Farmer Brothers director exits in $1.29 merger

FARMER BROTHERS CO director Terence C. O'Brien reported a disposition of common stock tied to the company’s merger with Royal Cup, Inc. In the transaction, he surrendered 35,571 shares of common stock at $1.29 per share as a disposition to the issuer.

Rhea-AI Filing Summary

FARMER BROTHERS CO director Terence C. O'Brien reported a disposition of common stock tied to the company’s merger with Royal Cup, Inc. In the transaction, he surrendered 35,571 shares of common stock at $1.29 per share as a disposition to the issuer.

Under the Agreement and Plan of Merger, each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 in cash at the merger’s effective time, leaving O'Brien with zero shares afterward. The company’s board approved this disposition under Rule 16b-3.

Insider Trade Summary

Disposition: 35,571 shares

Disposition 1 txn

Insider OBRIEN TERENCE C

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	35,571	$1.29	$46K

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares disposed: 35,571 shares Merger cash consideration: $1.29 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 35,571 shares Common Stock disposed on 2026-05-05

Merger cash consideration $1.29 per share Cash paid for each share of Common Stock at Effective Time

Post-transaction holdings 0 shares Total shares held by Terence C. O'Brien following disposition

Transaction code D Disposition to issuer under SEC Form 4 coding

Merger agreement date March 3, 2026 Agreement and Plan of Merger execution date

Key Terms

Agreement and Plan of Merger, Effective Time, Rule 16b-3, Disposition to issuer

4 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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

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"

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.

Disposition to issuer financial

"The disposition of the securities by the Reporting Person in the Merger was approved by the Company's board of directors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the latest Form 4 for FARMER BROTHERS CO (FARM) show?

The Form 4 shows director Terence C. O'Brien disposed of 35,571 shares of Farmer Brothers common stock at $1.29 per share. The transaction occurred in connection with a merger where all outstanding common shares were converted into the right to receive cash.

How many FARM shares did Terence C. O'Brien dispose of and at what price?

Terence C. O'Brien disposed of 35,571 shares of Farmer Brothers common stock at $1.29 per share. This occurred as part of a merger transaction in which each outstanding share was cancelled and converted into a cash payment right at the same price.

What happens to FARMER BROTHERS CO common stock in the Royal Cup merger?

In the merger with Royal Cup, each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 in cash. After the effective time, the issuer became a wholly owned subsidiary of Royal Cup’s parent company.

Did Terence C. O'Brien retain any FARMER BROTHERS CO shares after this transaction?

After the disposition, Terence C. O'Brien reported holding zero shares of Farmer Brothers common stock. His 35,571 shares were surrendered at $1.29 per share as part of the merger, consistent with all outstanding shares being converted into cash consideration at the effective time.

What is Rule 16b-3 approval mentioned in the FARM Form 4 footnote?

Rule 16b-3 is an SEC rule governing insider transactions approved by a company’s board. The footnote notes that O'Brien’s disposition in the merger was approved by the board in the manner contemplated by Rule 16b-3, providing a regulatory framework for this issuer-related transaction.

Who are the parties to the FARMER BROTHERS CO merger referenced in the Form 4?

The merger agreement is among Farmer Brothers Co., Royal Cup, Inc. as the parent, and BP I Brew Merger Sub Inc. Merger Sub merged into Farmer Brothers, with Farmer Brothers surviving as a wholly owned subsidiary of Royal Cup’s parent at the effective time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/05/2026 - 03:55 PM EDT Learn about SEC filing dates

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

X

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^*

OBRIEN TERENCE C

(Last) (First) (Middle)

14501 NORTH FREEWAY

(Street)

FORT WORTH TEXAS 76177

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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

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

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

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	05/05/2026		D		35,571(1)	D	$1.29	0	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. 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.

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for Terence C. O'Brien	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)