PACE DAVID 4

4 · FARMER BROTHERS CO · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

Farmer Brothers (FARM) Director David Pace Sells 105,137 Shares

What Happened

David Pace, a director of Farmer Brothers Co. (FARM), recorded a disposition of 105,137 shares on May 5, 2026. The shares were converted into cash as part of a merger consideration at $1.29 per share, for aggregate proceeds of $135,627. This was a disposition to the issuer (merger conversion), not an open‑market sale.

Key Details

Transaction date: 2026-05-05; Price per share: $1.29; Total value: $135,627.
Transaction code: D (Disposition to issuer) — shares were cancelled and converted into cash under the merger agreement.
Shares owned after transaction: the issuer’s common stock was cancelled at the effective time of the merger; the reporting person no longer holds the cancelled common shares.
Footnote: Per the Merger Agreement dated March 3, 2026, Merger Sub merged into the issuer and each outstanding common share was automatically cancelled and converted into the right to receive $1.29 cash. The board approved the disposition in the manner contemplated by Rule 16b-3.
Filing timeliness: Reported on Form 4 with period and filing date of 2026-05-05 (timely).

Context

This is a routine merger-related cash conversion (not a buy/sell decision by the insider). The Form 4 reflects the mandatory conversion of issued shares into merger consideration rather than an independent trading decision.

Form 4Exit

Period: 2026-05-05

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-05-05$1.29/sh−105,137$135,627→ 0 total

Footnotes (1)

[F1]Pursuant to the Agreement and Plan of Merger, dated March 3, 2026, by and among the Issuer, Royal Cup, Inc. ("Parent") and BP I Brew Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $1.00 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $1.29 per share of Common Stock in cash, without interest. The disposition of the securities by the Reporting Person in the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Signature

Jared Vitemb, Attorney-in-Fact for David Pace|2026-05-05

1 file