Every Form 4 that Westrock Coffee Company (WEST) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow WEST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WEST filings page.
Westrock Coffee Co director and CEO Scott T. Ford reported a bona fide gift of 55,000 shares of common stock on February 3, 2026. The shares are held by a trust for which he is trustee and were transferred from a prior family trust in line with that trust’s terms.
Ford reports additional indirect holdings of 23,263,104 shares through Westrock Group, LLC and direct ownership of 631,269 shares of common stock. He disclaims beneficial ownership of trust and Westrock Group shares for which he has no pecuniary interest, indicating these are largely entity-held positions rather than personal trading.
Westrock Coffee Co director Joe T. Ford reported a trust-related reallocation of company shares and updated his indirect holdings. A trust for which he served as trustee transferred 110,000 shares of common stock as a bona fide gift to new sub-trusts created under the trust; Mr. Ford is not the trustee of these sub-trusts. The filing also corrects a prior Form 4 that had overreported his share acquisitions by 5,000 shares. Following these updates, Ford is shown with 550,714 shares held directly and additional indirect interests through various trusts and Wooster Capital, LLC, in each case subject to his disclaimers of beneficial ownership where he has no pecuniary interest.
Harvey Larry Keith reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co senior vice president and chief legal officer Harvey Larry Keith received a grant of 20,359 restricted stock units (RSUs) of common stock at no purchase price as part of his equity compensation. Each RSU represents a right to one share of common stock.
The RSUs vest in three equal annual installments starting on April 1, 2027, subject to his continued employment and certain early vesting conditions. Following this grant, he is reported as directly holding 20,389 shares of common stock, reflecting a relatively small personal stake.
Tabor A Wellford reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Tabor A. Wellford received a grant of 10,798 restricted stock units (RSUs) of common stock at no purchase price. Each RSU represents one share and will vest on June 5, 2027, if he continues serving on the board. After this award, he directly holds 89,798 shares.
Umesiri Oluwatoyin reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Umesiri Oluwatoyin received a grant of 10,798 restricted stock units (RSUs) of common stock. Each RSU represents one share and was granted under the Westrock Coffee Company 2022 Equity Incentive Plan. The RSUs will vest on June 5, 2027, if she continues serving on the board through that date, subject to certain early vesting conditions. Following this award, her direct common stock holdings total 37,509 shares.
Parent Kenneth M. reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Kenneth M. Parent reported an award of 41,992 shares of common stock in the form of restricted stock units granted at no cash cost under the company’s 2022 Equity Incentive Plan. Each RSU represents one share and will vest on June 5, 2027, subject to his continued board service and certain early vesting conditions. Following this grant, he holds 202,943 shares of common stock directly.
KEATING LESLIE STARR reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Leslie Starr Keating received a grant of 10,798 restricted stock units. The award was made at a price of $0.00 per unit as equity compensation. Each RSU represents a contingent right to receive one share of Westrock Coffee common stock.
The RSUs will vest on June 5, 2027, if Keating continues serving on the company’s board and certain early vesting conditions are met. Following this grant, Keating directly holds 141,395 shares of Westrock Coffee common stock.
FOX JEFFREY H reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Jeffrey H. Fox reported an equity award and updated holdings. He received 10,798 restricted stock units (RSUs) of common stock at no cash cost under the Westrock Coffee Company 2022 Equity Incentive Plan. Each RSU represents a contingent right to one share of common stock.
The RSUs vest on June 5, 2027, if he continues serving on the board and certain early vesting conditions are met. Following the grant, Fox directly holds 49,009 shares of common stock and is also associated with 6,368 shares held by F&F Group Invest 2020-01 LLC, for which he disclaims beneficial ownership where he lacks a pecuniary interest.
McColl Hugh III reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Hugh McColl III received a stock-based compensation grant. On June 5, he was awarded 10,798 restricted stock units (RSUs) under the company’s 2022 Equity Incentive Plan at no cash cost per unit.
Each RSU represents a right to receive one share of common stock, vesting on June 5, 2027, if he continues serving on the board and certain early vesting conditions are met. After this award, his reported direct holdings total 49,009 shares of common stock.
EDMUNDS MARK A reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Mark A. Edmunds received a stock-based award rather than buying shares on the market. He was granted 10,798 restricted stock units (RSUs) on common stock at no cash cost, under the Westrock Coffee Company 2022 Equity Incentive Plan.
Each RSU represents the right to receive one share of common stock, and the RSUs are scheduled to vest on June 5, 2027, if he continues serving on the board and certain early vesting conditions are met. Following this grant, his direct holdings reported in this filing total 119,178 shares.
