Farmer Bros. Co. (FARM) updates timing of executive bonuses and RSU grants

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmer Bros. Co. reported that on February 16, 2026 it amended previously disclosed Bonus Opportunities Letter Agreements with three senior executives: John Moore (President and CEO), Vance Fisher (CFO), and Jared Vitemb (Vice President, General Counsel, Chief Compliance Officer and Secretary).

The amendments revise the timing of cash bonuses and grants of performance-based restricted stock units for each executive. The filing does not describe new bonus amounts or performance targets, focusing instead on when these incentive awards will be paid or granted.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

02/20/2026 - 04:15 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2026

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-34249		95-0725980
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14501 N Fwy, Fort Worth, Texas 76177

(Address of Principal Executive Offices) (Zip Code)

(682) 549-6600

(Registrant’s Telephone Number, Including Area Code)

None

(Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $1.00 par value		FARM		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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 13(a) of the Exchange Act. ¨

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2026, Farmer Bros. Co. entered into amendments to the previously disclosed Bonus Opportunities Letter Agreements with each of John Moore, President and Chief Executive Officer, Vance Fisher, Chief Financial Officer, and Jared Vitemb, Vice President, General Counsel, Chief Compliance Officer and Secretary (collectively, the “Executives”), to revise the timing of the bonuses and grants of performance-based restricted stock units to each Executive.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 20, 2026

	FARMER BROS. CO.

	By:	/s/ Jared Vitemb
		Jared Vitemb
		VP, General Counsel, Secretary and Chief Compliance Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive changes did Farmer Bros. Co. (FARM) disclose in this 8-K?

Farmer Bros. Co. disclosed amendments to Bonus Opportunities Letter Agreements for three senior executives, adjusting the timing of bonuses and performance-based restricted stock unit grants. The roles affected include the President and CEO, the Chief Financial Officer, and the Vice President and General Counsel.

Which Farmer Bros. Co. (FARM) executives are covered by the amended bonus agreements?

The amended bonus agreements cover John Moore, President and Chief Executive Officer, Vance Fisher, Chief Financial Officer, and Jared Vitemb, Vice President, General Counsel, Chief Compliance Officer and Secretary. These three executives are collectively referred to as the “Executives” in the disclosure.

What aspect of compensation is changed in Farmer Bros. Co. (FARM) executive agreements?

The company revised the timing of bonuses and grants of performance-based restricted stock units for the three listed executives. The filing focuses on when these incentives will be paid or granted, rather than changing amounts or performance criteria in the disclosed excerpt.

When did Farmer Bros. Co. (FARM) approve the amendments to executive bonus letters?

Farmer Bros. Co. entered into the amendments on February 16, 2026. That date is when the changes to the timing of bonuses and performance-based restricted stock unit grants for the three executives became formally reflected in the updated agreements.

Does this Farmer Bros. Co. (FARM) 8-K report any director departures or new appointments?

Although the item heading covers departures and appointments, the disclosed content only describes amendments to executive Bonus Opportunities Letter Agreements. It does not state that any director or officer resigned, was removed, or was newly appointed in this excerpt.

What type of equity incentives are mentioned for Farmer Bros. Co. (FARM) executives?

The filing mentions grants of performance-based restricted stock units to each of the three executives. These units are equity incentives whose vesting or value depends on meeting specified performance conditions, with the timing of such grants revised by the amendments.

Filing Exhibits & Attachments

3 documents