Farmer Brothers (FARM) CFO exits stake as shares cashed out at $1.29
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FARMER BROTHERS CO Chief Financial Officer Fisher Vance Ratliff disposed of his common stock in connection with a merger. He transferred 216,895 shares of Common Stock back to the company at $1.29 per share as part of an all-cash acquisition by Royal Cup, Inc.
Each outstanding Farmer Brothers common share was cancelled and converted into the right to receive $1.29 in cash, without interest, at the merger effective time. Following this transaction, Ratliff held 0 shares of Farmer Brothers common stock. The company’s restricted stock units will be cancelled and replaced with cash rights also based on $1.29 per underlying share, plus accrued dividend equivalents, subject to vesting terms and tax withholding.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Fisher Vance Ratliff
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 216,895 | $1.29 | $280K |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
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
Shares disposed: 216,895 shares
Merger cash price: $1.29 per share
Shares held after: 0 shares
+1 more
4 metrics
Shares disposed
216,895 shares
Common Stock returned to issuer in merger
Merger cash price
$1.29 per share
Cash consideration for each Farmer Brothers common share
Shares held after
0 shares
CFO’s reported Common Stock holdings following the merger
RSU cash basis
$1.29 per underlying share
Cash amount used to settle cancelled RSUs, plus dividend equivalents
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.
performance-based restricted stock units financial
"performance-based restricted stock units having a time-based vesting date of the last day of the performance period"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
