Farmer Brothers (FARM) CFO Receives 125K RSU Award, Vesting Over 3 Years

Rhea-AI Filing Summary

Vance R. Fisher, Chief Financial Officer of Farmer Brothers Co (FARM), was granted 125,000 restricted stock units (RSUs) effective 09/15/2025. The RSUs vest in three equal annual installments beginning 09/15/2026 and will settle in common stock upon vesting, subject to Mr. Fisher's continued service and the 2017 Long-Term Incentive Plan's acceleration provisions. Following the grant, the reporting person beneficially owns 216,895 shares. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Retention-focused award: The RSUs vest over three years, supporting executive retention
• Alignment with shareholders: Settlement in common stock aligns executive compensation with shareholder outcomes
• Transparent disclosure: Transaction and post-grant beneficial ownership (216,895 shares) are reported on Form 4

Negative

• Potential dilution: RSUs settle in common stock, which will increase outstanding shares upon vesting
• Missing valuation: The filing does not disclose the grantair value or dollar amount, limiting assessment of materiality
• No performance details disclosed: The document does not state whether vesting is solely time-based or includes performance conditions

Insights

Corporate Governance Expert

TL;DR: A routine executive equity grant designed for retention and alignment; no direct disclosure of extraordinary terms or immediate dilution magnitude.

The Form 4 discloses a standard RSU award to the CFO with three-year graded vesting, which is commonly used to retain senior executives and align their interests with shareholders. The award will settle in common stock, indicating future issuance of shares upon vesting. The filing does not disclose grant value, fair value assumptions, or any change to existing compensation policy. From a governance standpoint, the transaction is transparent and follows the company017 Plan mechanics described in the filing.

Compensation Analyst

TL;DR: The 125,000 RSU grant is material to executive pay but the filing lacks dollar valuation and performance conditions.

The disclosed RSU grant vests in three equal annual tranches, a standard structure that balances retention with multi-year performance incentives. The units will convert to common stock at vesting, implying potential share issuance and dilution over the vesting period. The filing does not state whether the RSUs are time-based only or tied to performance metrics beyond the Plan nd RSU agreement cceleration provisions, so assessment of pay-for-performance linkage cannot be completed from this document alone.

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).

1. Name and Address of Reporting Person^*

Fisher Vance Ratliff

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		125,000(1)	A	$0	216,895	D

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:

1. Represents a grant of restricted stock units ("RSUs") under the 2017 Long-Term Incentive Plan (the "2017 Plan") which were granted effective September 15, 2025 ("Grant Date"). The RSUs will vest in three equal installments on each of the first three anniversaries of the Grant Date, beginning on September 15, 2026, and will settle in common stock upon vesting, subject to the reporting person's continued service to the Company and the acceleration provisions of the 2017 Plan and RSU grant agreement.

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for Vance R. Fisher	09/17/2025
	** 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

What insider transaction did FARM disclose for Vance R. Fisher?

Fisher received 125,000 RSUs effective 09/15/2025, per the Form 4 filing.

When do the RSUs granted to FARM's CFO vest?

They vest in three equal installments on each of the first three anniversaries beginning 09/15/2026.

How many shares does the reporting person own after the grant?

216,895 shares beneficially owned following the reported transaction.

Will the awarded RSUs convert to stock or cash?

The RSUs will settle in common stock upon vesting, subject to continued service and plan provisions.

Who signed the Form 4 filing for Vance R. Fisher?

Jared Vitemb, Attorney-in-fact, signed the Form 4 on 09/17/2025.