FOX JEFFREY H 4
4 · Westrock Coffee Co · Filed Apr 21, 2026
Research Summary
AI-generated summary of this filing
Westrock Coffee (WEST) Director Jeffrey H. Fox Buys $1.5M Convertible Notes
What Happened
Jeffrey H. Fox, a director of Westrock Coffee Co. (WEST), acquired $1,500,000 principal amount of the issuer's 5% convertible senior notes due 2031 in a purchase reported on Form 4. The transaction (derivative acquisition) does not show shares acquired because it was a purchase of convertible notes that may convert into common stock under specified conditions.
Key Details
- Transaction date: November 4, 2025; Consideration/principal amount: $1,500,000 (transaction code P — purchase of a derivative).
- Report filed: April 21, 2026 — this Form 4 was filed about 5½ months after the transaction (delayed filing).
- Shares owned after transaction: Not stated as shares; the filing reports a $1.5M convertible note position held of record by a trust over which Mr. Fox may be deemed to exercise control.
- Conversion mechanics (footnotes): initial conversion price $5.25 = initial conversion rate of 190.48 shares per $1,000 principal (≈285,720 shares for $1.5M if converted at the initial rate); conversion may be settled in cash, shares, or a combination.
- Conversion windows (footnote): voluntary conversion windows generally begin May 4, 2026 (subject to conditions) and include other specified periods through 2031.
- Issuance cap: issuer may not issue more than 19.99% of outstanding common stock in respect of conversions (footnote).
- Record/beneficial ownership note: Held of record by a trust; Mr. Fox disclaims beneficial ownership over any securities in the trust in which he has no pecuniary interest (footnote).
Context
This was a purchase of convertible debt, not an immediate stock purchase. Convertible notes are debt instruments that can convert into common shares under the terms above; conversion is not automatic and can be settled in cash, stock, or both. Because the filing was delayed, the report was not timely under typical Section 16 reporting expectations — the late filing is a disclosure/timeliness issue but does not by itself reveal intent.
Insider Transaction Report
- Purchase
5% Convertible Senior Notes due 2031
[F1][F2][F3]2025-11-04$1500000.00/sh(indirect: By Trust)From: 2026-05-04Exp: 2031-02-15→ Common Stock
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.