Kruczek Robert Patrick reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Robert Patrick Kruczek reported receiving a grant of 10,798 shares of common stock in the form of restricted stock units. The units were granted at no cash cost to him and increase his direct holdings to 349,009 shares.
Each RSU represents a right to receive one share of common stock that will vest on June 5, 2027, as long as he continues serving on the company’s board and certain early vesting conditions are met. This is a routine equity compensation award rather than an open-market purchase or sale.
FORD JOE T reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co director Joe T. Ford received a grant of 10,798 restricted stock units (RSUs) of common stock on June 5, 2026. The RSUs were granted at no cash cost under the company’s 2022 Equity Incentive Plan and represent a contingent right to receive one share of common stock per unit.
The RSUs will vest on June 5, 2027, provided Mr. Ford continues to serve on Westrock Coffee’s board through that date, subject to certain early vesting conditions. Following this award, he directly holds 555,714 shares of common stock and has additional indirect holdings through several trusts and an LLC, with beneficial ownership disclaimed where he has no pecuniary interest.
Schuhmacher Blake reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co chief accounting officer Blake Schuhmacher reported an equity compensation grant. Schuhmacher received 20,656 restricted stock units (RSUs) under the Westrock Coffee Company 2022 Equity Incentive Plan, with no cash price per unit. Each RSU represents one share of common stock.
The RSUs will vest in three equal annual installments starting on April 1, 2027, contingent on continued employment and certain early vesting conditions. Following this award, Schuhmacher directly holds 75,844 shares of Westrock Coffee common stock.
Ford William A reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co reported that Chief Operating Officer William A. Ford received a grant of 45,565 restricted stock units (RSUs) of common stock as compensation. The award was granted at a price of $0.00 per share under the company’s 2022 Equity Incentive Plan.
Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest in three equal annual installments starting on April 1, 2027, subject to Mr. Ford’s continued employment and certain early vesting conditions. Following this grant, Mr. Ford holds 485,914 shares of common stock directly.
The filing also lists indirect holdings in family trusts: 3,925 shares held by Trust 3, 11,636 shares by Trust 2, and 17,150 shares by Trust 1. The trusts are for the benefit of Mr. Ford’s children, and he disclaims beneficial ownership of any shares for which he has no pecuniary interest.
Pledger Thomas Christopher reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co's chief financial officer, Thomas Christopher Pledger, received a grant of 58,869 restricted stock units of common stock as equity compensation. The RSUs vest in three equal annual installments starting on April 1, 2027, conditioned on continued employment and certain early vesting conditions. Following this award, he holds 440,590 shares of common stock directly.
Westrock Coffee Co director and CEO Scott T. Ford reported an equity award of 91,130 restricted stock units (RSUs). The RSUs were granted under the Westrock Coffee Company 2022 Equity Incentive Plan at no cash cost per unit.
Each RSU represents a contingent right to receive one share of common stock. The award will vest in three equal annual installments starting on April 1, 2027, subject to Ford’s continued employment and certain early vesting conditions. Following this grant, he holds 631,269 shares of common stock directly.
Separately, 23,263,104 shares of common stock are held of record by Westrock Group, LLC, which is managed by Greenbrier Holdings, LLC. Ford is the sole member and manager of Greenbrier and may be deemed to exercise voting and investment control over those shares, but he disclaims beneficial ownership where he has no pecuniary interest.
Newkirk Kyle reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co reported that Chief Commercial Officer Kyle Newkirk received a grant of 27,339 shares of common stock as a stock award. This reflects restricted stock units granted under the 2022 Equity Incentive Plan at a price of $0.00 per share.
Each RSU represents a contingent right to one share of common stock and will vest in three equal annual installments starting on April 1, 2027, subject to his continued employment and certain early vesting conditions. Following this award, Newkirk holds 178,125 shares of Westrock Coffee common stock directly.
Ford Samuel reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co reported that Chief Trade & Risk Officer Samuel Ford received a grant of 30,376 shares of common stock in the form of restricted stock units under the 2022 Equity Incentive Plan. Each RSU represents one share of common stock and will vest in three equal annual installments starting on April 1, 2027, contingent on continued employment and certain early vesting conditions. Following this award, Ford directly holds 215,660 shares of Westrock Coffee common stock. This is a compensation-related equity grant, not an open‑market stock purchase.
