401(k) votes in Farmer Bros. (NASDAQ: FARM) merger plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmer Bros. Co. filed a Form 8-K to supplement its definitive proxy statement for the proposed merger with Royal Cup, Inc. The update explains how shares of common stock held in the Farmer Bros. Co. 401(k) Plan will be voted for the related special meeting.

Each 401(k) participant may direct the plan trustee how to vote shares in his or her account. If no timely instructions are received, the trustee will vote those shares in the same proportion as shares for which directions are received, with instructions due by 11:59 p.m. Eastern Time on April 28, 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Voting instruction deadline: 11:59 p.m. Eastern Time on April 28, 2026 Commission File Number: 001-34249 IRS Employer Identification Number: 95-0725980

3 metrics

Voting instruction deadline 11:59 p.m. Eastern Time on April 28, 2026 Cutoff for Farmer Bros. 401(k) participants to direct trustee voting

Commission File Number 001-34249 Farmer Bros. Co. SEC registration identifier in the Form 8-K

IRS Employer Identification Number 95-0725980 Farmer Bros. Co. federal tax identification number

Key Terms

definitive proxy statement, 401(k) Plan, Agreement and Plan of Merger, Merger Sub, +1 more

5 terms

definitive proxy statement regulatory

"The Company is supplementing its definitive proxy statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

401(k) Plan financial

"shares held in the Farmer Bros. Co. 401(k) Plan (the “401(k) Plan”)"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Agreement and Plan of Merger regulatory

"proposed merger pursuant to an Agreement and Plan of Merger with Royal Cup, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Sub regulatory

"BP I Brew Merger Sub Inc. (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

participants in the solicitation regulatory

"The Company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

Understanding 8-K Material Events →

04/24/2026 - 04:15 PM

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): April 24, 2026

FARMER BROS. CO.

(Exact Name Of Registrant As Specified In Its Charter)

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

14501 N. Fwy
Fort Worth, Texas 76177

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (682) 549-6600

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 (see General Instruction A.2. below):

¨	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		Name of each exchange on which registered
Common Stock, par value $1.00 per share		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 8.01 Other Events.

Farmer Bros. Co. (the “Company”) is supplementing its definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026, as described in this Current Report on Form 8-K, in order to clarify how shares held in the Farmer Bros. Co. 401(k) Plan (the “401(k) Plan”) for which no voting instructions are timely provided to the trustee of the 401(k) Plan (the “401(k) Trustee”) will be voted. The disclosure set forth below supplements and, to the extent inconsistent, supersedes the disclosure under the Q&A captioned ‘How do I vote if I am a 401(k) participant?’ on page 15 of the definitive proxy statement.

Each 401(k) participant has the right to direct the 401(k) Trustee on how to vote the shares of common stock held in his or her 401(k) account. The 401(k) Trustee will vote all of the shares for which no timely voting directions (including any direction to abstain) are received from 401(k) participants in the same proportion as those shares of common stock for which timely voting directions are received from 401(k) participants. Voting directions must be received no later than 11:59 p.m. Eastern Time on April 28, 2026 in order to be timely received by the 401(k) Trustee. If you are a 401(k) participant and want to revoke any prior voting directions you provided to the 401(k) Trustee in respect of the special meeting, you must contact the 401(k) Trustee.

Additional Information and Where to Find It

This communication is being made in connection with the proposed merger pursuant to an Agreement and Plan of Merger with Royal Cup, Inc., BP I Brew Merger Sub Inc. (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving. In connection with the Merger, the Company has filed with the SEC and mailed to its stockholders a definitive proxy statement and will file certain other documents regarding the Merger with the SEC. This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders of the Company will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available to stockholders of the Company free of charge on the Company’s website at https://www.farmerbros.com or by written request to our Corporate Secretary at 14501 N Fwy, Fort Worth, Texas 76177, Attn: Corporate Secretary.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on September 11, 2025, its Amendment No. 1 to Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the SEC on October 24, 2025, and in other documents filed with the SEC by the Company and its officers and directors.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials in connection with the transaction to be filed with the SEC when they become available.

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 hereunto duly authorized.

	FARMER BROS. CO.

	By:	/s/ Jared Vitemb
		Name: Jared Vitemb
		Title: Vice President, General Counsel, Chief Compliance Officer and Secretary

Date: April 24, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What does Farmer Bros. Co. (FARM) announce in this Form 8-K?

Farmer Bros. Co. supplements its definitive proxy statement for the proposed merger with Royal Cup, Inc. The update clarifies how shares in the company’s 401(k) Plan will be voted for the special meeting, especially when participants do not submit timely voting instructions.

How will uninstructed 401(k) shares be voted in the Farmer Bros. (FARM) merger?

Shares in the Farmer Bros. Co. 401(k) Plan without timely voting directions will be voted by the trustee in the same proportion as shares for which participants provided directions. This applies to all uninstructed shares of common stock held in the 401(k) accounts for the special meeting.

What is the deadline for Farmer Bros. (FARM) 401(k) participants to submit voting directions?

Voting directions from Farmer Bros. Co. 401(k) participants must be received by the trustee no later than 11:59 p.m. Eastern Time on April 28, 2026. Directions can include choices to vote for, against, or abstain on the merger-related proposals at the special meeting.

How can Farmer Bros. (FARM) 401(k) participants revoke prior voting instructions?

401(k) participants who want to revoke earlier voting directions for the special meeting must contact the 401(k) trustee. The filing explains that changes to voting instructions are handled directly through the trustee responsible for administering and voting the Farmer Bros. Co. 401(k) Plan shares.

Where can Farmer Bros. Co. (FARM) stockholders find the merger proxy materials?

Stockholders can access the definitive proxy statement and related merger documents on the SEC’s website at sec.gov and on Farmer Bros. Co.’s website at farmerbros.com. Copies are also available free of charge by written request to the company’s Corporate Secretary at its Fort Worth address.

Who may be considered participants in the Farmer Bros. (FARM) proxy solicitation for the merger?

Farmer Bros. Co., its directors, and certain executive officers may be considered participants in soliciting proxies for the merger. Information about these individuals and their interests appears in the company’s Form 10-K, its amendment, and other documents filed with the SEC and referenced in the proxy statement.

Filing Exhibits & Attachments

3 documents