Farmer Brothers (FARM) investor 22NW signs voting deal for Royal Cup merger

Rhea-AI Filing Summary

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.

Insights

Event-driven equity analyst

22NW locks up a 9% stake in favor of Farmer Brothers’ sale to Royal Cup.

The filing shows Farmer Brothers entering a Merger Agreement with Royal Cup, Inc., where Farmer Brothers will become a wholly owned subsidiary. A key shareholder group led by 22NW reports 9.0% beneficial ownership and formally commits that stake to support the transaction.

The Voting Agreement requires 22NW to appear at shareholder meetings and vote its shares for the Merger Agreement, and restricts transfers of those shares until an Expiration Time. This increases visibility on shareholder support, though overall approval will still depend on the broader investor base.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

FARMER BROTHERS CO

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

Aron R. English
22NW, LP, 590 1st Ave. S, Unit C1
Seattle, WA, 98104
206-227-3078

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

22NW Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,955,526.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,955,526.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,955,526.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

22NW, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,955,526.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,955,526.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,955,526.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

22NW Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,955,526.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,955,526.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,955,526.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

22NW GP, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,955,526.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,955,526.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,955,526.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

English Aron R.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,964,536.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,964,536.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,964,536.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Hirai-Hadley Bryson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,261.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,261.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,261.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.01 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: FARMER BROTHERS CO
(c)	Address of Issuer's Principal Executive Offices: 14501 N. FREEWAY, Fort Worth, TEXAS , 76177.
Item 1 Comment: The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned ("Amendment No. 7"). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. The aggregate percentage of Shares reported owned by each person named herein is based upon 21,727,157 Shares outstanding as of February 9, 2026, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 13, 2026.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On March 3, 2026 the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"), providing for the merger of Merger Sub with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent in accordance with the Delaware General Corporation Law. In connection with the execution of the Merger Agreement, 22NW entered into a voting agreement (the "Voting Agreement") with Parent pursuant to which 22NW has agreed, among other things and subject to the terms and conditions of the Voting Agreement, to be represented (in person or by proxy) at each stockholder meeting and to vote the Shares beneficially owned by it in favor of the approval and adoption of the Merger Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Voting Agreement, until the Expiration Time, 22NW has agreed not to transfer or cause or permit the transfer of any of its Shares, other than with the prior written consent of Parent or otherwise in accordance with the Voting Agreement. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, which is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On March 3, 2026, 22NW and Parent entered into the Voting Agreement as defined and described in Item 4 above.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Voting Agreement, dated March 3, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 4, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

22NW Fund, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager of 22NW Fund GP, LLC, its General Partner
Date:	03/05/2026

22NW, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder of 22NW GP, Inc., its General Partner
Date:	03/05/2026

22NW Fund GP, LLC

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	03/05/2026

22NW GP, Inc.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder
Date:	03/05/2026

English Aron R.

Signature:	/s/ Aron R. English
Name/Title:	ARON R. ENGLISH
Date:	03/05/2026

Hirai-Hadley Bryson

Signature:	/s/ Bryson O. Hirai-Hadley
Name/Title:	BRYSON O. HIRAI-HADLEY
Date:	03/05/2026

FAQ

What ownership stake in Farmer Brothers (FARM) does 22NW report?

22NW and its related entities report beneficial ownership of 1,955,526 Farmer Brothers shares, representing 9.0% of the common stock. This percentage is calculated using 21,727,157 shares outstanding as of February 9, 2026, based on the company’s Form 10-Q.

What merger involving Farmer Brothers (FARM) is described?

Farmer Brothers entered an Agreement and Plan of Merger with Royal Cup, Inc. and a Royal Cup subsidiary. The structure provides for the subsidiary to merge into Farmer Brothers, with Farmer Brothers surviving as a wholly owned subsidiary of Royal Cup under Delaware law.

How has 22NW agreed to vote its Farmer Brothers (FARM) shares?

Under a Voting Agreement dated March 3, 2026, 22NW agreed to be represented at each stockholder meeting and to vote all shares it beneficially owns in favor of approving and adopting the Merger Agreement and related transactions with Royal Cup, Inc.

Are 22NW’s Farmer Brothers (FARM) shares restricted from transfer?

Yes. Under the Voting Agreement, 22NW agreed that, until the defined Expiration Time, it will not transfer or permit the transfer of its Farmer Brothers shares, except with Royal Cup’s prior written consent or as otherwise allowed by the agreement’s terms.

How many shares of Farmer Brothers (FARM) does Aron R. English report owning?

Aron R. English reports beneficial ownership of 1,964,536 Farmer Brothers common shares, representing 9.0% of the class. This percentage uses the company’s reported 21,727,157 shares outstanding as of February 9, 2026 as the reference share count.

What is the reported share count used to calculate ownership percentages in this filing?

Ownership percentages are calculated using 21,727,157 Farmer Brothers shares outstanding as of February 9, 2026, which is the total outstanding share figure disclosed in the company’s Form 10-Q filed with the Securities and Exchange Commission on February 13, 2026.