Farmer Brothers (FARM) director’s 105,137 shares cashed out at $1.29 in merger

Rhea-AI Filing Summary

FARMER BROTHERS CO director David Pace reported a disposition of his common stock in connection with the company’s merger with Royal Cup, Inc.. In this transaction, 105,137 shares of common stock were cancelled and converted into the right to receive $1.29 in cash per share, as provided under the merger agreement.

Following the merger’s effective time, Pace reported 0 shares of common stock held directly. The board of directors approved this disposition in the manner contemplated by Rule 16b-3 under the Securities Exchange Act, indicating it occurred as part of the board-approved merger consideration, not as an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PACE DAVID

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	105,137	$1.29	$136K

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 105,137 shares Cash per share: $1.29 per share Post-transaction holdings: 0 shares +1 more

4 metrics

Shares disposed 105,137 shares Common stock converted to cash in merger

Cash per share $1.29 per share Merger consideration for each common share

Post-transaction holdings 0 shares Common stock held directly after merger

Par value $1.00 per share Par value of common stock referenced in footnote

Key Terms

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

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 set forth"

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.

wholly owned subsidiary financial

"the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger")"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

Form 4 Insider Transactions: What Each Field Means →

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^*

PACE DAVID

(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)		105,137	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 David Pace	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)

FAQ

What insider transaction did FARM director David Pace report on this Form 4?

David Pace reported a disposition of 105,137 shares of Farmer Brothers common stock. These shares were cancelled and converted into cash consideration of $1.29 per share in connection with a completed merger, rather than sold in open-market trading.

How were Farmer Brothers (FARM) shares treated in the Royal Cup merger?

Each share of Farmer Brothers common stock outstanding immediately before the merger’s effective time was automatically cancelled and converted into the right to receive $1.29 per share in cash, without interest, under the terms of the merger agreement.

How many FARM shares did David Pace hold after the merger transaction?

After the merger-related disposition, David Pace reported holding 0 shares of Farmer Brothers common stock directly. His previously held 105,137 shares were cancelled and converted into the right to receive the agreed $1.29 per share cash payment.

Was David Pace’s FARM share disposition part of an approved board action?

Yes. The filing states that Pace’s disposition of Farmer Brothers securities in the merger was approved by the company’s board of directors in the manner contemplated by Rule 16b-3, indicating it occurred as part of a board-approved transaction.

Did the Form 4 for FARM indicate any derivative securities or option exercises?

No. The Form 4 reflects a single non-derivative transaction in Farmer Brothers common stock. It shows shares being cancelled and converted to cash at $1.29 per share in the merger, with no listed derivative positions or option exercises remaining afterward.