Welcome to our dedicated page for Farmer Brother SEC filings (Ticker: FARM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Farmer Bros. Co. (NASDAQ: FARM) SEC filings page on Stock Titan provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. As a Nasdaq Global Select Market registrant, Farmer Brothers submits annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with other required filings.
Annual and quarterly reports such as Forms 10-K and 10-Q contain audited and unaudited financial statements, management’s discussion and analysis of financial condition and results of operations, and detailed risk factor disclosures. For Farmer Brothers, these documents discuss topics like net sales, gross profit, operating expenses, net income or loss, adjusted EBITDA, cash flows, borrowings under its revolving credit facility, pension and postretirement obligations, and stockholders’ equity. They also reference risk factors related to coffee pricing, consumer demand, competition, labor markets, inflation and the company’s turnaround strategy.
Current reports on Form 8-K capture material events and corporate actions. Recent 8-K filings for Farmer Brothers have covered the release of quarterly and annual financial results, the formation of a strategy committee to evaluate strategic alternatives, and changes to executive compensation and severance arrangements, including bonus opportunities tied to potential change in control transactions and amendments to bonus timing and performance-based restricted stock unit grants.
Stock Titan enhances these filings with AI-powered summaries that explain key points in plain language. Instead of reading an entire 10-K or 10-Q, users can review concise highlights of Farmer Brothers’ financial trends, liquidity position, capital structure and risk disclosures. For 8-K filings, AI summaries can clarify what a particular executive agreement, board decision or strategic review announcement means for the company.
In addition to periodic and current reports, this page also surfaces information relevant to insider activity when available, such as Form 4 filings that report transactions in Farmer Brothers stock by directors and officers. Real-time updates from the SEC’s EDGAR system ensure that new FARM filings appear promptly, while AI-generated insights help investors and researchers quickly understand how each document fits into the broader picture of Farmer Brothers’ coffee, tea and culinary products business.
Farmer Bros. Co. entered into a merger agreement to be acquired by Royal Cup, Inc. for $1.29 in cash per share. The board unanimously recommends stockholder approval and has called a virtual special meeting for May 1, 2026 (record date: March 19, 2026).
If approved and the other closing conditions are met, Farmer Bros. will become a wholly-owned subsidiary of Royal Cup, delist from Nasdaq and deregister under the Exchange Act. There were 21,944,882 shares outstanding as of the record date; approval requires the affirmative vote of a majority of outstanding shares. Supporting stockholders holding approximately 22.1% have entered voting agreements in favor of the merger. The merger is expected to close after customary conditions are satisfied; timing is anticipated in the company’s fiscal fourth quarter ending June 30, 2026.
Farmer Brothers Co director Terence C. O'Brien reported an "other" transaction involving 12,095 shares of Common Stock, which were transferred to his former spouse as part of a divorce settlement. This non-market restructuring leaves him with 50,094 shares of Common Stock held directly after the transfer.
Farmer Bros. Co. proposes to be acquired by Royal Cup, Inc. via merger for $1.29 per share. The Farmer Bros. board unanimously recommends stockholder approval and has called a virtual special meeting for May 1, 2026; the record date is March 19, 2026.
If approved and closed, Farmer Bros. would become a wholly-owned subsidiary of Royal Cup, delist from Nasdaq, and each outstanding share (other than treasury, Parent-held shares, or shares validly perfected for appraisal) would be converted into the right to receive $1.29 in cash without interest. Supporting stockholders holding approximately 22.1% have entered voting agreements in favor of the merger. The merger is subject to customary conditions, timing contingencies and financing arrangements, and the board and its financial advisor have concluded the cash price is fair from a financial point of view.
Farmer Brothers shareholder group led by 22NW reports owning 9.0% of the common stock and has agreed to support a planned merger with Royal Cup, Inc.
22NW and related entities report beneficial ownership of 1,955,526 shares, while Aron R. English reports 1,964,536 shares, based on 21,727,157 shares outstanding as of February 9, 2026. Under a March 3, 2026 Voting Agreement, 22NW will vote its shares in favor of approving the Merger Agreement and related transactions and has agreed not to transfer its shares before the agreement’s expiration, subject to specified terms.
