[8-K] FARMER BROTHERS CO Reports Material Event

Rhea-AI Filing Summary

Farmer Bros. Co. reported changes to bonus arrangements for three senior executives. On December 8, 2025, the company amended previously disclosed Bonus Opportunities Letter Agreements with 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 bonuses and grants of performance-based restricted stock units for each executive, and allow payment of each executive’s full bonus amount based on the achievement of specified milestones. No cash amounts or share quantities are disclosed in this report.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2025

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-34249		95-0725980
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14501 N Fwy, Fort Worth, Texas 76177

(Address of Principal Executive Offices) (Zip Code)

(682) 549-6600

(Registrant’s Telephone Number, Including Area Code)

None

(Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $1.00 par value		FARM		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2025, Farmer Bros. Co. entered into amendments to the previously disclosed Bonus Opportunities Letter Agreements with each of John Moore, President and Chief Executive Officer, Vance Fisher, Chief Financial Officer, and Jared Vitemb, Vice President, General Counsel, Chief Compliance Officer and Secretary (collectively, the “Executives”), to revise the timing of the bonuses and grants of performance-based restricted stock units to each Executive, allowing for payment of each Executive’s full bonus amount based on the achievement of certain milestones.

SIGNATURE

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 hereunto duly authorized.

Date:     December 11, 2025

	FARMER BROS. CO.
	By:	/s/ Jared Vitemb
		Jared Vitemb VP, General Counsel, Secretary and Chief Compliance Officer