Farmer Brothers (FARM) investors cashed out in $1.29 per share merger

Rhea-AI Filing Summary

Farmer Brothers completed a cash merger that cashed out all public shareholders at $1.29 per common share. BP I Brew Merger Sub Inc. merged into Farmer Brothers on May 5, 2026, with the company continuing as a wholly-owned subsidiary of Royal Cup, Inc.

Each share of common stock was automatically canceled and converted into the right to receive $1.29 in cash, without interest, subject to customary exceptions in the merger agreement. As a result, 22NW, its affiliated entities, Aron R. English, and Bryson O. Hirai-Hadley now beneficially own 0 shares, representing 0% of the class, and ceased to own more than 5% as of that date.

Insights

Equity ownership & M&A analyst

Farmer Brothers was taken fully private at $1.29 per share, eliminating the 22NW group’s stake.

The filing shows that on May 5, 2026, BP I Brew Merger Sub Inc. merged with Farmer Brothers, leaving the company as a wholly-owned subsidiary of Royal Cup, Inc. Every outstanding common share was canceled and converted into a cash payment of $1.29 per share.

For the reporting holders (22NW entities, Aron R. English, and Bryson O. Hirai-Hadley), this transaction converted their equity into cash and reduced their beneficial ownership to 0 shares, or 0% of the class. The filing also confirms they ceased to beneficially own more than 5% of the company’s shares as of May 5, 2026.

Overall, the document primarily formalizes the completion of the merger and the resulting exit of a former significant shareholder group, rather than introducing new financial performance data.

Key Figures

Merger cash price: $1.29 per share Post‑merger ownership: 0 shares Post‑merger stake: 0% of class +1 more

4 metrics

Merger cash price $1.29 per share Cash consideration for each common share in the merger

Post‑merger ownership 0 shares Shares beneficially owned by each reporting person after merger

Post‑merger stake 0% of class Percent of Farmer Brothers common stock held by reporting persons

Effective merger date May 5, 2026 Date merger closed and shares converted to cash

Key Terms

Agreement and Plan of Merger, Merger Consideration, wholly-owned subsidiary, beneficially own more than 5%, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement")"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"converted into the right to receive $1.29 in cash, without interest (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

wholly-owned subsidiary financial

"the Issuer continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

beneficially own more than 5% regulatory

"the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares"

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

FARMER BROTHERS CO

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

307675108

(CUSIP Number)

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)

05/05/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 307675108

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)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

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 %

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 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"). On May 5, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share was automatically canceled, subject to certain customary exceptions specified in the Merger Agreement, and converted into the right to receive $1.29 in cash, without interest (the "Merger Consideration"). Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: Effective May 5, 2026, as a result of the Merger, each Share owned by the Reporting Persons was converted into the Merger Consideration. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
(b)	Item 5(b) is hereby amended and restated to read as follows: Effective May 5, 2026, as a result of the Merger, each Share owned by the Reporting Persons was converted into the Merger Consideration. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c)	Item 5(c) is hereby amended and restated to read as follows: Except as otherwise set forth in Item 4, there have been no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of May 5, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

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:	05/07/2026

22NW, LP

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder of 22NW GP, Inc., its General Partner
Date:	05/07/2026

22NW Fund GP, LLC

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, Manager
Date:	05/07/2026

22NW GP, Inc.

Signature:	/s/ Aron R. English
Name/Title:	Aron R. English, President and Sole Shareholder
Date:	05/07/2026

English Aron R.

Signature:	/s/ Aron R. English
Name/Title:	ARON R. ENGLISH
Date:	05/07/2026

Hirai-Hadley Bryson

Signature:	/s/ Bryson O. Hirai-Hadley
Name/Title:	BRYSON O. HIRAI-HADLEY
Date:	05/07/2026

FAQ

What transaction involving Farmer Brothers (FARM) is described in this Schedule 13D/A?

The filing describes completion of a merger where BP I Brew Merger Sub Inc. merged into Farmer Brothers, making Farmer Brothers a wholly-owned subsidiary of Royal Cup, Inc. All common shares were canceled and converted into a fixed cash amount per share.

At what price were Farmer Brothers (FARM) shares cashed out in the merger?

Each Farmer Brothers common share was converted into the right to receive $1.29 in cash, without interest. This cash payment, called the Merger Consideration, replaced the shareholders’ equity positions when the merger became effective on May 5, 2026.

How did the merger affect 22NW’s and Aron R. English’s ownership in Farmer Brothers (FARM)?

As a result of the merger, all shares held by 22NW, related entities, Aron R. English, and Bryson O. Hirai-Hadley were converted into the $1.29 cash consideration. They now beneficially own 0 shares, representing 0% of Farmer Brothers’ common stock.

When did the reporting persons cease to own more than 5% of Farmer Brothers (FARM)?

The reporting persons ceased to beneficially own more than 5% of Farmer Brothers’ outstanding common shares as of May 5, 2026. That is the date the merger closed and their shares were converted into cash under the merger agreement terms.

Who acquired Farmer Brothers (FARM) in this merger transaction?

Farmer Brothers was acquired through a merger with BP I Brew Merger Sub Inc., a wholly-owned subsidiary of Royal Cup, Inc. After the merger, Farmer Brothers continued its existence as the surviving corporation and became a wholly-owned subsidiary of Royal Cup, Inc.

Does this Schedule 13D/A report any recent trading in Farmer Brothers (FARM) shares?

The filing states there were no transactions in Farmer Brothers’ securities by the reporting persons during the 60 days before the merger, other than the conversion of their shares into the $1.29 per share cash consideration at closing.