Farmer Bros. Co. has agreed to be acquired by privately held Royal Cup, with each outstanding share of Farmer Brothers common stock to be converted into $1.29 in cash at closing. The merger will turn Farmer Brothers into a wholly owned subsidiary of Royal Cup and a private company, with its shares delisted from Nasdaq after completion.
The deal requires approval by a majority of Farmer Brothers shareholders and other customary conditions, including no blocking legal orders and no specified material adverse effect. Certain existing stockholders owning about 22.1% of the shares have signed voting agreements supporting the transaction.
Financing includes an equity commitment of approximately $2.8 million from Braemont funds and a committed $65 million credit facility for Royal Cup. The merger agreement features a $1,684,000 termination fee payable by Farmer Brothers in defined scenarios and a $5,000,000 reverse termination fee payable by Royal Cup’s side if they fail to close after conditions are met. Executive severance agreements were amended so that closing of the merger constitutes “Good Reason,” and certain executives entered one‑year non‑competition agreements.
Farmer Bros. Co. reported that on February 16, 2026 it amended previously disclosed Bonus Opportunities Letter Agreements with three senior executives: John Moore (President and CEO), Vance Fisher (CFO), and Jared Vitemb (Vice President, General Counsel, Chief Compliance Officer and Secretary).
The amendments revise the timing of cash bonuses and grants of performance-based restricted stock units for each executive. The filing does not describe new bonus amounts or performance targets, focusing instead on when these incentive awards will be paid or granted.
Farmer Brothers President and CEO John E. Moore III reported a tax-related share transaction. On 02/12/2026, 7,464 shares of common stock were disposed of at $1.60 per share as a tax-withholding disposition, typically to cover tax obligations on equity awards.
After this transaction, Moore directly beneficially owned 599,344 shares of common stock and indirectly owned 1,477.443 shares held in the company’s 401(k) plan.
Farmer Bros. Co. reported weaker results for the quarter and six months ended December 31, 2025. Quarterly net sales slipped to $88.9 million from $90.0 million as coffee pounds sold fell 2.7%, and six‑month sales declined 2.6% to $170.5 million. Rising green coffee commodity costs pushed cost of goods sold higher, driving gross margin down to 36.3% from 43.1% for the quarter and to 37.9% from 43.5% year‑to‑date. The company swung to a quarterly operating loss of $4.1 million and a net loss of $4.9 million, with a six‑month net loss of $8.9 million.
Operating expenses declined in both periods, helped by lower selling and administrative costs and smaller asset disposal losses, but not enough to offset margin pressure. EBITDA turned negative, and Adjusted EBITDA fell sharply to $0.5 million for the quarter and $1.8 million year‑to‑date. Operating activities used $5.8 million of cash versus positive $5.0 million a year earlier. To support liquidity, the company increased borrowings on its revolving credit facility to $21.3 million, with $24.6 million of additional availability, and ended the period with $4.2 million of cash while remaining in compliance with debt covenants.
Farmer Bros. Co. reported a challenging second quarter of fiscal 2026, moving to a net loss as margins compressed and earnings weakened. Net sales were $88.9 million, down about 1% from the prior-year quarter.
Gross profit fell to $32.3 million, or 36.3% of net sales, compared with 43.1% a year earlier, reflecting higher cost of goods sold. The company posted a net loss of $4.9 million, versus net income of $0.2 million in the prior-year period, and Adjusted EBITDA dropped to $0.5 million from $5.9 million.
Operating cash flow for the first six months was a use of $5.8 million, and cash and cash equivalents were $4.2 million as of December 31, 2025, with $24.6 million available under the revolving credit facility. Management highlighted ongoing cost controls and expects gross margin to remain above 35% for the rest of fiscal 2026.
Farmer Bros. Co. 401(k) Plan reports beneficial ownership of 1,856,308.79 shares of Farmer Bros. Co. common stock, representing 8.5% of the class, on an amended Schedule 13G.
The plan has no sole voting or dispositive power and instead shares voting and dispositive power over all reported shares. It certifies the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Farmer Bros. Co.