Westrock Coffee Co director Joe T. Ford reported an open-market purchase of the company’s common stock. On 2026-06-01, he bought 3,000 shares of common stock at $8.04 per share in a direct transaction. Following this trade, his directly held position increased to 544,916 shares of common stock. The filing also lists several indirect holdings through trusts and an LLC, including 41,800 shares, 110,000 shares, 183,000 shares, and 273,000 shares in various trusts where he serves as trustee, and 3,281,976 shares held by Wooster Capital, LLC. The footnotes state that Mr. Ford disclaims beneficial ownership of shares in these entities to the extent he has no pecuniary interest.
Westrock Coffee Co director Joe T. Ford reported open-market purchases of the company’s common stock. On May 13–14, entities associated with him bought a total of 31,500 shares of common stock at prices between $8.43 and $8.50 per share, including trust and direct accounts.
After these transactions, Ford’s direct holdings were 541,916 shares of common stock. Footnotes state that certain additional holdings are of record in trusts for which he serves as trustee, including 41,800, 110,000, 183,000, and 273,000 shares, and in Wooster Capital, LLC with 3,281,976 shares. He disclaims beneficial ownership of shares held where he has no pecuniary interest.
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.
Westrock Coffee Co chief accounting officer Blake Schuhmacher reported a routine tax-related share disposition. On March 17, 2026, the company withheld 4,669 shares of common stock at $4.54 per share to cover his tax obligations when his restricted stock units vested. After this non-market transaction, Schuhmacher directly holds 55,188 shares of Westrock Coffee common stock.
Westrock Coffee Co chief legal officer Robert P. McKinney reported a routine share disposition related to taxes. On March 17, 2026, 3,187 shares of common stock were withheld by the company at $4.54 per share to satisfy his tax obligations when restricted stock units vested.
After this tax-withholding transaction, McKinney directly owned 55,488 shares of Westrock Coffee common stock. This was not an open-market sale but a standard mechanism for paying taxes on equity compensation.
Westrock Coffee Co’s chief financial officer, Thomas Christopher Pledger, reported a routine tax-related share disposition. On the vesting of his restricted stock units on March 17, 2026, the company withheld 17,743 shares of common stock at $4.54 per share to cover his tax obligations.
These shares were not sold on the open market but retained by the issuer to satisfy taxes. After this withholding, Pledger directly holds 381,721 shares of Westrock Coffee Co common stock, indicating he continues to maintain a substantial equity position in the company.
Westrock Coffee Co chief operating officer William A. Ford reported a routine tax-related share disposition. On March 17, 2026, the company withheld 13,959 shares of common stock at $4.54 per share to cover his tax obligations when restricted stock units vested. This was not an open-market sale. After this withholding, Ford directly holds 440,349 shares of common stock. The filing also lists indirect holdings through family trusts, including 17,150, 11,636 and 3,925 shares, with a footnote stating he disclaims beneficial ownership of trust shares in which he has no pecuniary interest.
Westrock Coffee Co chief commercial officer Kyle Newkirk reported a tax-related share withholding on common stock. On March 17, 2026, the issuer withheld 6,360 shares at $4.54 per share to satisfy tax obligations from vested restricted stock units. Following this transaction, Newkirk directly held 150,786 shares of common stock.
Westrock Coffee Co chief trade and risk officer Samuel Ford had 6,970 shares of common stock withheld at $4.54 per share. These shares were retained by the company to satisfy his tax obligations when his restricted stock units vested on March 17, 2026.
After this tax-withholding disposition, he directly owns 185,284 shares of Westrock Coffee common stock. This was not an open-market sale but an automatic share withholding to pay taxes due on equity compensation.
Westrock Coffee Co director Joe T. Ford bought 55,000 shares of common stock in an open-market purchase at a weighted average price of $4.60 per share. Following this transaction, he directly holds 533,916 common shares.
The filing also reports several indirect holdings through multiple trusts and Wooster Capital, LLC. These entities collectively hold stakes such as 38,300 shares and 253,000 shares in separate trusts, 3,281,976 shares through Wooster Capital, LLC, and additional trust positions. Mr. Ford disclaims beneficial ownership of shares in these entities for which he has no pecuniary interest.
Westrock Coffee Co chief accounting officer Blake Schuhmacher reported a routine share disposition related to taxes. On March 15, 2026, 2,068 shares of common stock were withheld by the company at $4.26 per share to satisfy tax obligations from vested restricted stock units. After this withholding, Schuhmacher directly holds 59,857 common shares. This was not an open-market sale but an automatic tax-withholding event tied to equity compensation vesting.
Westrock Coffee Co chief legal officer reports routine tax withholding on vested stock. On March 15, 2026, 1,412 shares of common stock were disposed of at $4.26 per share, with the shares withheld by the company to satisfy Robert P. McKinney’s tax obligations when his restricted stock units vested. Following this withholding, he directly holds 58,675 shares of Westrock Coffee Co common stock. This was not an open-market sale but a standard mechanism to cover taxes on equity compensation.
