8-K
filed May 5, 2026, 7:59 PM ET
ticker FARM
CIK 0000034563
M&A
confidence high
sentiment neutral
materiality 1.00
FARMER BROTHERS CO (FARM): M&A transaction — Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026
FARMER BROTHERS CO
- Royal Cup acquired all outstanding FARM shares for $1.29 cash per share; total consideration ~$28.3M.
- Stockholders approved transaction at special meeting on May 1, 2026.
- Company will delist from Nasdaq and deregister under the Exchange Act.
- CEO John Moore, CFO Vance Fisher, GC Jared Vitemb exit; new CEO Chip Wann and CFO Tiffany Moseley appointed.
- All prior directors replaced; company becomes wholly owned subsidiary of Royal Cup.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Waheed Zaman departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Will Foster was appointed as Director at FARMER BROTHERS CO.
- Action
- became director
- Role
- Director
Exact text from the filing
William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William L. Wann Jr. was appointed as President and Chief Executive Officer at FARMER BROTHERS CO.
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
the board of the Surviving Corporation appointed Mr. Wann as President and Chief Executive Officer and Tiffany Moseley as Senior Vice President and Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bradley Radoff departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Tiffany Moseley was appointed as Senior Vice President and Chief Financial Officer at FARMER BROTHERS CO.
- Action
- appointed
- Role
- Senior Vice President and Chief Financial Officer
Exact text from the filing
the board of the Surviving Corporation appointed Mr. Wann as President and Chief Executive Officer and Tiffany Moseley as Senior Vice President and Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
John Moore departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Shaun Mara departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Drew Dutton was appointed as Director at FARMER BROTHERS CO.
- Action
- became director
- Role
- Director
Exact text from the filing
William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Terence O'Brien departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David A. Pace departed as Director at FARMER BROTHERS CO.
- Action
- ceased to be a director
- Role
- Director
Exact text from the filing
each of David A. Pace, John Moore, Bradley Radoff, Shaun Mara, Terence O'Brien, and Waheed Zaman, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William L. Wann Jr. was appointed as Director at FARMER BROTHERS CO.
- Action
- became director
- Role
- Director
Exact text from the filing
William L. Wann Jr., Will Foster and Drew Dutton, the members of the board of directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FARMER BROTHERS CO: Amended and restated Certificate of Incorporation as of the Effective Time.
- Change
- charter amendment
Exact text from the filing
the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FARMER BROTHERS CO: Amended and restated Bylaws as of the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FARMER BROTHERS CO underwent a change of control involving Royal Cup, Inc. for $1.29 per share (closed 2026-05-05).
- Action
- change of control
- Counterparty
- Royal Cup, Inc.
- Consideration
- $1.29 per share
- Closing
- 2026-05-05
Exact text from the filing
was approved by stockholders in a special meeting held on Friday, May 1. Under the terms of the agreement, Royal Cup has acquired all outstanding shares of Farmer Brothers for $1.29 per share. Farmer Brothers will now operate as part of Royal Cup and become a private company. As part of the closing of the transaction, Farmer Brothers President and Chief
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
FARMER BROTHERS CO terminated Credit Agreement with Wells Fargo Bank, National Association.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association
Exact text from the filing
on the Closing Date, the Company terminated the Credit Agreement (the “Credit Agreement”), dated as of April 26, 2021, by and among the Company and certain subsidiaries of the Company named therein, as borrowers, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent and lender.
View on SEC.gov
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