Farmer Brothers director exits in $1.29-per-share merger

Farmer Brothers Co director Waheed Zaman reported a disposition of all his common shares in connection with the company’s merger.

Rhea-AI Filing Summary

Farmer Brothers Co director Waheed Zaman reported a disposition of all his common shares in connection with the company’s merger. On this Form 4, he disposed of 104,521 shares of common stock at $1.29 per share, leaving him with zero shares directly owned.

The transaction reflects the closing of a merger under an Agreement and Plan of Merger among Farmer Brothers, Royal Cup, Inc. and BP I Brew Merger Sub Inc. At the effective time, each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 in cash, without interest. The disposition was approved by the board under Rule 16b-3.

Insider Trade Summary

Disposition: 104,521 shares

Disposition 1 txn

Insider ZAMAN WAHEED

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	104,521	$1.29	$135K

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: 104,521 shares Merger cash price: $1.29 per share Shares after transaction: 0 shares

3 metrics

Shares disposed 104,521 shares Common stock surrendered in merger-related disposition

Merger cash price $1.29 per share Cash consideration for each outstanding common share at effective time

Shares after transaction 0 shares Total common shares directly owned by Waheed Zaman after disposition

Key Terms

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

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"

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.

Merger financial

"Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger")"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

FAQ

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

What insider transaction did Waheed Zaman report for FARM on this Form 4?

Waheed Zaman reported a disposition of 104,521 shares of Farmer Brothers common stock. The shares were surrendered to the issuer in connection with a merger and converted into the right to receive $1.29 per share in cash, leaving him with no directly owned shares.

What price per share did Farmer Brothers (FARM) shareholders receive in the merger?

Each share of Farmer Brothers common stock was converted into the right to receive $1.29 in cash. This cash consideration applied to every issued and outstanding share at the effective time of the merger, with no interest paid on the merger consideration per share.

How many FARM shares did Waheed Zaman hold after the reported merger transaction?

After the reported merger-related disposition, Waheed Zaman held zero shares of Farmer Brothers common stock directly. His 104,521 shares were cancelled and converted into the right to receive $1.29 per share in cash under the terms of the merger agreement.

What corporate transaction triggered the Form 4 filing for FARM by Waheed Zaman?

The filing was triggered by a merger in which BP I Brew Merger Sub Inc. merged into Farmer Brothers. Farmer Brothers survived as a wholly owned subsidiary of Royal Cup, Inc., and each outstanding common share was cancelled and converted into cash consideration of $1.29 per share.

Was Waheed Zaman’s FARM share disposition approved under Rule 16b-3?

Yes. The disposition of securities by Waheed Zaman in the merger was approved by the company’s board of directors. The approval occurred in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, according to the footnote disclosure.

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

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Accepted by SEC EDGAR 05/05/2026 - 03:53 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^*

ZAMAN WAHEED

(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(1)		104,521	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:

	Jared Vitemb, Attorney-in-Fact for Waheed Zaman	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)