Farmer Bros. (FARM) VP exits 42,640 shares and RSUs in $1.29-per-share cash merger
Rhea-AI Filing Summary
Farmer Bros. Co. vice president of sales Brian David Miller disposed of his equity as part of the company’s merger with Royal Cup, Inc. All 42,640 shares of common stock he held were cancelled and converted into the right to receive $1.29 per share in cash under the merger terms.
In addition, 25,000 cash-settled restricted stock units tied to an equal number of common shares were cancelled, with the holder receiving a cash payment based on $1.29 per underlying share plus accrued dividend equivalents, less taxes. Following these transactions, Miller no longer holds Farmer Bros. common stock or related RSUs. The dispositions were approved by the board of directors under Rule 16b-3.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 42,640 shares
Net Sell
2 txns
Insider
Miller Brian David
Role
Vice President of Sales
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Cash-Settled Restricted Stock Units | 25,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 42,640 | $1.29 | $55K |
Holdings After Transaction:
Cash-Settled Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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.
- F2. 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.
- F3. 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
Common shares disposed: 42,640 shares
Merger cash price: $1.29 per share
RSUs cancelled: 25,000 units
+2 more
5 metrics
Common shares disposed
42,640 shares
Cancelled and converted to $1.29 cash per share in merger
Merger cash price
$1.29 per share
Cash consideration for each outstanding Farmer Bros. common share
RSUs cancelled
25,000 units
Cash-settled restricted stock units tied to common stock cancelled
Underlying RSU shares
25,000 shares
Number of common shares underlying cancelled Issuer RSUs
Post-transaction holdings
0 shares
Total common shares held after merger-related dispositions
Key Terms
Agreement and Plan of Merger, Cash-Settled Restricted Stock Units, Issuer RSUs, Equity Plans, +2 more
6 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.
Cash-Settled Restricted Stock Units financial
""Cash-Settled Restricted Stock Units""
Issuer RSUs financial
"each of the Issuer's restricted stock units, including time-based, cash-based and performance-based restricted stock units (collectively, the "Issuer RSUs")"
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"
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 did FARM vice president Brian David Miller report in this Form 4?
He reported the disposition of all his FARM equity in connection with a merger. 42,640 common shares and 25,000 cash-settled restricted stock units were cancelled and converted into cash rights based on $1.29 per underlying share, leaving him with no remaining holdings.
How were FARM cash-settled restricted stock units treated in the merger?
Each outstanding restricted stock unit was cancelled and replaced with a contingent right to receive cash. The payment equals the number of underlying common shares multiplied by $1.29, plus accrued dividend equivalent rights, minus applicable withholding taxes, following the terms described for Issuer RSUs.
Does Brian David Miller still own FARM common stock after these transactions?
No, he does not. After cancelling and cashing out 42,640 common shares at $1.29 per share and cancelling 25,000 related restricted stock units, the Form 4 shows his total shares following the transactions as zero, reflecting the completion of his equity disposition.
What role did Rule 16b-3 play in Brian David Miller’s FARM Form 4 disposal?
The disposition of securities in the merger was approved by Farmer Bros.’ board of directors under Rule 16b-3. This rule allows board-approved transactions between an issuer and its officers or directors to receive specific treatment under the Securities Exchange Act, helping address short-swing profit concerns.
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