Westrock Coffee Co 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ Recent Sales of Unregistered Securities ​ On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. Aggregate consideration included the issuance of 39,778 shares of common stock of the Company, par value $0.01 per share (the “Company Common Shares”), and approximately $2.2 million in cash, subject to customary adjustments. The issuance of the Company Common Shares to the seller was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company Common Shares were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act, pursuant to the seller’s status as an “accredited investor,” as such term is defined in Rule 501 under the Securities Act. ​ Issuer Purchases of Equity Securities ​ The table below provides information regarding shares withheld from Westrock employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted stock. The shares of common stock withheld to satisfy tax withholding obligations may be deemed purchases of such shares required to be disclosed pursuant to this Item 2. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ ​ ​ ​ ​ ​ ​ ​ Part of ​ May Yet Be ​ ​ ​ ​ ​ Publicly Purchased ​ ​ Total Number ​ Average Price ​ Announced ​ Under the ​ ​ of Shares ​ Paid per ​ Plans or ​ Plans or Period ​ Purchased ​ Share (1) ​ Programs ​ Programs January 1, 2023 to January 31, 2023 ​ ​ — ​ ​ — ​ ​ — ​ ​ — February 1, 2023 to February 28, 2023 ​ ​ 49,404 ​ ​ $ 11.18 ​ ​ — ​ ​ — March 1, 2023 to March 31, 2023 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ ​ 49,404 ​ ​ $ 11.18 ​ ​ — ​ ​ — ​ (1) The average price paid per share is the weighted average of the fair market prices at which we calculated the number of shares withheld to cover tax withholdings for the employees. ​ Item 3. Defaults Upon Senior Securities ​ None. ​ 48 Table of Contents Item 4. Mine Safety Disclosures ​ Not applicable. ​