--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-055386" form_type: "8-K" ticker: "FARM" cik: "0000034563" company_name: "FARMER BROTHERS CO" filed_at: "2026-05-05T23:59:59+00:00" generated_at: "2026-05-14T23:36:47.708714+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026 ## Summary - 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. ## SEC filing metadata - accession: 0001104659-26-055386 - form_type: 8-K - ticker: FARM - cik: 0000034563 - company_name: FARMER BROTHERS CO - filed_at: 2026-05-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-055386 - JSON: https://secwatch.observer/filing/0001104659-26-055386.json - Plain text: https://secwatch.observer/filing/0001104659-26-055386.txt ## Source-grounded claims - claim_id: 04d996f9cc claim: Waheed Zaman departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 1c9be04e8a claim: Will Foster was appointed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 1e3de0e6a8 claim: William L. Wann Jr. was appointed as President and Chief Executive Officer at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 2cc998c4fc claim: Bradley Radoff departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 2ec76ca3ce claim: Tiffany Moseley was appointed as Senior Vice President and Chief Financial Officer at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 5df83612fa claim: John Moore departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 90c12bbbad claim: Shaun Mara departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 92ac7c72f6 claim: Drew Dutton was appointed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: b555bda5a8 claim: Terence O'Brien departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: d5c457df25 claim: David A. Pace departed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: e23662fd20 claim: William L. Wann Jr. was appointed as Director at FARMER BROTHERS CO. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 5d8851ee611b6c1d55555b36e273a6a39cec5d44 claim: FARMER BROTHERS CO: Amended and restated Certificate of Incorporation as of the Effective Time. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 725b6bf3346f1d8588e8b14dd22f89af397b732e claim: FARMER BROTHERS CO: Amended and restated Bylaws as of the Effective Time. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: 3ed7ebbf51caf6fbed3e14a3c844a1bd09a9def8 claim: FARMER BROTHERS CO underwent a change of control involving Royal Cup, Inc. for $1.29 per share (closed 2026-05-05). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm - claim_id: ec46ccca08b43d5dc54eca0660623d8cfdb61f83 claim: FARMER BROTHERS CO terminated Credit Agreement with Wells Fargo Bank, National Association. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.