CARROSINO MICHAEL 4

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.