OBRIEN TERENCE C 4

4 · FARMER BROTHERS CO · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

Farmer Brothers (FARM) Director Terence O'Brien Sells 35,571 Shares

What Happened

Terence C. O'Brien, a director of Farmer Brothers Co. (FARM), had 35,571 shares disposed of to the issuer on 2026-05-05 at $1.29 per share, resulting in $45,887 in cash. The filing lists the transaction as a disposition (code D).

Key Details

Transaction date: 2026-05-05; Price: $1.29 per share; Proceeds: $45,887.
Transaction code: D (disposition to issuer — here, shares cancelled and converted to cash).
Shares owned after the transaction: not specified in the provided filing.
Notable footnote: Under the Merger Agreement dated March 3, 2026, Merger Sub merged into the issuer and each outstanding common share was cancelled and converted into the right to receive $1.29 cash per share; the board approved the disposition as contemplated by Rule 16b-3 (see F1).
Filing timeliness: Reported on 2026-05-05 (same day as the reported transaction), indicating a timely filing.

Context

This was a merger cash-out rather than an open-market sale or a voluntary executive sale. Under the merger terms, shareholder common stock was automatically cancelled and converted into cash at $1.29 per share, so the disposition reflects that corporate transaction.
Such merger-driven dispositions are routine and reflect the transaction mechanics (cancellation and cash payment) rather than an individual director’s trading decision.

Form 4Exit

Period: 2026-05-05

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-05-05$1.29/sh−35,571$45,887→ 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

/s/ Jared Vitemb, Attorney-in-fact for Terence C. O'Brien|2026-05-05

1 file