Mara Shaun 4
4 · FARMER BROTHERS CO · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Farmer Brothers (FARM) Director Mara Shaun Sells 38,000 Shares
What Happened
Mara Shaun, a director of Farmer Brothers Co. (FARM), had 38,000 shares disposed of to the issuer on May 5, 2026 as part of the company’s merger. Each share was converted into $1.29 in cash under the merger terms, producing total proceeds of $49,020. This was a merger-related disposition (not an open-market sale).
Key Details
- Transaction date: 2026-05-05; Price per share: $1.29; Total value: $49,020.
- Transaction type: Disposition to issuer (D) — shares were cancelled and converted into cash at the effective time of the merger.
- Shares owned after transaction: The filing reflects the cancelation/conversion of outstanding common stock under the merger; the Form 4 does not list a post-transaction common‑stock balance.
- Relevant footnotes:
- F1: Merger of Farmer Brothers into a subsidiary of Royal Cup — all outstanding common stock cancelled and converted into $1.29 per share cash; board approved treatment consistent with Rule 16b-3.
- F2/F3: Outstanding restricted stock units (RSUs) were cancelled and holders receive a contingent cash payment equal to RSU shares × $1.29 (plus any accrued dividend equivalents, less withholding), subject to RSU terms.
- Filing timeliness: Form filed on 2026-05-05 (same day as the reported transaction), indicating a timely report.
Context
This was a corporate-merger cash-out, so the disposition reflects mandatory conversion/cancellation under the Merger Agreement rather than a voluntary insider sale. Footnotes show the merger also converts outstanding RSUs into cash payables based on the $1.29 per‑share consideration.
Insider Transaction Report
Form 4Exit
Mara Shaun
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-05-05$1.29/sh−38,000$49,020→ 0 total
Footnotes (3)
- [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.
- [F2]Pursuant to the Merger Agreement, each of the Issuer's restricted stock units, including time-based, cash-based and performance-based restricted stock units (collectively, the "Issuer RSUs") that have been granted under the Issuer's Amended and Restated 2017 Long-Term Incentive Plan or 2020 Inducement Incentive Plan (together, the "Equity Plans") and are outstanding as of immediately prior to the Effective Time will be cancelled and terminated as of the Effective Time.
- [F3]In exchange therefor, each holder of Issuer RSUs will have the contingent right to receive from the surviving corporation in the Merger an amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of Common Stock subject to such Issuer RSU (in the case of any performance-based Issuer RSU, with the applicable performance metrics at the greater of target level or actual performance) by (2) $1.29 in cash without interest, plus any accrued and unpaid dividend equivalent rights with respect to such Issuer RSU, less any applicable withholding taxes. The cash-based awards are subject to the same terms and conditions as are applicable to the corresponding Issuer RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment, with performance-based restricted stock units having a time-based vesting date of the last day of the performance period applicable to the corresponding Issuer RSU).
Signature
/s/ Jared Vitemb, attorney-in-fact for Shaun Mara|2026-05-05