Farmer Brother SEC Filings

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.

GAMCO-affiliated reporting persons disclose they no longer own any Farmer Brothers common stock following the company’s acquisition by Royal Cup Coffee and Tea. As of May 5, 2026, each reporting entity reports beneficial ownership of 0.00 shares, or 0.0% of the outstanding common stock.

The filing lists recent trades by Gabelli-managed funds and accounts, including sales such as 936,500 shares by GAMCO Asset Management Inc. at $1.2900 per share on May 5, 2026 and other transactions in March and May 2026 around $1.24–$1.29 per share.

FARMER BROTHERS CO director Mara Shaun disposed of all reported shares in connection with a merger. She transferred 38,000 shares of common stock to the issuer at $1.29 per share, classified as a disposition to the issuer.

Under the Agreement and Plan of Merger among Farmer Brothers, Royal Cup, Inc. and a merger subsidiary, each outstanding share of common stock was cancelled and converted into the right to receive $1.29 in cash, without interest. The company’s restricted stock units granted under its equity plans will be cancelled at the merger effective time. In exchange, each RSU holder will have a contingent right to receive cash equal to $1.29 multiplied by the number of underlying shares (with performance RSUs measured at the greater of target or actual performance), plus any accrued dividend equivalent rights, less applicable withholding taxes, subject to existing vesting and termination terms.

FARMER BROTHERS CO director Terence C. O'Brien reported a disposition of common stock tied to the company’s merger with Royal Cup, Inc. In the transaction, he surrendered 35,571 shares of common stock at $1.29 per share as a disposition to the issuer.

Under the Agreement and Plan of Merger, each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 in cash at the merger’s effective time, leaving O'Brien with zero shares afterward. The company’s board approved this disposition under Rule 16b-3.

Farmer Brothers Co director Waheed Zaman reported a disposition of all his common shares in connection with the company’s merger. On this Form 4, he disposed of 104,521 shares of common stock at $1.29 per share, leaving him with zero shares directly owned.

The transaction reflects the closing of a merger under an Agreement and Plan of Merger among Farmer Brothers, Royal Cup, Inc. and BP I Brew Merger Sub Inc. At the effective time, each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 in cash, without interest. The disposition was approved by the board under Rule 16b-3.

Farmer Bros. Co. vice president of sales Brian David Miller disposed of his equity as part of the company’s merger with Royal Cup, Inc. All 42,640 shares of common stock he held were cancelled and converted into the right to receive $1.29 per share in cash under the merger terms.

In addition, 25,000 cash-settled restricted stock units tied to an equal number of common shares were cancelled, with the holder receiving a cash payment based on $1.29 per underlying share plus accrued dividend equivalents, less taxes. Following these transactions, Miller no longer holds Farmer Bros. common stock or related RSUs. The dispositions were approved by the board of directors under Rule 16b-3.

Farmer Brothers Co. director Bradley Louis Radoff reported dispositions of all his common stock in connection with the company’s merger with Royal Cup, Inc. The filing shows 125,000 shares held by the Radoff Family Foundation and 368,679 shares held directly were surrendered to the issuer at $1.29 per share.

Under the merger agreement, each outstanding Farmer Brothers common share was cancelled and converted into the right to receive $1.29 in cash, without interest, as the company became a wholly owned subsidiary of Royal Cup. After these issuer dispositions, the filing reports Radoff with zero shares remaining.