STOCK TITAN

[Form 4] FARMER BROTHERS CO Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Farmer Brothers Co. director Bradley Louis Radoff reported dispositions of all his common stock in connection with the company’s merger with Royal Cup, Inc. The filing shows 125,000 shares held by the Radoff Family Foundation and 368,679 shares held directly were surrendered to the issuer at $1.29 per share.

Under the merger agreement, each outstanding Farmer Brothers common share was cancelled and converted into the right to receive $1.29 in cash, without interest, as the company became a wholly owned subsidiary of Royal Cup. After these issuer dispositions, the filing reports Radoff with zero shares remaining.

Positive

  • None.

Negative

  • None.

Insights

Director’s entire equity position is cashed out at the merger price of $1.29 per share.

The transactions show Bradley Louis Radoff, a director of Farmer Brothers Co., disposing of all reported common shares at $1.29 per share in an issuer transaction tied to a cash merger with Royal Cup, Inc.. Both his direct holdings and shares held via the Radoff Family Foundation are included.

The footnote explains that each outstanding Farmer Brothers share was cancelled and converted into the right to receive $1.29 in cash when the company became a wholly owned subsidiary of Royal Cup. The board approved the disposition under Rule 16b-3, indicating it was treated as a board-authorized, corporate-transaction event rather than an open-market trade.

Following these dispositions, the filing reports zero shares remaining for Radoff, and no derivative positions in the derivative section. This suggests his reported equity exposure through this issuer has been fully converted to cash at the merger price, with any future exposure depending on separate arrangements not described here.

Insider Radoff Bradley Louis
Role null
Type Security Shares Price Value
Disposition Common Stock 368,679 $1.29 $476K
Disposition Common Stock 125,000 $1.29 $161K
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By the Radoff Family Foundation)
Footnotes (1)
  1. [object Object]
SEC Form 4
FORM 4UNITED 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*
Radoff Bradley Louis

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026D(1)368,679D$1.290D
Common Stock05/05/2026D(1)125,000D$1.290IBy the Radoff Family Foundation
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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:
/s/ Jared Vitemb, Attorney-in-Fact for Bradley Radoff05/05/2026
** Signature of Reporting PersonDate
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)