Farmer Brothers (FARM): CEO RSU Grant and Small Insider Sale Reported

Rhea-AI Filing Summary

Insider transactions by John E. Moore III, President and CEO of Farmer Brothers Co (FARM). The filing reports a grant of 250,000 restricted stock units (RSUs) effective September 15, 2025 that vest in three equal annual installments beginning September 15, 2026 and will settle in common stock upon vesting, subject to continued service and plan acceleration provisions. The report also shows a disposition of 3,062 shares sold at $1.85 on September 15, 2025 and indicates 629,755 shares beneficially owned after the RSU grant (626,693 after the sale), plus 1,479.71 shares held in the company 401(k) plan. The form was signed by an attorney-in-fact on behalf of Mr. Moore.

Positive

• 250,000 RSU grant provides long-term alignment between the CEO and shareholders through multi-year vesting
• Vesting over three years delays immediate dilution and ties realized value to future stock performance

Negative

• 3,062-share sale at $1.85 was executed the same day as the grant (noted as a disposition), which could be viewed as partial liquidity of holdings

Insights

Corporate Governance Expert

TL;DR: CEO received a sizeable RSU grant aligning pay with long-term performance; a small sale occurred concurrently.

The 250,000 RSU award is a clear long-term incentive instrument that vests over three years, which typically aligns executive interests with shareholder value over time. The grant's terms—settlement in common stock and time-based vesting—are standard for retention and performance alignment. The reported sale of 3,062 shares at $1.85 appears minor relative to total holdings. No additional compensation details or performance conditions beyond vesting and plan provisions are disclosed in this Form 4.

Securities Analyst

TL;DR: The disclosure shows material insider ownership increase via RSUs but no new cash compensation; sale size is small.

The RSU grant increases potential diluted ownership upon settlement and is material in absolute share count. Vesting over three years delays dilution and ties value to future stock performance. The 3,062-share sale at $1.85 is documented as a disposition on the same date but constitutes a small fraction of reported beneficial ownership. The filing contains no financial results or valuation context beyond transaction prices and ownership totals.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOORE JOHN E. III

(Last) (First) (Middle)

14501 NORTH FREEWAY

(Street)

FORT WORTH TX 76177

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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	09/15/2025		A		250,000(1)	A	$0	629,755	D
Common Stock	09/15/2025		F		3,062	D	$1.85	626,693	D
Common Stock								1,479.71	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. Represents a grant of restricted stock units ("RSUs") under the 2017 Long-Term Incentive Plan (the "2017 Plan") which were granted effective September 15, 2025 ("Grant Date"). The RSUs will vest in three equal installments on each of the first three anniversaries of the Grant Date, beginning on September 15, 2026, and will settle in common stock upon vesting, subject to the reporting person's continued service to the Company and the acceleration provisions of the 2017 Plan and RSU grant agreement.

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for John E. Moore III	09/17/2025
	** 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.

FAQ

What did FARM CEO John E. Moore III report on Form 4?

The filing discloses a grant of 250,000 RSUs effective 09/15/2025 and a sale of 3,062 shares at $1.85 on 09/15/2025.

How do the 250,000 RSUs vest according to the Form 4?

The RSUs vest in three equal installments on each of the first three anniversaries of the grant date, beginning 09/15/2026, and will settle in common stock upon vesting.

How many shares does John E. Moore III beneficially own after these transactions?

The Form 4 reports 629,755 shares beneficially owned following the reported RSU grant and 626,693 shares after the reported disposition; 1,479.71 shares are held in the company 401(k) plan.

Was the Form 4 signed by the reporting person?

The Form 4 was signed on behalf of John E. Moore III by an attorney-in-fact, /s/ Jared Vitemb, dated 09/17/2025.

Does the Form 4 disclose any performance conditions for the RSUs?

No performance conditions are specified in the Form 4; it states the RSUs vest by service over time and are subject to the 2017 Plan and the RSU grant agreement.