OBRIEN TERENCE C 4

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.