Welcome to our dedicated page for Farmer Brother SEC filings (Ticker: FARM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Farmer Bros. Co. filings document the regulatory record of a Delaware coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. Its 8-K reports cover operating results, material agreements, shareholder voting matters, governance and executive-compensation arrangements, together with disclosures about common stock capital structure.
The filing record also includes Form 25 disclosure for removal of Farmer Bros. common stock from listing and registration on the Nasdaq Stock Market. Proxy-related and material-event filings describe voting mechanics, corporate-status matters and security-structure information tied to the company's public securities.
Farmer Bros. Co. filed a Form 8-K to supplement its definitive proxy statement for the proposed merger with Royal Cup, Inc. The update explains how shares of common stock held in the Farmer Bros. Co. 401(k) Plan will be voted for the related special meeting.
Each 401(k) participant may direct the plan trustee how to vote shares in his or her account. If no timely instructions are received, the trustee will vote those shares in the same proportion as shares for which directions are received, with instructions due by 11:59 p.m. Eastern Time on April 28, 2026.
Farmer Brothers Co director Terence C. O’Brien transferred 14,523 shares of Common Stock to his former spouse as part of a divorce settlement. This non-market transaction left him holding 35,571 shares directly, according to the Form 4 insider report.
Farmer Bros. Co. entered into a merger agreement to be acquired by Royal Cup, Inc. for $1.29 in cash per share. The board unanimously recommends stockholder approval and has called a virtual special meeting for May 1, 2026 (record date: March 19, 2026).
If approved and the other closing conditions are met, Farmer Bros. will become a wholly-owned subsidiary of Royal Cup, delist from Nasdaq and deregister under the Exchange Act. There were 21,944,882 shares outstanding as of the record date; approval requires the affirmative vote of a majority of outstanding shares. Supporting stockholders holding approximately 22.1% have entered voting agreements in favor of the merger. The merger is expected to close after customary conditions are satisfied; timing is anticipated in the company’s fiscal fourth quarter ending June 30, 2026.
Farmer Brothers Co director Terence C. O'Brien reported an "other" transaction involving 12,095 shares of Common Stock, which were transferred to his former spouse as part of a divorce settlement. This non-market restructuring leaves him with 50,094 shares of Common Stock held directly after the transfer.
Farmer Bros. Co. proposes to be acquired by Royal Cup, Inc. via merger for $1.29 per share. The Farmer Bros. board unanimously recommends stockholder approval and has called a virtual special meeting for May 1, 2026; the record date is March 19, 2026.
If approved and closed, Farmer Bros. would become a wholly-owned subsidiary of Royal Cup, delist from Nasdaq, and each outstanding share (other than treasury, Parent-held shares, or shares validly perfected for appraisal) would be converted into the right to receive $1.29 in cash without interest. Supporting stockholders holding approximately 22.1% have entered voting agreements in favor of the merger. The merger is subject to customary conditions, timing contingencies and financing arrangements, and the board and its financial advisor have concluded the cash price is fair from a financial point of view.
Farmer Brothers shareholder group led by 22NW reports owning 9.0% of the common stock and has agreed to support a planned merger with Royal Cup, Inc.
22NW and related entities report beneficial ownership of 1,955,526 shares, while Aron R. English reports 1,964,536 shares, based on 21,727,157 shares outstanding as of February 9, 2026. Under a March 3, 2026 Voting Agreement, 22NW will vote its shares in favor of approving the Merger Agreement and related transactions and has agreed not to transfer its shares before the agreement’s expiration, subject to specified terms.
Farmer Bros. Co. has agreed to be acquired by privately held Royal Cup, with each outstanding share of Farmer Brothers common stock to be converted into $1.29 in cash at closing. The merger will turn Farmer Brothers into a wholly owned subsidiary of Royal Cup and a private company, with its shares delisted from Nasdaq after completion.
The deal requires approval by a majority of Farmer Brothers shareholders and other customary conditions, including no blocking legal orders and no specified material adverse effect. Certain existing stockholders owning about 22.1% of the shares have signed voting agreements supporting the transaction.
Financing includes an equity commitment of approximately $2.8 million from Braemont funds and a committed $65 million credit facility for Royal Cup. The merger agreement features a $1,684,000 termination fee payable by Farmer Brothers in defined scenarios and a $5,000,000 reverse termination fee payable by Royal Cup’s side if they fail to close after conditions are met. Executive severance agreements were amended so that closing of the merger constitutes “Good Reason,” and certain executives entered one‑year non‑competition agreements.
Farmer Bros. Co. reported that on February 16, 2026 it amended previously disclosed Bonus Opportunities Letter Agreements with three senior executives: John Moore (President and CEO), Vance Fisher (CFO), and Jared Vitemb (Vice President, General Counsel, Chief Compliance Officer and Secretary).
The amendments revise the timing of cash bonuses and grants of performance-based restricted stock units for each executive. The filing does not describe new bonus amounts or performance targets, focusing instead on when these incentive awards will be paid or granted.
Farmer Brothers President and CEO John E. Moore III reported a tax-related share transaction. On 02/12/2026, 7,464 shares of common stock were disposed of at $1.60 per share as a tax-withholding disposition, typically to cover tax obligations on equity awards.
After this transaction, Moore directly beneficially owned 599,344 shares of common stock and indirectly owned 1,477.443 shares held in the company’s 401(k) plan.