CARROSINO MICHAEL 4

4 · Heritage Distilling Holding Company, Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

Heritage Distilling (IPST) CFO Michael Carrosino Receives RSUs

What Happened

Michael Carrosino, EVP of Finance & CFO of Heritage Distilling Holding Co. (IPST), had restricted stock units (RSUs) vest and settle on February 2, 2026. A total of 22,312 shares were issued on vesting (7,500 and 14,812 in two separate settlements).
To cover tax withholding, 6,616 of those shares were surrendered (disposed) at a closing price of $1.08 per share, resulting in cash/tax withholding of about $7,145. Net shares delivered to Carrosino were 15,696.
These transactions were the settlement of RSUs (derivative conversions), not open-market purchases or sales.

Key Details

Transaction date: February 2, 2026. Form 4 filed February 3, 2026 (timely filing).
Shares acquired via RSU settlement: 22,312 (7,500 and 14,812). Shares withheld for taxes (disposed): 6,616 (2,224 and 4,392) at $1.08/share; total withholding ≈ $7,145.
Net shares received after withholding: 15,696.
Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price or tax liability (share withholding).
Shares owned after transaction: not specified in the Form 4.
Relevant footnotes: F1–F4 explain that these were RSUs (each RSU = right to one share), the $1.08 figure is the closing price used for withholding, and the vesting schedules (some units vested as part of earlier grants with remaining units vesting quarterly/over an 18-month schedule).

Context

This was a routine RSU vesting and net-share settlement (shares withheld to satisfy taxes), not a market sale or a cash purchase. Such withholding is common for executive compensation and reflects settlement of awarded equity rather than a directional bet by the insider.

Form 4

Period: 2026-02-02

EVP of Finance & CFO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-02+7,500→ 28,746 total
Tax Payment
Common Stock
[F2]
2026-02-02$1.08/sh−2,224$2,402→ 26,522 total
Exercise/Conversion
Common Stock
[F1]
2026-02-02+14,812→ 41,334 total
Tax Payment
Common Stock
[F2]
2026-02-02$1.08/sh−4,392$4,743→ 36,942 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-02−7,500→ 5,000 total
→ Common Stock (7,500 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-02−14,812→ 118,497 total
→ Common Stock (14,812 underlying)

Footnotes (4)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
[F2]Represents the per share closing price of the issuer's Common Stock on the applicable vesting date or, if there was no closing price on such date, the closing price on the trading date that was immediately prior to such vesting date.
[F3]Of the restricted stock units granted on October 1, 2025, 2,500 RSUs satisfied the service-based vesting requirement as of the commencement of the vesting schedule on September 1, 2025. The remaining 10,000 RSUs vest in equal quarterly installments over a twelve (12) month period beginning September 1, 2025. Settlement of such RSUs was deferred until no earlier than forty-five (45) days following the effectiveness of the Company's Form S-8 registration statement. On February 2, 2026, a total of 7,500 restricted stock units, consisting of such 2,500 RSUs and 5,000 RSUs representing six (6) months of time-based vesting, vested and settled. The remaining units vest in equal installments every three months thereafter, subject to continued service.
[F4]The RSUs vest over an eighteen (18) month period beginning December 10, 2025, with two (2) months of service-based vesting deemed satisfied as of February 2, 2026, and the remaining units vesting in equal installments every three months thereafter, subject to continued service.

Signature

/s/ Justin B. Stiefel, attorney-in-fact for Michael Carrosino|2026-02-03

1 file