---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-023464"
form_type: "8-K"
ticker: "FARM"
cik: "0000034563"
company_name: "FARMER BROTHERS CO"
filed_at: "2026-03-04T23:59:59+00:00"
generated_at: "2026-05-15T21:54:23.587972+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-023464
- form_type: 8-K
- ticker: FARM
- cik: 0000034563
- company_name: FARMER BROTHERS CO
- filed_at: 2026-03-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/34563/000110465926023464/0001104659-26-023464-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/34563/000110465926023464/tm267957d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-023464
- JSON: https://secwatch.observer/filing/0001104659-26-023464.json
- Plain text: https://secwatch.observer/filing/0001104659-26-023464.txt

## Source-grounded claims
- claim_id: 90eedd6bc9e4794bc732a17f31edb417aed5829e
  claim: 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).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926023464/0001104659-26-023464-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.