Highest-materiality recent filing
Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026
Royal Cup acquired all outstanding FARM shares for $1.29 cash per share; total consideration ~$28.3M.
Farmer Bros. shareholders approve merger with Royal Cup, Inc.
Merger proposal adopted: 13,931,965 for, 1,922,713 against, 174,645 abstentions.
Farmer Bros. clarifies 401(k) vote allocation for pending merger with Royal Cup
Shares in 401(k) Plan without timely voting instructions will be voted proportionally to instructions received.
Farmer Bros supplements proxy disclosures amid 14 demand letters and 3 lawsuits over merger
Received 14 demand letters and 3 lawsuits alleging insufficient proxy disclosures; company denies merit but voluntarily supplements proxy.
Farmer Bros. to be acquired by Royal Cup for $1.29 per share in cash
Per share merger consideration of $1.29 cash; total equity commitment ~$2.8M and debt commitment $65M.
Farmer Bros. amends bonus/RSU timing for CEO, CFO, General Counsel
Amendments to Bonus Opportunities Letter Agreements executed on Feb 16, 2026.
Farmer Bros Q2 net loss $4.9M; net sales down 1% to $88.9M; gross margin falls to 36.3%
Net loss of $4.9M vs net income of $0.2M in Q2 FY2025; adjusted EBITDA $0.5M vs $5.9M last year.
John Moore (CEO), Vance Fisher (CFO), and Jared Vitemb (GC) received amendments to bonus letter agreements.
Farmer Bros Q1 fiscal 2026 net loss $4M; revenue down 4.1% to $81.6M
Net sales $81.6M, down 4.1% YoY; gross margin fell 400 bps to 39.7%.
Farmer Bros Q4 net loss $4.7M; adjusted EBITDA $5.8M; full-year gross margin up 420 bps to 43.5%
Q4 net sales $85.1M (+1% YoY); gross margin 44.9% vs 38.8% last year.
Farmer Bros amends exec severance, ties bonuses to change in control by Jan 2026
CEO John Moore, CFO Vance Fisher, GC Jared Vitemb entered amended severance agreements; definition of Good Reason revised.
Farmer Bros Q3 net sales $82.1M, net loss $5M, adj EBITDA improves to $1.7M
Third quarter fiscal 2025 net sales $82.1M vs $85.4M YoY; gross profit margin 42.1% (up 200bps).
Tom Bauer, VP Chief Field Operations Officer, separated Apr 8; agreement dated Apr 14 provides $325K severance paid over 52 weeks.
Farmer Bros. announces departure of Chief Field Operations Officer Tom Bauer
Tom Bauer, VP and Chief Field Operations Officer, departed effective April 8, 2025.
Farmer Brothers holds annual meeting, elects six directors; adopts federal forum bylaw
Stockholders elected Shaun Mara, John E. Moore III, David A. Pace, Terence C. O'Brien, Bradley L. Radoff and Waheed Zaman as directors for one-year term.
Farmer Bros Q2 net sales flat at $90M; gross margin +270bps to 43.1%; adj EBITDA $5.9M
Net sales $90.0M (vs $89.5M YoY); gross margin 43.1% vs 40.4% (+270 bps).
Farmer Bros. names Brian Miller VP Sales, Tom Bauer as Chief Field Operations Officer
Brian Miller appointed Vice President of Sales, effective January 13, 2025.
Director Stacy Loretz-Congdon will not seek reelection to Farmer Bros. board at 2025 meeting
Loretz-Congdon informed the board on November 13, 2024, of her decision.
Farmer Bros Q1 net sales up 4% to $85.1M; adjusted EBITDA positive $1.4M, gross margin 43.9%
Net sales rose 4% YoY to $85.1M; gross margin expanded 630 bps to 43.9% on improved pricing.
Farmer Bros FY2024 net loss narrows to $3.9M; gross margin up 560 bps to 39.3%
FY2024 net sales $341.1M (+0.3% YoY); gross margin 39.3% vs 33.7%.
Farmer Bros. enters into standstill agreement with 22NW, grants board observer seat
Bryson O. Hirai-Hadley appointed as non-voting Board observer effective August 19, 2024.
Farmer Bros appoints Vance Fisher as CFO, effective June 10, 2024; details compensation package
Vance Fisher appointed CFO effective June 10, 2024; interim CFO Brad Bollner remains VP of Finance.
Farmer Bros Q3 net sales $85.4M; gross margin expands 660 bps to 40.1%
Net loss from continuing ops improved to $0.7M from $6.9M YoY; adjusted EBITDA positive $0.27M.
Base salary of $450,000 per annum, subject to annual review by Compensation Committee.
Company prepared an investor presentation for use at the 36th Annual Roth Conference and other meetings.
