FARMER BROTHERS CO

false --06-30 0000034563 FARMER BROTHERS CO 0000034563 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 FARMER BROS. CO. (Exact Name Of Registrant As Specified In Its Charter) Delaware 001-34249 95-0725980 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 14501 N. Fwy Fort Worth , Texas 76177 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 682 ) 549-6600 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $1.00 per share FARM Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Introductory Note On May 5, 2026 (the “Closing Date”), the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of March 3, 2026 (the “Merger Agreement”), by and among Farmer Bros. Co., a Delaware corporation, (the “Company”), Royal Cup, Inc., a Delaware corporation (“Royal Cup”), and BP I Brew Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Royal Cup (“Merger Sub”), that provided for the merger of Merger Sub with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Royal Cup (the “Surviving Corporation”) were completed. Item 1.02. Termination of a Material Definitive Agreement. In connection with the closing of the Merger, 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. The Credit Agreement is described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2021, which description is incorporated by reference into this Item 1.02. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On the Closing Date, Royal Cup completed its previously announced acquisition of the Company pursuant to the Merger Agreement through the merger of Merger Sub with and into the Company with the Company continuing as the Surviving Corporation, as a wholly-owned subsidiary of Royal Cup. As a result of the Merger, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) was automatically canceled and (other than shares of Company Common Stock that were (1) owned or held in treasury by the Company, (2) owned by Royal Cup or Merger Sub (or any of their respective affiliates) or (3) owned by stockholders who properly exercised appraisal rights for such shares in accordance with Section 262 of the Delaware General Corporation Law, as amended, converted into the right to receive $1.29 in cash, without interest (the “Merger Consideration”). E ach restricted stock unit (the “Company RSUs”) and each cash-settled restricted stock unit (the “Company CSRSUs”) outstanding as of immediately prior to the Effective Time was cancelled and terminated and converted into the contingent right to receive from the Surviving Corporation a payment amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to such Company RSU or CSRSU, as applicable, by (2) the Merger Consideration, plus any dividend equivalent rights accrued and unpaid thereon, less any applicable withholding taxes. Following the Effective Time, the converted Company RSUs and Company CSRSUs are subject to the same terms and conditions applicable to the Company RSU and Company CSRSU award in effect immediately prior to the conversion of the Company RSUs and Company CSRUs, including time-based vesting conditions and terms related to the treatment of the award upon a termination of employment. Each performance-based stock unit (the “Company PBRSUs”) outstanding as of immediately prior to the Effective Time was cancelled and terminated and converted into the contingent right to receive from the Surviving Corporation a payment amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to such PBRSU, as determined assuming that the applicable performance metrics have been achieved at target level, by (2) the Merger Consideration, plus any dividend equivalent rights accrued and unpaid thereon less any applicable withholding taxes. Following the Effective Time, the converted Company PBRSUs are no longer subject to performance-based vesting conditions and instead are subject solely to time-based vesting conditions, consistent with the remaining time-based vesting terms in effect immediately prior to the conversion of the Company PBRSUs. As a result, at the Effective Time, each stock option of the Company (the “Company Stock Options”), whether vested or exercisable immediately prior to the Effective Time was automatically converted into the right to receive from the Surviving Corporation an amount in cash equal to the product obtained by multiplying (1) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option, by (2) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time. All Company Stock Options for which the exercise price equaled or exceeded the Merger Consideration were canceled and extinguished as of the Effective Time. 2 The aggregate consideration paid by Royal Cup to acquire the Company Common Stock was approximately $28.3 million (including amounts payable to the holders of the Company RSUs, Company CSRSUs, and Company PBRSUs as described above). The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. On May 5, 2026, the Company notified the Nasdaq Glo