Farmer Brother SEC Filings

FARMER BROTHERS CO President and CEO John E. Moore III reported the cash-out of his common stock in connection with the company’s merger with Royal Cup, Inc. Under the merger agreement, each share of Farmer Brothers common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.

Moore disposed of 599,344 shares held directly and 1,476.2036 shares held through the company’s 401(k) plan, both at $1.29 per share, leaving him with 0 shares of common stock reported after the transaction. The filing also explains that all outstanding restricted stock units granted under the company’s equity plans will be cancelled at the merger’s effective time and exchanged for cash equal to the number of underlying shares multiplied by $1.29, plus any accrued and unpaid dividend equivalent rights, less applicable taxes, generally maintaining the original vesting conditions.

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.

Farmer Brothers VP and General Counsel Jared Vitemb disposed of his common stock in connection with the company’s merger with Royal Cup, Inc. At the merger’s effective time, each share of Farmer Brothers common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.

Vitemb returned 8,540.0847 shares held in the company’s 401(k) plan and 192,114 shares held directly to the issuer at $1.29 per share, leaving him with 0 shares reported after the transactions. The board approved this issuer disposition under Rule 16b-3. The merger agreement also cancels outstanding restricted stock units and replaces them with a cash right equal to the number of underlying shares (performance units at the greater of target or actual performance) multiplied by $1.29, plus any accrued dividend equivalent rights, less taxes.

Farmer Brothers Co vice president and controller Matthew Coffman reported issuer dispositions of his equity in connection with the merger with Royal Cup, Inc. At the merger’s effective time, each share of common stock was cancelled and converted into the right to receive $1.29 in cash per share, without interest.

Coffman’s filing shows the disposition of 5,842.789 shares of common stock held through the company’s 401(k) plan and 53,387 directly held common shares, both at $1.29 per share, leaving zero shares owned after the transaction. In addition, 90,000 cash-settled restricted stock units tied to common stock were cancelled pursuant to the merger agreement in exchange for cash based on $1.29 per underlying share, subject to applicable withholding taxes and existing vesting terms.

Farmer Brothers Co. filed post-effective amendments to deregister previously registered but unsold securities following its merger into Royal Cup, Inc. The amendments remove from registration up to 600,000 shares of common stock (from Form S-3 No. 333-213132) and up to $175.0 million in aggregate securities (from Form S-3 No. 333-283765). The company states the offerings terminated in connection with the merger dated March 3, 2026 and closed when the merger completed on May 5, 2026, after which the registration statements were terminated and no securities remain registered under those statements.

Farmer Brothers Co. filed Post-Effective Amendments to two Form S-3 registration statements to deregister any securities that remained unsold as of May 5, 2026. The amendments follow the Merger Agreement in which the company became a wholly-owned subsidiary of Royal Cup, Inc.; accordingly the company terminated the registered offerings and removed the registered securities, including the 600,000 shares capacity previously registered under Registration No. 333-213132 and the $175.0 million aggregate capacity under Registration No. 333-283765. The registration statements are amended to reflect the removals and terminated as of these Post-Effective Amendments.

Farmer Bros. Co. completed its previously announced merger with Royal Cup, Inc. on May 5, 2026, becoming a wholly owned private subsidiary. Each share of Farmer Brothers common stock was canceled and converted into the right to receive $1.29 in cash, with an aggregate purchase price of about $28.3 million, including equity awards.

Outstanding restricted stock units, cash-settled RSUs and performance-based RSUs were converted into cash-based rights tied to the same time-based vesting terms, using the $1.29 Merger Consideration. In-the-money stock options were cashed out based on the spread to $1.29, while underwater options were canceled.

The company terminated its existing credit agreement at closing, and Royal Cup financed the transaction with equity commitments from Braemont Partners funds and third-party debt from White Oak Commercial Finance. Farmer Brothers notified Nasdaq of the merger, requested suspension of trading and delisting via Form 25, and plans to file Form 15 to deregister its stock and suspend Exchange Act reporting.

All pre-merger directors resigned and were replaced by former Merger Sub directors, and senior executives agreed to resign with separation agreements. The company’s certificate of incorporation and bylaws were amended and restated effective at closing.

Nasdaq Stock Market LLC submitted a Form 25 notifying removal of Common Stock of Farmer Brothers from listing and/or registration on Nasdaq. The Exchange certified compliance with 17 CFR 240.12d2-2 and the issuer certified voluntary withdrawal under 17 CFR 240.12d-2(c).

Farmer Bros. Co. stockholders approved the Agreement and Plan of Merger under which the company will be acquired by Royal Cup, Inc. and become its wholly owned subsidiary. At the special meeting, 13,931,965 votes were cast in favor of the merger and 1,922,713 against, with 174,645 abstentions.

As of the March 19, 2026 record date, 21,944,882 common shares were outstanding and entitled to vote. Stockholders also approved, on a non-binding advisory basis, the potential compensation payable to named executive officers in connection with the merger, and approved a proposal allowing adjournment of the meeting if additional proxy solicitation had been needed.