[Form 4] Farmer Bros Co Insider Trading Activity

Rhea-AI Filing Summary

Lionsgate Studios Corp. (LION) – Form 4 insider transaction

The filing discloses three equity transactions by Chief Financial Officer James W. Barge on 07/03/2025 related to the vesting of previously granted restricted share units (RSUs):

• 47,996 common shares acquired at $0 cost upon vesting of 75% of a performance-based RSU grant (Transaction Code A).
• 24,664 shares automatically withheld and cancelled at $5.80 to cover tax liabilities arising from the vesting of 63,994 RSUs (Code F).
• 24,372 shares likewise withheld at $5.85 to satisfy taxes on the newly vested performance RSUs (Code F).

After the netted transactions, the executive’s direct beneficial ownership stands at 1,700,204 common shares, an increase of 23,624 shares compared with the 1,676,580 shares reported after the first withholding entry. No open-market purchases or sales occurred; all movements were administrative in nature under the 2025 Performance Incentive Plan.

The footnotes reveal an additional 529,772 unvested RSUs with various vesting schedules between July 2025 and July 2028, underscoring continued equity alignment with shareholders.

Overall, the filing signals routine equity compensation activity with modest ownership accretion for the CFO and no immediate cash outlay by the insider.

Positive

• Net increase of 23,624 shares in CFO ownership, indicating stronger insider alignment.
• Vesting of performance-based RSUs confirms that company performance targets have been met.

Negative

• No open-market purchases; shares were acquired through automatic vesting only, limiting bullish signalling value.
• Administrative share withholding for taxes introduces minor dilution without cash inflow to the company.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; CFO nets +23.6k shares, no market buying or selling.

The transactions are classic administrative moves tied to long-term incentive awards. The single acquisition entry (Code A) reflects the performance hurdle being met, converting 47,996 RSUs into common shares at zero cost. The paired Code F entries demonstrate tax-withholding mechanics—shares are surrendered back to the issuer instead of cash payments. Importantly, the CFO’s total share count still rises to 1.7 million, reinforcing insider alignment. There is no price discovery implication because no shares changed hands in the market. From a valuation or governance standpoint, the disclosure is neutral but mildly reassuring that performance criteria were achieved.

Governance & Insider-Trading Specialist

TL;DR: Neutral governance impact; insider ownership inching upward via vesting.

Investors often track Form 4s for opportunistic buying or selling signals. Here, all activity stems from pre-scheduled incentive plans. The increase in ownership is positive on the margin, yet the absence of open-market buying limits the signal’s strength. The sizable unvested RSU balance (half-million shares) suggests the executive remains locked in for multi-year performance periods, aligning interests but also introducing future dilution. I classify the market impact as minimal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MOORE JOHN E. III

(Last) (First) (Middle)

14501 NORTH FREEWAY

(Street)

FORT WORTH TX 76177

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FARMER BROTHERS CO [ FARM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/03/2025		F		2,022	D	$1.46	379,755	D
Common Stock								1,480	I	Held in the Company's 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for John E. Moore III	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Lionsgate Studios (LION) shares does CFO James W. Barge now own?

After the 07/03/2025 transactions, he directly owns 1,700,204 common shares.

What type of shares were acquired in this Form 4 filing?

The CFO received 47,996 common shares from the vesting of performance RSUs at no cost.

Were any shares purchased on the open market?

No. All share movements were internal—RSU vesting and tax-withholding cancellations—so no market purchases or sales occurred.

How many unvested RSUs does the CFO still hold?

Footnotes indicate 529,772 unvested RSUs scheduled to vest between July 2025 and July 2028.

What do the Code F transactions signify?

Code F denotes shares withheld and cancelled to cover tax obligations arising from RSU vesting.