10/22/2026 | Press release | Distributed by Public on 10/22/2026 16:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 5% Convertible Note due 2029 | (2) | 10/21/2026 | J(2) | $20,000,000 | 08/15/2024 | 02/15/2029 | COMMON STOCK | $20,000,000(2) | $20,000,000 | $ 0 | I | BY LLC(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FORD SCOTT T 4009 N. RODNEY PARHAM RD., 4TH FLOOR LITTLE ROCK, AR 72212 |
X | X | CHIEF EXECUTIVE OFFICER (1) | |
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Westrock Group, LLC 4009 N. RODNEY PARHAM RD., 4TH FLOOR LITTLE ROCK, AR 72212 |
X | |||
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Greenbrier Holdings, LLC /AR/ 4009 N. RODNEY PARHAM RD., 4TH FLOOR LITTLE ROCK, AR 72212 |
X | |||
| /s/ see Exhibit 99.1 | 10/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Scott T. Ford is the Chief Executive Officer of Westrock Coffee Company (the "Issuer") and a member of its board of directors. Greenbrier Holdings, LLC ("Greenbrier") is the manager of Westrock Group, LLC ("Westrock Group") and as such has voting and investment power over the securities held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the securities held by Westrock Group. |
| (2) | On October 21, 2026, the Issuer repurchased the total aggregate principal amount of the Reporting Person's 5% Convertible Notes due 2029, with fifty percent (50%) of the principal amount being repaid in cash and fifty percent (50%) of the principal amount being repaid in shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), resulting in the issuance of 1,189,061 shares of Common Stock. |
| (3) | Consists of 24,452,165 shares of Common Stock, which are held of record by Westrock Group. Greenbrier is the manager of Westrock Group and as such has voting and investment power over the shares of Common Stock held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the shares of Common Stock held by Westrock Group. Mr. Ford and Greenbrier each disclaims beneficial ownership over all shares held by Westrock Group over which they do not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford or Greenbrier 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. |
| (4) | Held of record by Westrock Group. Mr. Ford disclaims beneficial ownership over all securities held by Westrock Group over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford 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. |