Every 8-K that Farmer Bros Co (FARM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FARM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FARM filings page.
Farmer Bros. Co. completed its previously announced merger with Royal Cup, Inc. on May 5, 2026, becoming a wholly owned private subsidiary. Each share of Farmer Brothers common stock was canceled and converted into the right to receive $1.29 in cash, with an aggregate purchase price of about $28.3 million, including equity awards.
Outstanding restricted stock units, cash-settled RSUs and performance-based RSUs were converted into cash-based rights tied to the same time-based vesting terms, using the $1.29 Merger Consideration. In-the-money stock options were cashed out based on the spread to $1.29, while underwater options were canceled.
The company terminated its existing credit agreement at closing, and Royal Cup financed the transaction with equity commitments from Braemont Partners funds and third-party debt from White Oak Commercial Finance. Farmer Brothers notified Nasdaq of the merger, requested suspension of trading and delisting via Form 25, and plans to file Form 15 to deregister its stock and suspend Exchange Act reporting.
All pre-merger directors resigned and were replaced by former Merger Sub directors, and senior executives agreed to resign with separation agreements. The company’s certificate of incorporation and bylaws were amended and restated effective at closing.
Farmer Bros. Co. stockholders approved the Agreement and Plan of Merger under which the company will be acquired by Royal Cup, Inc. and become its wholly owned subsidiary. At the special meeting, 13,931,965 votes were cast in favor of the merger and 1,922,713 against, with 174,645 abstentions.
As of the March 19, 2026 record date, 21,944,882 common shares were outstanding and entitled to vote. Stockholders also approved, on a non-binding advisory basis, the potential compensation payable to named executive officers in connection with the merger, and approved a proposal allowing adjournment of the meeting if additional proxy solicitation had been needed.
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.
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 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. 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.
Farmer Bros. Co. furnished an update announcing it issued a press release with financial results for its first fiscal quarter ended September 30, 2025, and scheduled an audio-only investor call at 5:00 p.m. Eastern on November 6, 2025.
The press release is available under “Investors” on the company’s website and is attached as Exhibit 99.1. A webcast replay will be available about two hours after the event and remain accessible for at least 30 days. The information was furnished under Item 2.02 and is not deemed filed under the Exchange Act.
Farmer Bros. Co. filed a current report to note that it has released its financial results for the fourth fiscal quarter ended June 30, 2025. The company issued a press release on September 11, 2025, and made it available in the Investor Relations section of its website and as Exhibit 99.1 to this report.
Farmer Bros. Co. is also hosting an audio-only investor conference call at 5:00 p.m. Eastern time (4:00 p.m. Central time) on September 11, 2025 to review these quarterly results. Interested participants can access a live webcast and, afterward, a replay that will remain available for at least 30 days on the company’s website.
The earnings information and related exhibit are being furnished rather than filed under securities laws, which limits their exposure to certain Exchange Act liabilities and affects how they may be incorporated by reference into future registration statements or other filings.
Farmer Bros. Co. updated executive severance and bonus arrangements tied to potential change in control events. The company entered into second amended and restated severance agreements with its President and CEO John Moore, CFO Vance Fisher, and VP, General Counsel, Chief Compliance Officer and Secretary Jared Vitemb. The new agreements clarify that a material base salary reduction qualifies as “Good Reason” only if it is not part of a broad reduction outside the one-year change in control period, and they increase severance so that a qualifying termination during that period pays two times the executive’s annual target short-term incentive plan amount instead of a prorated award.
Farmer Bros. also granted Bonus Opportunities Letter Agreements. Moore, Fisher and Vitemb can earn $400,000, $350,000 and $200,000, respectively, if the company closes a change in control transaction by January 1, 2026. If no transaction closes by that date, these bonus amounts are cut in half and paid after January 1, 2026, and on January 2, 2026 the compensation committee will grant performance-based RSUs with grant values of $300,000 to Moore, $75,000 to Fisher and $37,500 to Vitemb.