-funded warrants tied to common stock. At an implied price of $0.6042 per share, the position represents a direct potential increase in the director's economic exposure to the company once the warrants are exercised. The automatic cashless exercise upon Stockholder Approval means dilution parameters depend on the approval terms and the mechanics defined in the subscription agreement. Reporting as indirect via an IRA is standard and does not change disclosure obligations but may affect timing of any sale decisions.

Corporate Governance Expert

TL;DR: Routine Section 16 disclosure of an insider purchase; governance implications depend on approval terms and disclosure completeness.

This Form 4 is a standard disclosure for a director buying pre-funded warrants under a subscription agreement. Key governance considerations include the triggering condition (Stockholder Approval) for cashless exercise and whether the subscription was on arms-length terms relative to other investors. The filing properly identifies the reporting person, relationship (director), custodian holding (IRA), and signing authority. No departures from typical disclosure practice are apparent in the material provided.

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)
08/15/2025

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

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	08/15/2025		P		300,000		(1)	(1)	Common Stock	300,000	$0.6042	300,000	I	By IRA(2)

Explanation of Responses:

1. The securities reported herein were issued to the reporting person by Heritage Distilling Holding Company, Inc. (the "Issuer") in connection with that certain subscription agreement by and between the reporting person and the Issuer, dated August 11, 2025, as amended on August 15, 2025 (the "Subscription Agreement"), pursuant to which the reporting person purchased pre-funded warrants (the "Warrants") that are exercisable for shares of the Issuer's common stock, par value $0.0001 per share. The Warrants will be automatically exercised on a cashless basis upon the receipt of the Stockholder Approval (as defined in the Subscription Agreement).

2. 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.

Remarks:

	/s/ Justin B. Stiefel, attorney-in-fact for Andrew M. Varga	08/19/2025
	** 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).
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