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[Form 4] Westrock Coffee Co Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Westrock Coffee (WEST): insider transaction reported. A 10% owner filed a Form 4 showing a purchase of $10,000,000 principal amount of 5% convertible senior notes due 2031 on 11/04/2025 (code P). The filing also lists 12,749,755 shares of common stock beneficially owned following the reported transactions, held direct.

The notes have an initial conversion price of $5.25 (190.48 shares per $1,000) and may be converted beginning 05/04/2026 if the stock trades at least 130% of the conversion price for the specified period, any time from 08/15/2030 until 02/15/2031, and after certain fundamental changes. Conversions will be settled at the issuer’s election in cash, shares, or both, and issuance upon conversion is capped at 19.99% of shares outstanding immediately prior to the notes’ issuance.

Positive
  • None.
Negative
  • None.
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*
HF Direct Investments Pool, LLC

(Last) (First) (Middle)
510 UNION AVENUE

(Street)
KNOXVILLE TN 37902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
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 12,749,755(1) 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
5% Convertible Senior Notes due 2031 (2)(3) 11/04/2025 P $10,000,000 05/04/2026(2)(3) 02/15/2031 Common Stock $10,000,000(2)(3) $10,000,000 $10,000,000 D
Explanation of Responses:
1. Includes 41,666 shares received by the reporting person on June 6, 2025 from a pro rata distribution of shares of the issuer's common stock held by a limited liability company of which the reporting person is a member.
2. 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.
3. 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.
/s/ Todd B. Skelton, by Power of Attorney, for HF Direct Investments Pool, LLC 11/06/2025
** 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 WEST’s insider report on Form 4?

A 10% owner reported a purchase (code P) of $10,000,000 principal of 5% convertible senior notes due 2031 on 11/04/2025.

What is the insider’s common stock ownership after the transaction for WEST?

Beneficial ownership listed as 12,749,755 shares of common stock, held direct.

What are the conversion terms of WEST’s 5% convertible notes?

Initial conversion price $5.25 (190.48 shares per $1,000). Conversions can be settled in cash, shares, or both at the issuer’s election.

When can the convertible notes be converted for WEST?

From 05/04/2026 if the stock meets the 130% price test, any time from 08/15/2030 until 02/15/2031, and after certain fundamental changes.

Is there a cap on shares issuable upon conversion at WEST?

Yes. Issuance upon conversion may not exceed 19.99% of shares outstanding immediately prior to the notes’ issuance.

What interest rate applies to WEST’s convertible notes?

The notes carry a 5% interest rate and mature in 2031.
WESTROCK COFFEE CO

NASDAQ:WEST

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403.46M
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46.28%
5.03%
Packaged Foods
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United States
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