Vitemb Jared 4
4 · FARMER BROTHERS CO · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Farmer Brothers (FARM) VP General Counsel Jared Vitemb Sells 200,654 Shares
What Happened
Jared Vitemb, Vice President and General Counsel of Farmer Brothers (FARM), had 192,114 common shares and 8,540.085 RSU-related shares disposed of on 2026-05-05 at $1.29 per share, receiving approximately $247,827 and $11,017 respectively (total ≈ $258,844). These were dispositions to the issuer as part of the March 3, 2026 merger, not open-market sales.
Key Details
- Transaction date: 2026-05-05; Price: $1.29 per share.
- Shares disposed: 192,114 shares + 8,540.085 RSU-equivalent shares = 200,654.085 total.
- Proceeds: approximately $247,827 and $11,017, total ≈ $258,844.
- Shares owned after transaction: not disclosed in the provided filing.
- Filing date (Accession 0001884029-26-000003): 2026-05-05 (filed timely with transaction date).
- Notable footnotes: The dispositions occurred under the Merger Agreement—outstanding common stock was cancelled and converted to $1.29 per share in cash; outstanding RSUs were cancelled and converted to cash based on share-equivalent amounts and applicable performance/vesting terms (see footnotes F1–F3). Board approval and treatment consistent with Rule 16b-3 are noted.
Context
This transaction reflects the merger consideration paid to shareholders and RSU holders (cash-out at $1.29/share) rather than an insider selling into the open market. Such issuer-directed dispositions typically indicate conversion/cancellation under merger terms, not a signal of trading intent.
Insider Transaction Report
Form 4Exit
Vitemb Jared
VP, General Counsel
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-05-05$1.29/sh−192,114$247,827→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-05-05$1.29/sh−8,540.085$11,017→ 0 total(indirect: By 401(k))
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|2026-05-05