Radoff Bradley Louis 4

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.