Farmer Brothers (FARM) cancels registered shares and $175M shelf after merger (May 5, 2026)

Rhea-AI Filing Summary

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.

Insights

Corporate Transactions Lawyer

Deregistration follows completion of an acquisition; filings close out unsold shelf capacity.

The Post-Effective Amendments state that the Company removed unsold securities registered under Form S-3 Nos. 333-213132 and 333-283765 after Merger Sub merged into the Company and the Company became a wholly-owned subsidiary of Parent. The amendments explicitly terminate the effectiveness of those registration statements.

Cash-flow treatment and any remaining holder-specific resale mechanics are not described in this excerpt; subsequent filings by the surviving parent may show related resale or transfer mechanics.

Key Figures

Form S-3 No. 333-213132: 600,000 shares Form S-3 No. 333-283765: $175.0 million Merger Agreement date: March 3, 2026 +2 more

5 metrics

Form S-3 No. 333-213132 600,000 shares registered offering declared effective August 26, 2016

Form S-3 No. 333-283765 $175.0 million aggregate securities registered, declared effective May 15, 2025

Merger Agreement date March 3, 2026 agreement date for merger with Royal Cup, Inc.

Merger closing date May 5, 2026 date Merger Sub merged into Farmer Brothers and deregistration occurred

Registration numbers 333-213132; 333-283765 registration statements amended/terminated by the post-effective amendments

Key Terms

Post-Effective Amendment, Form S-3, deregister, selling stockholders, +1 more

5 terms

Post-Effective Amendment regulatory

"to deregister any and all Company securities registered but unsold"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"Registration Statement on Form S-3 (No. 333-213132)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

deregister regulatory

"removes from registration, by means of these Post-Effective Amendments"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

selling stockholders market

"registering the offering and sale of up to 600,000 shares... by the selling stockholders"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Merger Agreement transaction

"the Agreement and Plan of Merger, dated as of March 3, 2026"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

As filed with the Securities and Exchange Commission on May 5 2026. 

Registration No. 333-213132

Registration No. 333-283765

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-213132 

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-283765 

UNDER 

THE SECURITIES ACT OF 1933

Farmer Brothers Co. 

(Exact name of registrant as specified in its charter)

Delaware			95-0725980
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

c/o Royal Cup, Inc. 

160 Cleage Drive 

Birmingham, AL 35217 

(205) 983-3060 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

M. Scott Yeager 

c/o Royal Cup, Inc. 

160 Cleage Drive 

Birmingham, AL 35217 

(205) 983-3060 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Thomas Laughlin, P.C.

Jack Shirley

Kirkland & Ellis LLP

4550 Travis Street

Dallas, TX 75205

(214) 972-1770

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Farmer Brothers Co., a Delaware corporation (the “Company”) is filing these post-effective amendments (collectively, the “Post-Effective Amendments”) to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), which were originally filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the dates set forth below, to deregister any and all Company securities registered but unsold or otherwise unissued under such Registration Statement as of the date hereof:

1. Registration Statement on Form S-3 (No. 333-213132), originally filed with the SEC on August 15, 2016 and declared effective on August 26, 2016, registering the offering and sale of up to 600,000 shares of common stock, $1.00 par value, of the Company by the selling stockholders named therein.

2. Registration Statement on Form S-3 (No. 333-283765), originally filed with the SEC on December 12, 2024, as amended by Amendment No. 1 to Registration Statement on Form S-3 (No. 333-283765), and declared effective on May 15, 2025, registering up to $175.0 million in the aggregate of the securities identified therein.

On May 5, 2026, pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of March 3, 2026 (the “Merger Agreement”), by and among Royal Cup, Inc., a Delaware corporation (“Parent”), and BP I Brew Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company surviving the merger as a direct, wholly-owned subsidiary of Parent.

As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all of the offerings and sales of the Company’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Company registered under such Registration Statements which remain unsold at the termination of the offering, the Company hereby removes from registration, by means of these Post-Effective Amendments, all of the securities of the Company registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of each of the Registration Statements. After giving effect to this Post Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 5th day of May, 2026.

	Farmer Brothers Co.
	By:	/s/ William L. Wann, Jr.
	Name:	William L. Wann, Jr.
	Title:	President and CEO

Note: No other person is required to sign this Post-Effective Amendment to Form S-3 Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did Farmer Brothers Co. (FARM) deregister in the May 5, 2026 filing?

The company deregistered unsold securities including 600,000 shares and up to $175.0 million of registered securities. These removals relate to two Form S-3 registration statements originally effective in 2016 and 2025.

Why did Farmer Brothers file post-effective amendments on May 5, 2026?

Filing occurred because the company completed a merger and terminated the registered offerings. The merger was under a Merger Agreement dated March 3, 2026 and closed on May 5, 2026, prompting deregistration of unsold securities.

Which registration statements were affected by the deregistration?

Form S-3 Registration No. 333-213132 (registering up to 600,000 shares) and Form S-3 Registration No. 333-283765 (registering up to $175.0 million) were amended to remove unsold securities.

Does the amendment say any securities remain registered after the amendment?

No. The amendment states that after giving effect to the post-effective amendments, there will be no remaining securities registered under those registration statements.

Did Farmer Brothers indicate who will receive proceeds from any previously registered offerings?

The excerpt does not describe proceeds allocation; it states only that offerings and sales were terminated in connection with the merger. No proceeds recipients are specified in the provided text.