Westrock Coffee Co Chief Financial Officer Thomas Christopher Pledger reported a routine tax-related share disposition. On March 15, 2026, 13,064 shares of common stock were withheld by the company to cover his tax obligations when restricted stock units vested. After this withholding, he directly owned 399,464 shares.
Westrock Coffee Co chief operating officer William A. Ford reported a routine tax-related share disposition. On March 15, 2026, 9,806 shares of common stock were withheld by the company at $4.26 per share to satisfy tax obligations arising from vested restricted stock units. After this withholding, Ford directly holds 454,308 common shares and also has additional indirect holdings through family trusts.
Westrock Coffee Co chief commercial officer Kyle Newkirk reported two tax-related share dispositions tied to restricted stock unit vesting. On March 14, 2026 and March 15, 2026, a total of 10,505 shares of common stock were withheld by the company to cover his tax obligations.
These transactions, coded as tax-withholding dispositions rather than open-market sales, reduced the shares delivered to him from vested awards but did not reflect discretionary buying or selling. After the most recent withholding, Newkirk directly holds 157,146 shares of Westrock Coffee common stock.
Westrock Coffee Co executive Samuel Ford reported a routine tax-related share withholding. On March 15, restricted stock units vested, and 3,854 shares of common stock were withheld by the company at $4.26 per share to cover his tax obligations.
These shares were not sold in the open market but used to satisfy taxes due upon vesting. After the withholding, Ford directly holds 192,254 shares of Westrock Coffee common stock, indicating that the transaction is small relative to his overall equity position and reflects standard compensation and tax treatment rather than discretionary trading.
Westrock Coffee Co director Joe T. Ford bought 45,000 shares of common stock in an open‑market transaction on March 13, 2026 at a weighted average price of $3.92 per share, with individual trades between $3.90 and $4.00.
After this purchase, his direct holdings increased to 478,916 common shares. Additional common shares are held indirectly through several trusts and through Wooster Capital, LLC, where disclosures note his trustee or control role, while he disclaims beneficial ownership over portions in which he has no pecuniary interest.
Westrock Coffee Co chief accounting officer Blake Schuhmacher reported routine equity compensation activity. On March 5, 2026, he acquired 3,374 shares of common stock at $0.00 per share through the vesting of 2025 performance-based restricted stock units. On the same date, 1,558 shares were disposed of at $3.93 per share to cover tax obligations tied to that vesting, rather than through an open-market sale. After these transactions, Schuhmacher directly owned 61,925 shares of Westrock Coffee common stock.
Westrock Coffee Co CHIEF FINANCIAL OFFICER Thomas Christopher Pledger reported equity compensation activity involving company common stock. He acquired 21,086 shares on March 5, 2026 at a price of $0.0000 per share as a grant in connection with the vesting of performance-based restricted stock units granted in 2025. On the same date, 9,426 shares were disposed of at $3.93 per share to cover related tax obligations. After these transactions, he directly owned 412,528 shares of Westrock Coffee Co common stock.
Westrock Coffee's chief commercial officer Kyle Newkirk received 8,434 shares of common stock as a grant tied to vesting performance-based restricted stock units awarded in 2025. To cover related tax obligations, 2,792 shares were withheld, leaving him with 167,651 directly owned shares.
Westrock Coffee Co chief legal officer Robert P. McKinney reported equity award activity involving company common stock. He acquired 3,374 shares in connection with the vesting of performance-based restricted stock units granted in 2025. To cover related tax obligations, 1,120 shares were disposed of through share withholding at $3.93 per share. Following these transactions, he directly owns 60,087 shares of Westrock Coffee common stock.
FORD SCOTT T reported acquisition or exercise transactions in this Form 4 filing.
Westrock Coffee Co chief executive officer Scott T. Ford received 33,738 shares of common stock on March 5, 2026 through the vesting of performance-based restricted stock units granted in 2025. After this grant, he directly holds 540,139 common shares.
Separately, 23,263,104 common shares are held of record by Westrock Group, LLC. Greenbrier Holdings, LLC manages Westrock Group, and Mr. Ford is the sole member and manager of Greenbrier. He may be deemed to control voting and investment decisions for those shares but disclaims beneficial ownership over any shares in which he has no pecuniary interest.
