Farmer Brothers (NASDAQ: FARM) deregisters S-3s after Royal Cup merger

Rhea-AI Filing Summary

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.

Key Figures

Registration No. 333-213132 capacity: 600,000 shares Registration No. 333-283765 capacity: $175.0 million Merger effective date: May 5, 2026 +2 more

5 metrics

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

Registration No. 333-283765 capacity $175.0 million Form S-3 declared effective May 15, 2025

Merger effective date May 5, 2026 Merger Sub merged with and into Farmer Brothers

Original filing date (333-213132) August 15, 2016 Original Form S-3 filing date

Original filing date (333-283765) December 12, 2024 Original Form S-3 filing date

Key Terms

Post-Effective Amendment, Form S-3, Deregistration, Merger Agreement, +1 more

5 terms

Post-Effective Amendment regulatory

"Post-Effective Amendment No. 1 to Form S-3"

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.

Deregistration regulatory

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

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

Merger Agreement other

"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.

Selling stockholders financial

"by the selling stockholders named therein"

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.

Offering Details

mixed

Offering

Offering Type mixed

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 FARM file on May 5, 2026?

Farmer Brothers filed Post-Effective Amendments to deregister unsold securities following a merger. The filings remove securities registered under Form S-3 Nos. 333-213132 and 333-283765, reflecting the company’s merger into Royal Cup, Inc. and termination of those offerings.

Which registration limits were removed by FARM's amendments?

The amendments removed a 600,000-share registration and a $175.0 million aggregate capacity. The 600,000 shares were from Form S-3 No. 333-213132; the $175.0 million capacity was from Form S-3 No. 333-283765.

Why did FARM deregister these securities?

FARM deregistered the securities because it became a direct, wholly-owned subsidiary of Royal Cup. The Post-Effective Amendments implement the undertakings in the registration statements to remove unsold securities upon termination of the offering after the merger.

Does deregistration affect outstanding shares or the company's financials?

Deregistration removes unsold, registered securities from the registration statements; it does not itself report changes to outstanding shares or financial results. The filings state the registrations are terminated following the merger but do not present financial statement figures.

Where can investors find the Merger Agreement reference in FARM's filing?

The Post-Effective Amendments reference the Agreement and Plan of Merger dated March 3, 2026. The filing states that on May 5, 2026, Merger Sub merged into Farmer Brothers, making it a wholly-owned subsidiary of Royal Cup, Inc.