Item 5. Other Information
Item 5. Other Information.
On May 8, 2025, Verlinvest Beverages SA, a significant stockholder of the Company, completed a block sale of 3,766,762 shares of the Company’s common stock at a price of $34.25 per share in a private transaction facilitated by Bank
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of America Securities, Inc. The transaction was executed pursuant to Rule 144 under the Securities Act of 1933, as amended.
Following the transaction, Verlinvest Beverages SA beneficially owns approximately 12.5% of the Company’s outstanding common stock, down from 19.1% prior to the transaction.
The transaction does not affect the Company’s capital structure or operations. This sale was undertaken as part of Verlinvest Beverages SA’s ongoing portfolio management strategy and does not reflect any disagreement with the Company’s management or operations.
Rule 10b5-1 Trading Plans
In accordance with the disclosure requirements set forth in Item 408(a) of Regulation S-K, the following table discloses any officer (as defined in Rule 16a-1(f) under the Exchange Act), director, or entity controlled by such officer or director who adopted or terminated a contract, instruction, or written plan for the sale of securities of the Company intended to satisfy the affirmative defense of Rule 10b5-1(c) during the quarterly period ended June 30, 2025:
Name Title Action Taken Date of Action Duration of Trading Arrangement Aggregate Number of Securities to be Sold
Corey Baker
Chief Financial Officer
Adoption
May 12, 2025 August 11, 2025 to March 31, 2026 Up to 10,000 shares of Common Stock, subject to a daily maximum of 1,000 shares
The Michael Kirban 2012 Trust
A trust controlled by Michael Kirban (Co-Founder, Executive Chairman and Chairman of the Board)
Adoption
June 5, 2025 September 4, 2025 to September 30, 2026 Up to 150,000 shares of Common Stock, subject to a daily maximum of 30,000 shares
Ira Liran
Director
Adoption
May 7, 2025 August 8, 2025 to August 10, 2026 Up to 180,000 shares of Common Stock
The Ira Liran 2012 Family Trust
A trust controlled by Ira Liran
Adoption
May 7, 2025 August 8, 2025 to August 10, 2026 Up to 270,000 shares of Common Stock
Charles Van Es
Chief Sales Officer
Adoption
June 13, 2025 September 12, 2025 to March 15, 2026 Up to 60,000 shares of Common Stock
Other than as disclosed above, no other officer, director or entity controlled by such officer or director adopted , modified or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.
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Item 6. Exhibits.
Exhibit
Number Exhibit Description Incorporated by Reference Filed /
Furnished
Herewith
Form File No. Exhibit Filing Date
3.1 Second Amended and Restated Certificate of Incorporation.
8-K 001-40950 3.1
10/25/21
3.2 Amended and Restated Bylaws.
8-K 001-40950 3.2 10/25/21
4.1 Specimen Common Stock Certificate of The Vita Coco Company, Inc.
S-1 333-259825
4.1 9/27/21
4.2+
Registration Rights Agreement, by and among The Vita Coco Company, Inc. and certain security holders of The Vita Coco Company, Inc., dated as of October 20, 2021.
8-K 001-40950 10.1 10/25/21
4.3+
Investor Rights Agreement, among The Vita Coco Company, Inc., Verlinvest Beverages SA, Michael Kirban and Ira Liran, dated as of October 20, 2021.
8-K 001-40950 10.2 10/25/21
4.4 Form of Indenture
S-3
333-271583 4.4 5/2/23
10.1+X
Third Amendment to the Manufacturing and Purchasing Agreement, by and between Century Pacific Agricultural Ventures, Inc. and All Marke t Singapore Pte. Ltd, dated as of June 12, 2025.
*
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
*
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
*
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
**
101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *
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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________
* Filed herewith.
** Furnished herewith.
+ Certain portions of this exhibit (indicated by “####”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
X Certain portions of this exhibit (indicated by "[***]") have been redacted pursuant to Regulations S-K, Item 601(b)(10)(iv).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE VITA COCO COMPANY, INC.
Date: July 30, 2025
By: /s/ Martin Roper
Martin Roper
Chief Executive Officer and Director
(Principal Executive Officer)
Date: July 30, 2025
By: /s/ Corey Baker
Corey Baker
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.