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. 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 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.
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).
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 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.
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 0.57 · Most common event earnings