secwatch / observer
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 taken private by Royal Cup for $1.29/share; merger closes May 5, 2026

FARMER BROTHERS CO

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 7.01item 9.01

Machine-readable event card

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FARM
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FARMER BROTHERS CO
filed_at
2026-05-05T23:59:59+00:00
discovered_at
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JSON Markdown Plain text

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Waheed Zaman

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Appointed

Will Foster

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Appointed

William L. Wann Jr.

President and Chief Executive Officer
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Departed

Bradley Radoff

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Appointed

Tiffany Moseley

Senior Vice President and Chief Financial Officer
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Departed

John Moore

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Departed

Shaun Mara

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Appointed

Drew Dutton

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Departed

Terence O'Brien

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Departed

David A. Pace

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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
Appointed

William L. Wann Jr.

Director
FARM · FARMER BROTHERS CO
Effective
2026-05-05
Filed
May 5, 2026, 7:59 PM ET
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

Source-grounded claims

04d996f9cc

Waheed Zaman departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

1c9be04e8a

Will Foster was appointed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

1e3de0e6a8

William L. Wann Jr. was appointed as President and Chief Executive Officer at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

2cc998c4fc

Bradley Radoff departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

2ec76ca3ce

Tiffany Moseley was appointed as Senior Vice President and Chief Financial Officer at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

5df83612fa

John Moore departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

90c12bbbad

Shaun Mara departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

92ac7c72f6

Drew Dutton was appointed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

b555bda5a8

Terence O'Brien departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

d5c457df25

David A. Pace departed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

e23662fd20

William L. Wann Jr. was appointed as Director at FARMER BROTHERS CO.

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

5d8851ee611b6c1d55555b36e273a6a39cec5d44

FARMER BROTHERS CO: Amended and restated Certificate of Incorporation as of the Effective Time.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

725b6bf3346f1d8588e8b14dd22f89af397b732e

FARMER BROTHERS CO: Amended and restated Bylaws as of the Effective Time.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

3ed7ebbf51caf6fbed3e14a3c844a1bd09a9def8

FARMER BROTHERS CO underwent a change of control involving Royal Cup, Inc. for $1.29 per share (closed 2026-05-05).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

ec46ccca08b43d5dc54eca0660623d8cfdb61f83

FARMER BROTHERS CO terminated Credit Agreement with Wells Fargo Bank, National Association.

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.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change, ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: executive_change same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.

Filing page SEC filing

MBC

MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 7.01, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a

This 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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

THR

CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE

Thermon Group Holdings, Inc. June 1, 2026, 9:24 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01

same fact type: material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01 same event type: m_and_a

This 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.

Comparable filing

In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.

Filing page SEC filing

GIG

Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed

GigCapital7 Corp. May 29, 2026, 7:45 PM ET m_and_a Items 2.01, 3.02, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.06, 8.01

same fact type: executive_change same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a

This 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

Comparable filing

and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026

Filing page SEC filing

Source: SEC EDGAR
accession 0001104659-26-055386
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