Farmer Brothers appoints Terry O'Brien to board of directors, effective March 4, 2024
Terry O'Brien appointed as director; board size set at six members.
Net sales $89.5M (+$0.6M YoY); gross margin 40.4% (+550 bps YoY).
Farmer Bros appoints John Moore as permanent CEO, base salary raised to $450k
John E. Moore III named permanent President and CEO effective Jan 31, 2024; had served as interim CEO since Oct 2023.
Farmer Bros. shareholders elect all five director nominees at 2024 annual meeting
Five directors elected: Loretz-Congdon, Moore, Pace, Radoff, Zaman; each received >10M votes for, with 17.5M shares represented.
Consented to prior sales of 7 real properties across AZ, CA, TX, UT, and WA.
Farmer Bros Q1 net sales $81.9M, gross margin +380bps; settles activist shareholder dispute
Net sales $81.9M (up from $79.8M YoY); gross margin 37.6% vs 33.8% prior year.
Farmer Bros. terminates CHRO Amber Jefferson without cause, effective Dec. 1
Amber Jefferson's employment terminated without cause, effective December 1, 2023.
CEO Deverl Maserang to depart Sept 30; board slate set for 2023 annual meeting
CEO Deverl Maserang's employment terminated without cause effective Sept 30, 2023; receives severance per prior agreement.
Farmer Bros grants $100k RSU to interim CEO, retention bonuses to CFO and GC
John Moore named interim CEO (effective Oct 1, 2023); receives RSUs valued at $100,000 vesting over three years.
FY2023 net sales $340M (+8% YoY); gross margin fell to 34% from 43% due to higher coffee costs and hedging losses.
Farmer Bros. CEO Deverl Maserang terminated without cause, effective Sep 30, 2023
President and CEO Deverl Maserang's employment terminated without cause, effective Sep 30, 2023.
Farmer Bros. CEO Deverl Maserang Departs; John Moore Interim CEO and Brad Bollner Interim CFO
CEO Deverl Maserang terminated without cause, effective Sept 30, 2023; will receive severance per his 2019 employment agreement.
Four Farmer Bros. directors to not stand for re-election; two cite standstill disagreement
Allison Boersma, David Pace, Bradley Radoff, John Robinson will not stand for re-election at 2023 Annual Meeting.
Farmer Bros. CFO Scott Drake to depart Oct 1, 2023; termination not related to FY2023 results
CFO Scott Drake's employment terminated without cause, effective Oct 1, 2023.
Sale closed June 30, 2023 for $100M cash; proceeds fully repay $47M term loan and reduce ABL.
Christopher P. Mottern resigned from the Board effective June 30, 2023, as contemplated by the October 30, 2022 Cooperation Agreement.
Farmer Bros. sells direct ship business to TreeHouse Foods for $100M; focuses on DSD
Asset sale includes Northlake, TX facility; expected to close within 60 days.
Farmer Bros. Q3 net loss $11.4M, net sales up 4% to $124.2M; debt covenant risk flagged
Net sales $124.2M (+4% YoY); DSD revenue grew double digits; DS down mid-single digits.
Farmer Bros. finalizes severance for two terminated officers; $360.5K and $372.75K
Chief Supply Chain Officer Ruben Inofuentes receives 52 weeks' severance of $360,500 in bi-weekly installments.
Farmer Bros. terminates Chief Supply Chain and Chief Sales Officers in cost-cutting move
Terminated Ruben Inofuentes (Chief Supply Chain Officer) and Maurice S.J. Moragne (Chief Sales Officer), effective Feb 17, 2023.
Farmer Bros. Q2 net sales +12% to $132.7M; net loss $13.6M vs $5.4M; Adj EBITDA loss $3.1M
Net sales $132.7M (+12% YoY); net loss $13.6M vs $5.4M loss prior year.
Farmer Bros. adopts amended and restated bylaws with proxy and governance updates
Directors may now be removed with or without cause per DGCL updates.
Farmer Bros. shareholders approve declassification of board and elect nine directors
Certificate amendment eliminates classified board, allows removal with/without cause, and removes Series A preferred references.
Farmer Bros. Q1 net loss widens to $7.4M; sales up 12% but margin slides
Net sales $121.4M (+12% YoY); gross margin 21.9% vs 29.0% a year ago.
Farmer Bros. Co. enters cooperation agreement with JCP and 22NW, appoints Bradley Radoff to board
Board appoints Bradley L. Radoff as independent director and nominates second JCP nominee for election at 2022 annual meeting.
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
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
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
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
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
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
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
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
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
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
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
On April 14, 2025, the Company and Mr. Bauer entered into a general release and separation agreement (the “Separation Agreement”).
Max materiality 1.00 · Median 0.60 · Most common event leadership