Fisher Vance Ratliff 4

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.