Farmer Bros. to be acquired by Royal Cup for $1.29 per share in cash

FARMER BROTHERS CO

Per share merger consideration of $1.29 cash; total equity commitment ~$2.8M and debt commitment $65M.
Stockholders holding ~22.1% of shares have agreed to vote in favor; stockholder approval required.
Company may pay termination fee of $1.684M in certain circumstances; reverse termination fee of $5M payable by Parent.
Executives enter into letter agreements; Merger closing triggers Good Reason for severance; VP and CFO sign one-year non-compete.
Merger expected to close by March 3, 2027; Company stock to be delisted from Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FARMER BROTHERS CO entered into Agreement and Plan of Merger with Royal Cup, Inc. and BP I Brew Merger Sub Inc. valued at $1.29 in cash without interest (the "Per Share Merger Consideration") (effective 2026-03-03).

Action: entry
Agreement: merger
Counterparty: Royal Cup, Inc. and BP I Brew Merger Sub Inc.
Value: $1.29 in cash without interest (the "Per Share Merger Consideration")
Effective: 2026-03-03

Exact text from the filing

On March 3, 2026 (the “Signing Date”), Farmer Bros. Co. (the “Company”), 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 Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent

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119 material agreements filed in the last 30 days. Browse all material agreements →

FARMER BROTHERS CO filing history →

Source: SEC EDGAR

accession 0001104659-26-023464

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