Farmer Brothers (FARM) CEO stock cashed out in $1.29-per-share merger deal

Rhea-AI Filing Summary

FARMER BROTHERS CO President and CEO John E. Moore III reported the cash-out of his common stock in connection with the company’s merger with Royal Cup, Inc. Under the merger agreement, each share of Farmer Brothers common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.

Moore disposed of 599,344 shares held directly and 1,476.2036 shares held through the company’s 401(k) plan, both at $1.29 per share, leaving him with 0 shares of common stock reported after the transaction. The filing also explains that all outstanding restricted stock units granted under the company’s equity plans will be cancelled at the merger’s effective time and exchanged for cash equal to the number of underlying shares multiplied by $1.29, plus any accrued and unpaid dividend equivalent rights, less applicable taxes, generally maintaining the original vesting conditions.

Insights

M&A and governance analyst

CEO’s entire equity stake is cashed out at $1.29 per share in a going-private merger.

The transaction shows Farmer Brothers completing its merger with Royal Cup, Inc., where each common share converts into the right to receive $1.29 in cash. John E. Moore III’s holdings, including 401(k) shares, are fully disposed of back to the issuer under the merger terms.

All outstanding restricted stock units under the company’s equity plans are cancelled and replaced with cash rights equal to underlying shares multiplied by $1.29, plus dividend equivalents, less taxes. These awards generally keep their time-based vesting schedules, so value realization for holders is tied to the original vesting conditions after the Effective Time.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MOORE JOHN E. III

Role President and CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	599,344	$1.29	$773K
Disposition	Common Stock	1,476.204	$1.29	$2K

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, Held in the Company's 401(k) Plan)

Footnotes (1)

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: $1.29 per share Direct shares disposed: 599,344 shares 401(k) shares disposed: 1,476.2036 shares +1 more

4 metrics

Merger cash price $1.29 per share Cash consideration for each common share at Effective Time

Direct shares disposed 599,344 shares Common Stock, disposition to issuer at $1.29 per share

401(k) shares disposed 1,476.2036 shares Common Stock held in company 401(k) plan, disposed at $1.29

Post-transaction holdings 0 shares Total common shares reported after merger-related disposition

Key Terms

Agreement and Plan of Merger, restricted stock units, Rule 16b-3, dividend equivalent rights, +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.

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.

withholding taxes financial

"plus any accrued and unpaid dividend equivalent rights ... less any applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

Form 4 Insider Transactions: What Each Field Means →

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^*

MOORE JOHN E. III

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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(1)(2)(3)		599,344	D	$1.29	0	D
Common Stock	05/05/2026		D(1)		1,476.2036	D	$1.29	0	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:

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.

2. 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.

3. 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).

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for John E. Moore III	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)

FAQ

What did FARM (Farmer Brothers Co) CEO John E. Moore III report in this Form 4?

He reported disposing of all his Farmer Brothers common stock in connection with a merger. This included 599,344 directly held shares and 1,476.2036 shares in the company’s 401(k) plan, each converted into the right to receive $1.29 per share in cash.

At what price were FARM (Farmer Brothers Co) shares cashed out in the merger?

Each share of Farmer Brothers common stock was converted into the right to receive $1.29 in cash. This fixed cash amount applied to all issued and outstanding shares immediately before the merger’s effective time, with payments made in cash and without interest.

How many FARM shares did the CEO dispose of in this Form 4 filing?

John E. Moore III disposed of 599,344 shares held directly and 1,476.2036 shares held through the company’s 401(k) plan. All were surrendered to the issuer in the merger at $1.29 per share, leaving him with zero reported common shares afterward.

What happens to Farmer Brothers (FARM) restricted stock units under the merger agreement?

All outstanding restricted stock units are cancelled at the merger’s effective time and exchanged for cash. Holders receive shares-times-$1.29 plus accrued dividend equivalent rights, less taxes, while generally preserving original time-based vesting and employment-termination terms described for those awards.

Was the CEO’s FARM share disposition an open-market sale?

No. The Form 4 shows a disposition to the issuer under the merger agreement, not an open-market trade. Shares were automatically cancelled and converted into the right to receive $1.29 per share in cash when the merger became effective.

Which companies are involved in the Farmer Brothers (FARM) merger referenced in this Form 4?

The merger involves Farmer Brothers Co, Royal Cup, Inc. as the parent, and BP I Brew Merger Sub Inc. Merger Sub combined with Farmer Brothers, which survives as a wholly owned subsidiary of Royal Cup after the effective time.