FARMER BROTHERS CO 8-K

What Happened

• Farmer Bros. Co. (FARM) filed an 8-K on April 24, 2026 to supplement its definitive proxy statement (filed March 27, 2026) and clarify how shares held in the Farmer Bros. Co. 401(k) Plan will be voted if participants do not provide timely voting instructions. The company is pursuing a proposed merger with Royal Cup, Inc., under an Agreement and Plan of Merger with BP I Brew Merger Sub Inc. as Merger Sub, which will merge into Farmer Bros. with Farmer Bros. surviving.

Key Details

• The 401(k) Trustee will vote all shares for which no timely voting directions (including abstentions) are received in the same proportion as shares that did receive timely directions (i.e., pro rata based on instructed votes).
• Deadline for timely voting directions to the 401(k) Trustee: 11:59 p.m. Eastern Time on April 28, 2026.
• Participants who wish to revoke prior voting directions for the special meeting must contact the 401(k) Trustee.
• The filing reiterates that the definitive proxy and other merger materials have been or will be filed with the SEC and are available at sec.gov and on the company website.

Why It Matters

• This clarification affects how a sizable block of shares held in the company 401(k) Plan may be cast on the merger vote if participants do not submit instructions — it could shift the effective vote outcome by reflecting only the pattern of those who did vote. Investors and 401(k) participants should act before the April 28, 2026 deadline if they want to control how their plan shares are voted.