Farmer Brothers (FARM) VP equity cashed out at $1.29 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Farmer Brothers Co vice president and controller Matthew Coffman reported issuer dispositions of his equity in connection with the merger with Royal Cup, Inc. At the merger’s effective time, each share of common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.
Coffman’s filing shows the disposition of 5,842.789 shares of common stock held through the company’s 401(k) plan and 53,387 directly held common shares, both at $1.29 per share, leaving zero shares owned after the transaction. In addition, 90,000 cash-settled restricted stock units tied to common stock were cancelled pursuant to the merger agreement in exchange for cash based on $1.29 per underlying share, subject to applicable withholding taxes and existing vesting terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
COFFMAN MATTHEW
Role
VP and Controller
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Cash-Settled Restricted Stock Units | 90,000 | $0.00 | -- |
| Disposition | Common Stock | 53,387 | $1.29 | $69K |
| Disposition | Common Stock | 5,842.789 | $1.29 | $8K |
Holdings After Transaction:
Cash-Settled Restricted Stock Units — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, Held in Company's 401(k) Plan)
Footnotes (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
401(k) shares disposed: 5,842.789 shares
Direct shares disposed: 53,387 shares
+2 more
5 metrics
Merger cash price
$1.29 per share
Cash consideration for each common share at merger effective time
401(k) shares disposed
5,842.789 shares
Common stock held in company 401(k) plan, converted at $1.29
Direct shares disposed
53,387 shares
Directly held common stock converted to cash at $1.29
RSUs cancelled
90,000 units
Cash-settled restricted stock units cancelled and paid based on $1.29 per underlying share
Post-transaction holdings
0 shares
Total common stock reported following merger-related dispositions
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"
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
"less any applicable withholding taxes. The cash-based awards are subject to the same terms and conditions"
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.
FAQ
What insider transaction did FARM VP Matthew Coffman report?
Matthew Coffman reported issuer dispositions of all his Farmer Brothers equity. He surrendered common shares and cash-settled restricted stock units in the Royal Cup merger, receiving cash consideration instead of continuing ownership in the company’s common stock.
What happened to FARM restricted stock units held by Coffman?
Coffman’s 90,000 cash-settled restricted stock units tied to Farmer Brothers common stock were cancelled at the merger’s effective time. In exchange, he became entitled to cash equal to underlying shares times $1.29, less applicable withholding taxes, following existing vesting terms.
Were these FARM insider dispositions board-approved?
Yes. The filing notes the dispositions in the merger were approved by Farmer Brothers’ board of directors. The approval was made in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, which governs certain insider transactions.