Farmer Brothers (FARM) awards 50,000 units to VP with three-year vesting

Rhea-AI Filing Summary

Brian David Miller, Vice President of Sales at Farmer Brothers Co (FARM), was granted equity awards effective September 15, 2025. The filing shows 25,000 restricted stock units (RSUs) that will settle in common stock and 25,000 cash‑settled restricted stock units (CRSUs), each vesting in three equal annual installments beginning September 15, 2026. The RSUs and CRSUs were granted under the companys 2017 Long-Term Incentive Plan and reflect continued service and standard acceleration provisions. Following the reported transactions, the filing lists 45,000 shares of common stock beneficially owned by the reporting person. The form was signed by an attorney-in-fact on September 17, 2025.

Positive

• 25,000 RSUs and 25,000 CRSUs granted to align executive incentives with shareholder outcomes
• Three-year vesting schedule promotes retention (vests in three equal installments beginning 09/15/2026)
• CRSUs are economically equivalent to common shares, providing value even if settled in cash

Negative

• RSUs will dilute shareholders when they settle into common stock upon vesting
• Filing lacks economic values (grant fair value or expense amounts) so material financial impact cannot be assessed
• No detail on acceleration triggers beyond plan/reference language, limiting governance transparency

Insights

Financial Analyst

TL;DR Equity awards granted to a senior sales officer, split between stock-settled RSUs and cash-settled units, vesting over three years.

The grant of 25,000 RSUs and 25,000 CRSUs to the Vice President of Sales is a routine compensation action designed to align incentives and retain a senior executive. The RSUs will convert to common stock on vesting while CRSUs will settle in cash but are economically equivalent to one share each. Vesting in three equal installments beginning one year after the grant is a standard retention schedule. The filing does not disclose award fair value, accounting impact, or how these awards compare to prior grants, limiting assessment of materiality.

Corporate Governance Expert

TL;DR Standard long-term incentive grants under the 2017 Plan with multi-year vesting; disclosure is complete for Form 4 requirements.

The Form 4 clearly identifies the reporting persons title, the grant date (09/15/2025), award types (RSUs and CRSUs), vesting schedule (three equal annual installments), and settlement mechanics (stock for RSUs, cash for CRSUs). Signature by an attorney-in-fact is properly included. The filing does not assert any acceleration triggers beyond referencing the plan and grant agreement. Without the grant agreement details, investors cannot evaluate change-in-control or performance-based vesting provisions.

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^*

Miller Brian David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President of Sales

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		25,000(1)	A	$0	45,000	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
Cash-Settled Restricted Stock Units	(2)	09/15/2025		A		25,000(2)		(2)	(2)	Common Stock	25,000	$0	25,000	D

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.

2. Represents a grant of cash based restricted stock units ("CRSUs") under the 2017 Long-Term Incentive Plan (the "2017 Plan") which were granted effective September 15, 2025 ("Grant Date"). The CRSUs 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 cash upon vesting, subject to the reporting person's continued service to the Company and the acceleration provisions of the 2017 Plan and CRSU grant agreement. Each CRSU is the economic equivalent of one share of common stock of the Company.

Remarks:

	/s/ Jared Vitemb, Attorney-in-fact for Brian David Miller	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 insider Brian David Miller receive on 09/15/2025?

He received 25,000 restricted stock units (RSUs) and 25,000 cash-settled restricted stock units (CRSUs) under the 2017 Long-Term Incentive Plan.

When do the RSUs and CRSUs vest for FARM (FARM) grants to Brian Miller?

They vest in three equal annual installments starting on September 15, 2026.

How will the RSUs and CRSUs be settled according to the Form 4?

The RSUs will settle in common stock upon vesting; the CRSUs will settle in cash but are economically equivalent to one share each.

How many common shares does the Form 4 show Brian Miller beneficially owns after the transaction?

The filing reports 45,000 shares of common stock beneficially owned following the reported transactions.

Who signed the Form 4 filing for Brian Miller and when?

The form was signed by Jared Vitemb, Attorney-in-fact on September 17, 2025.