Fisher Vance Ratliff 4
4 · FARMER BROTHERS CO · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
FARMER BROTHERS (FARM) CFO Fisher Ratliff Sells 216,895 Shares
What Happened Fisher Vance Ratliff, Chief Financial Officer of Farmer Brothers Co. (FARM), had 216,895 shares disposed to the issuer on 2026-05-05 under the merger with Royal Cup, Inc. The shares were converted into cash at $1.29 per share, producing $279,795 in cash consideration. The transaction is reported as a disposition to the issuer (code D) — not an open-market sale.
Key Details
- Transaction date and price: 2026-05-05 at $1.29 per share.
- Shares disposed: 216,895; gross cash received: $279,795.
- Transaction type: Disposition to issuer (D) — conversion/cash-out under the Merger Agreement.
- Post-transaction holdings: Not specified in the Form 4 filing.
- Footnote highlights: The sale/conversion resulted from the Merger Agreement (effective March 3, 2026) where each outstanding common share was cancelled and converted into $1.29 in cash (F1). Outstanding RSUs were cancelled and converted into contingent cash rights at the same $1.29 per share equivalent, subject to applicable terms and withholding (F2–F3). The board approved the disposition consistent with Rule 16b-3 (F1).
- Filing timeliness: Reported on 2026-05-05 (same day as the reported transaction date).
Context This disposition was part of the company’s merger consideration — shares were converted into cash at a set deal price — and therefore differs from an insider selling shares on the open market. The Form 4 shows the mechanics of the cash-out and RSU treatment under the merger; it does not indicate trading intent or market sentiment by the CFO.
Insider Transaction Report
Form 4Exit
Fisher Vance Ratliff
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-05-05$1.29/sh−216,895$279,795→ 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 Vance R. Fisher|2026-05-05