Westrock Coffee Co chief operating officer William A. Ford reported equity compensation activity in the company’s common stock. On March 5, 2026, he acquired 21,086 shares at no cost in connection with the vesting of performance-based restricted stock units granted in 2025. On the same date, 7,655 shares were withheld and disposed of at $3.93 per share to satisfy related tax obligations. Following these transactions, Ford directly held 464,114 common shares. Additional common shares are held in family trusts for the benefit of his children, where he serves as trustee and disclaims beneficial ownership of trust shares in which he has no pecuniary interest.
Westrock Coffee Co reported that chief trade & risk officer Samuel Ford acquired 8,434 shares of common stock on March 5, 2026 through the vesting of performance-based restricted stock units granted in 2025. On the same date, 3,016 shares were withheld at $3.93 per share to cover related tax obligations, leaving 196,108 shares owned directly.
Westrock Coffee Co's chief executive officer, who is also a director and 10% owner, reported buying 100,000 shares of common stock on 12/10/2025 at a weighted average price of $4.14 per share. The filing explains that these shares were purchased in multiple transactions at prices ranging from $4.07 to $4.25.
After this transaction, the reporting person directly held 506,401 Westrock Coffee common shares. The filing also notes indirect beneficial ownership of 23,263,104 shares held by Westrock Group, LLC, which is managed through affiliated entities, and states that the insider may be deemed to have voting and investment control over these shares but disclaims beneficial ownership where there is no pecuniary interest.
Westrock Coffee Co (WEST) director Joe T. Ford reported an open-market purchase of 20,000 shares of common stock on 11/24/2025 at a weighted average price of $4.12 per share. Following this transaction, he directly owns 433,916 shares of Westrock Coffee common stock.
In addition to his direct holdings, Mr. Ford reports indirect ownership through several trusts and an LLC, including 38,300 shares held by a trust where he is trustee, 253,000 shares held by another trust, 3,281,976 shares held by Wooster Capital, LLC, and additional trusts holding 110,000 and 183,000 shares. For each trust and the LLC, he disclaims beneficial ownership of shares in which he has no pecuniary interest.
Westrock Coffee (WEST) CEO and 10% owner Scott T. Ford reported an open-market purchase of company stock. On 11/20/2025, he bought 50,000 shares of Westrock Coffee common stock at a weighted average price of $4.35 per share, with individual trade prices ranging from $4.29 to $4.40. Following this transaction, he directly owned 406,401 shares.
In addition to his direct holdings, the filing notes that 23,263,104 shares of common stock are held by Westrock Group, LLC. Greenbrier Holdings, LLC manages Westrock Group, and Mr. Ford is the sole member and manager of Greenbrier. The filing states that Mr. Ford may be deemed to have voting and investment control over these shares but disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
Westrock Coffee (WEST) reported insider share purchases by a director. The reporting person bought 24,000 shares of common stock on 11/17/2025 at a weighted average price of $4.12 per share, 79,000 shares on 11/18/2025 at a weighted average price of $4.08 per share, and 47,000 shares on 11/19/2025 at a weighted average price of $4.25 per share. After these transactions, the director beneficially owned 338,211 shares held directly. The prices on each day reflect multiple trades within stated ranges, and the reporting person has committed to provide full trade‑level detail upon request.
Westrock Coffee (WEST) reported an insider purchase by its Chief Financial Officer. On 11/12/2025, the CFO acquired 2,150 shares of common stock at $3.86 per share (transaction code P). Following the trade, the officer beneficially owned 400,868 shares, held directly.
Westrock Coffee (WEST) Chief Operating Officer William A. Ford reported open‑market purchases on 11/11/2025. He bought 12,000 common shares at a weighted average price of $4.58 (purchases ranged from $4.40 to $4.65). In addition, trusts for his children purchased 7,950 shares at $4.38 (range $4.35–$4.38), 4,436 shares at $4.37, and 3,925 shares at $4.50 (range $4.49–$4.50).
Following these transactions, beneficial ownership stood at 450,683 shares direct, and 17,150, 11,636, and 3,925 shares held via three family trusts, respectively. Mr. Ford is trustee of the trusts and disclaims beneficial ownership of shares in which he lacks a pecuniary interest.
Westrock Coffee (WEST) reported an insider open‑market purchase. On 11/11/2025, CEO, director and 10% owner Scott T. Ford (through affiliated entities) purchased 100,000 shares of common stock at a weighted average price of $4.35, with trade prices ranging from $4.22 to $4.51 (Code P).
Following the transaction, the filing lists 23,263,104 shares beneficially owned indirectly via Westrock Group, managed by Greenbrier Holdings, LLC, of which Mr. Ford is the sole member and manager. The form was filed by more than one reporting person.
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.