Trust tied to Westrock Coffee (WEST) buys $1.5M convertible notes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Westrock Coffee Co director Jeffrey H. Fox is linked to an indirect purchase of the company’s convertible debt through a trust. The trust bought $1,500,000 principal amount of 5% Convertible Senior Notes due 2031 in an open-market or private transaction.

The notes are initially convertible at a price of $5.25 per share, equal to 190.48 shares of common stock per $1,000 principal, with conversion permitted only under specified stock price and timing conditions. Conversions may be settled in cash, stock, or a combination, and the company is limited to issuing no more than 19.99% of its previously outstanding common stock upon conversion of these notes. Fox disclaims beneficial ownership of securities held by the trust where he has no pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FOX JEFFREY H

Role null

Bought 0 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	5% Convertible Senior Notes due 2031	0	$1,500,000.00	--

Holdings After Transaction: 5% Convertible Senior Notes due 2031 — 0 shares (Indirect, BY TRUST)

Footnotes (1)

Holders of the issuer's 5% convertible senior notes due 2031 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2030. Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $5.25, which corresponds to an initial conversion rate of 190.48 shares of issuer common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes. Held of record by a trust over which Mr. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all securities held by such trust over which he does not have any pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Key Figures

Convertible notes purchase: $1,500,000 principal Coupon rate: 5% Conversion price: $5.25 per share +4 more

7 metrics

Convertible notes purchase $1,500,000 principal 5% Convertible Senior Notes due 2031, open-market/private purchase by trust

Coupon rate 5% Convertible Senior Notes due 2031 interest rate

Conversion price $5.25 per share Initial conversion price for notes into common stock

Conversion rate 190.48 shares per $1,000 Initial conversion rate of notes into common stock

Equity issuance cap 19.99% of common stock Maximum stock issuance upon conversion vs. pre-issuance outstanding shares

Conversion window start May 4, 2026 Earliest voluntary conversion period start under price condition

Final maturity February 15, 2031 Maturity date of 5% Convertible Senior Notes

Key Terms

5% Convertible Senior Notes due 2031, conversion price, conversion rate, fundamental change transactions, +1 more

5 terms

5% Convertible Senior Notes due 2031 financial

"Holders of the issuer's 5% convertible senior notes due 2031"

conversion price financial

"The initial conversion price of the convertible notes is $5.25"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

conversion rate financial

"initial conversion rate of 190.48 shares of issuer common stock per $1,000"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

fundamental change transactions financial

"during the 35 trading days following the effective date of certain fundamental change transactions"

pecuniary interest financial

"he does not have any pecuniary interest and this report shall not be deemed"

Form 4 Insider Transactions: What Each Field Means →

04/21/2026 - 05:17 PM

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
Estimated average burden
hours per response:			0.5

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^*

FOX JEFFREY H

(Last)

(First)

(Middle)

4009 N. RODNEY PARHAM RD., 4TH FLOOR

(Street)

LITTLE ROCK

ARKANSAS

72212

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
5% Convertible Senior Notes due 2031	⁽¹⁾⁽²⁾	11/04/2025		P		$1,500,000		05/04/2026⁽¹⁾⁽²⁾	02/15/2031	Common Stock	$1,500,000⁽¹⁾⁽²⁾	$1,500,000	$1,500,000	I	BY TRUST⁽³⁾

Explanation of Responses:

1. Holders of the issuer's 5% convertible senior notes due 2031 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2030.

2. Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $5.25, which corresponds to an initial conversion rate of 190.48 shares of issuer common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.

3. Held of record by a trust over which Mr. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all securities held by such trust over which he does not have any pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ BY: ROBERT P. MCKINNEY AS ATTORNEY-IN-FACT FOR JEFFREY H. FOX	04/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Westrock Coffee (WEST) insider Jeffrey Fox report on this Form 4?

The filing reports an indirect purchase by a trust associated with director Jeffrey H. Fox of $1,500,000 principal of 5% Convertible Senior Notes due 2031. Fox disclaims beneficial ownership of any securities held by the trust in which he has no pecuniary interest.

What security did the trust associated with WEST director Jeffrey Fox buy?

A trust associated with Jeffrey H. Fox bought 5% Convertible Senior Notes due 2031 of Westrock Coffee. These are convertible notes, not common stock, and they may later be converted into common shares under specific price and timing conditions described in the terms.

What are the key conversion terms of Westrock Coffee’s 5% convertible senior notes?

The notes have an initial conversion price of $5.25 per share, equal to 190.48 shares per $1,000 principal. Conversions can be settled in cash, stock, or both, and total stock issued upon conversion cannot exceed 19.99% of pre-issuance outstanding common shares.

When can Westrock Coffee’s 5% convertible notes be voluntarily converted?

Holders may convert in $1,000 denominations starting May 4, 2026, if the stock trades at least 130% of the conversion price for 20 days in a 30-day window, in later specified periods through February 15, 2031, and after certain fundamental change transactions.

How will conversions of Westrock Coffee’s convertible notes be settled?

Conversions of the 5% convertible senior notes will be settled at Westrock Coffee’s election in cash, shares of its common stock, or a combination. This flexibility allows the company to choose how to meet conversion obligations when holders decide to convert.

Does Jeffrey H. Fox have full beneficial ownership of the trust’s WEST securities?

The filing states the securities are held by a trust over which Mr. Fox may exercise voting and investment control, but he disclaims beneficial ownership of securities where he has no pecuniary interest. It also clarifies this is not an admission of beneficial ownership.