Radoff Bradley Louis 4
4 · FARMER BROTHERS CO · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Farmer Brothers (FARM) Director Bradley Radoff Sells Shares
What Happened Bradley Louis Radoff, a director of Farmer Brothers Co. (FARM), had a total of 493,679 shares disposed of to the issuer as part of a merger cash-out. The filing shows two dispositions on May 5, 2026: 368,679 shares and 125,000 shares, each converted at $1.29 per share, producing combined proceeds of approximately $636,846. This was a disposition (sale/convert) to the issuer under the terms of the merger, not an open-market sale.
Key Details
- Transaction date: May 5, 2026. Price: $1.29 per share.
- Shares disposed: 368,679 and 125,000 (total 493,679).
- Total proceeds: ~$475,596 + $161,250 = ~$636,846.
- Transaction code: Disposition to issuer (D) — conversion/cash-out in connection with the merger.
- Footnote: Under the Merger Agreement (dated March 3, 2026), each outstanding share of Farmer Brothers common stock was automatically cancelled and converted into the right to receive $1.29 per share in cash at the merger's effective time. The disposition was approved by the company’s board as contemplated by Rule 16b-3.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Filing timeliness: Report dated and filed May 5, 2026 (no indication of a late filing in the excerpt).
Context This was a cash-out conversion tied to a corporate merger (Merger Sub merged into the issuer, with Farmer Brothers becoming a wholly owned subsidiary), so the transaction reflects merger consideration paid to holders rather than a voluntary market sale by the director. For retail investors, purchases typically provide clearer signals about insider sentiment; mandatory or agreement-driven dispositions like this are routine outcomes of M&A and do not necessarily indicate the director’s view on the company’s future.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-05$1.29/sh−368,679$475,596→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-05-05$1.29/sh−125,000$161,250→ 0 total(indirect: By Foundation)
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.