Farmer Brothers insider report: 58,079 shares disposed, 50,000 cash RSUs granted

Rhea-AI Filing Summary

Matthew Coffman, Vice President and Controller of Farmer Brothers Co (FARM), reported transactions dated 09/15/2025. The filing shows a disposition of 58,079 shares of common stock and reports 5,848.18 shares held indirectly in the company 401(k) plan. On the same date the reporting person received a grant of 50,000 cash-settled restricted stock units (CRSUs) under the 2017 Long-Term Incentive Plan. The CRSUs vest in three equal annual installments beginning 09/15/2026 and will settle in cash upon vesting, subject to continued service and plan acceleration provisions. The form indicates 119,271 shares beneficially owned following the reported derivative grant and is signed by an attorney-in-fact on 09/17/2025.

Positive

• 50,000 CRSU grant explicitly documented under the 2017 Long-Term Incentive Plan
• Clear vesting schedule: three equal annual installments beginning 09/15/2026
• CRSUs settle in cash and are described as economic equivalents of one share each

Negative

• Disposition of 58,079 common shares reported on 09/15/2025

Insights

Corporate Governance Expert

TL;DR: Insider reported a sizeable share disposition and a compensatory CRSU grant with multi-year vesting; disclosure is routine and governance-compliant.

The Form 4 discloses a significant disposition of 58,079 common shares alongside a 50,000 CRSU grant that vests over three years and settles in cash. The filing names the reporting person as VP and Controller and notes indirect holdings in a 401(k) plan. The reporting and signature by an attorney-in-fact meet Form 4 execution requirements. From a governance perspective, the disclosure is clear on grant terms, vesting schedule, and service conditions, enabling stakeholders to assess insider compensation timing and share movement without additional extrapolation.

Compensation Analyst

TL;DR: Company awarded cash-settled RSUs that are the economic equivalent of common shares and vest over three years, supporting retention.

The grant is explicitly described as cash-based restricted stock units under the 2017 Plan, with vesting in three equal installments starting one year after grant and settlement in cash upon vesting. Each CRSU is stated to be the economic equivalent of one common share. The instrument and schedule are clearly disclosed, allowing analysis of annual compensation expense recognition and cash-settlement timing. No forward-looking compensation amounts or targets beyond the grant size are provided.

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
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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^*

COFFMAN MATTHEW

(Last) (First) (Middle)

14501 N. FWY.

(Street)

FT. 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)
	VP and Controller

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								58,079	D
Common Stock								5,848.18	I	Held in 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
Cash-Settled Restricted Stock Units	(1)	09/15/2025		A		50,000(1)		(1)	(1)	Common Stock	50,000	$0	119,271	D

Explanation of Responses:

1. 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 Matthew Coffman	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 transactions did FARM insider Matthew Coffman report on Form 4?

The filing reports a disposition of 58,079 common shares and a grant of 50,000 cash-settled restricted stock units (CRSUs) dated 09/15/2025.

How do the CRSUs granted to the FARM reporting person vest and settle?

The CRSUs vest in three equal installments on each of the first three anniversaries of 09/15/2025 beginning 09/15/2026 and will settle in cash upon vesting.

How many shares does the reporting person beneficially own after the reported transactions?

The Form 4 states 119,271 shares beneficially owned following the reported derivative grant.

Does the Form 4 disclose indirect holdings for Matthew Coffman at FARM?

Yes. The filing reports 5,848.18 shares held indirectly in the company’s 401(k) plan.

Who signed the Form 4 for Matthew Coffman and when?

The Form 4 is signed by /s/ Jared Vitemb, Attorney-in-fact for Matthew Coffman with the signature date 09/17/2025.