Merger pays Farmer Brothers (FARM) executive $1.29 per share in cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Farmer Brothers VP and General Counsel Jared Vitemb disposed of his common stock in connection with the company’s merger with Royal Cup, Inc. At the merger’s effective time, each share of Farmer Brothers common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.
Vitemb returned 8,540.0847 shares held in the company’s 401(k) plan and 192,114 shares held directly to the issuer at $1.29 per share, leaving him with 0 shares reported after the transactions. The board approved this issuer disposition under Rule 16b-3. The merger agreement also cancels outstanding restricted stock units and replaces them with a cash right equal to the number of underlying shares (performance units at the greater of target or actual performance) multiplied by $1.29, plus any accrued dividend equivalent rights, less taxes.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Vitemb Jared
Role
VP, General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 192,114 | $1.29 | $248K |
| Disposition | Common Stock | 8,540.085 | $1.29 | $11K |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, Held in Company's 401(k) Plan)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated March 3, 2026, by and among the Issuer, Royal Cup, Inc. ("Parent") and BP I Brew Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $1.00 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $1.29 per share of Common Stock in cash, without interest. The disposition of the securities by the Reporting Person in the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Pursuant to the Merger Agreement, each of the Issuer's restricted stock units, including time-based, cash-based and performance-based restricted stock units (collectively, the "Issuer RSUs") that have been granted under the Issuer's Amended and Restated 2017 Long-Term Incentive Plan or 2020 Inducement Incentive Plan (together, the "Equity Plans") and are outstanding as of immediately prior to the Effective Time will be cancelled and terminated as of the Effective Time. In exchange therefor, each holder of Issuer RSUs will have the contingent right to receive from the surviving corporation in the Merger an amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of Common Stock subject to such Issuer RSU (in the case of any performance-based Issuer RSU, with the applicable performance metrics at the greater of target level or actual performance) by (2) $1.29 in cash without interest, plus any accrued and unpaid dividend equivalent rights with respect to such Issuer RSU, less any applicable withholding taxes. The cash-based awards are subject to the same terms and conditions as are applicable to the corresponding Issuer RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment, with performance-based restricted stock units having a time-based vesting date of the last day of the performance period applicable to the corresponding Issuer RSU).
Key Figures
Merger cash price per share: $1.29 per share
Indirect shares disposed: 8,540.0847 shares
Direct shares disposed: 192,114 shares
+2 more
5 metrics
Merger cash price per share
$1.29 per share
Cash consideration for each share of common stock in merger
Indirect shares disposed
8,540.0847 shares
Common stock held in company 401(k) plan returned to issuer at $1.29
Direct shares disposed
192,114 shares
Directly held common stock returned to issuer at $1.29
Shares after transaction
0 shares
Total shares of Farmer Brothers common stock reported following merger disposition
RSU cash conversion rate
$1.29 per underlying share
Cash amount per share for cancelled restricted stock units plus dividend equivalents
Key Terms
Agreement and Plan of Merger, restricted stock units, Equity Plans, Rule 16b-3, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated March 3, 2026, by and among the Issuer, 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.
restricted stock units financial
"each of the Issuer's restricted stock units, including time-based, cash-based and performance-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Equity Plans financial
"granted under the Issuer's Amended and Restated 2017 Long-Term Incentive Plan or 2020 Inducement Incentive Plan (together, the "Equity Plans")"
Rule 16b-3 regulatory
"approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
dividend equivalent rights financial
"plus any accrued and unpaid dividend equivalent rights with respect to such Issuer RSU, less any applicable withholding taxes"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
FAQ
What insider transaction did FARM VP Jared Vitemb report on this Form 4?
Jared Vitemb reported returning his Farmer Brothers common stock to the company in a merger-related issuer disposition. He disposed of indirect shares in the 401(k) plan and direct holdings, with all reported shares cancelled and converted into cash at $1.29 per share.
What merger transaction affected Farmer Brothers (FARM) common stock?
Farmer Brothers entered an Agreement and Plan of Merger with Royal Cup, Inc. and a merger subsidiary. At the effective time, the merger cancelled each outstanding Farmer Brothers common share and converted it into the right to receive $1.29 per share in cash, without interest.
How are Farmer Brothers (FARM) restricted stock units treated in the merger?
Outstanding restricted stock units under Farmer Brothers’ 2017 and 2020 equity plans are cancelled at the merger’s effective time. Each RSU gives a contingent right to cash equal to underlying shares times $1.29, plus accrued dividend equivalents, less applicable withholding taxes, following existing vesting terms.
Does Jared Vitemb hold any FARM common stock after the merger transaction?
No. After the merger-related dispositions, the Form 4 reports that Jared Vitemb holds zero shares of Farmer Brothers common stock, both for the shares previously held in the company’s 401(k) plan and for his directly held shares, all converted into cash at $1.29 per share.