FARM Amends 10-K, Details Board & Execs Amid Leadership Shake-Up

TL;DR

**FARM's 10-K/A finally pulls back the curtain on its new leadership, signaling a potential fresh start for the struggling coffee company.**

AI Summary

Farmer Brothers Co. (FARM) filed an Amendment No. 1 on Form 10-K/A to its Annual Report for the fiscal year ended June 30, 2025, primarily to provide information required by Items 10 through 14 of Part III, which were previously omitted. This amendment includes detailed disclosures on Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees and Services. The company reported an aggregate market value of voting and non-voting common equity held by non-affiliates of $30.4 million as of December 31, 2024. As of October 1, 2025, there were 21,602,012 shares of common stock outstanding. Key leadership changes include John E. Moore III, age 55, appointed President and CEO in January 2024, and Vance Fisher, age 57, joining as CFO in June 2024. Shaun Mara, age 60, joined the Board in 2025 and chairs the Audit Committee, bringing significant financial expertise from The Simply Good Foods Company and Dean Foods. The company also highlighted its non-accelerated filer and smaller reporting company status, indicating a lower market capitalization and reduced reporting requirements.

Why It Matters

This 10-K/A filing is crucial for investors as it finally provides transparency into Farmer Brothers' leadership structure, executive compensation, and corporate governance, information previously omitted. The appointment of John E. Moore III as President and CEO, along with Vance Fisher as CFO, signals a significant leadership overhaul, potentially impacting strategic direction and operational efficiency. Shaun Mara's addition to the board and his role as Audit Committee Chair, given his background at The Simply Good Foods Company and Dean Foods, could enhance financial oversight and investor confidence. In a competitive coffee and food service industry, strong governance and experienced leadership are vital for FARM to navigate market challenges and execute its turnaround strategy.

Risk Assessment

Risk Level: medium — The filing itself is an amendment to provide previously omitted information, which can sometimes indicate internal control issues or delays, though the company states it was in reliance on General Instruction G(3). The company's status as a 'smaller reporting company' and 'non-accelerated filer' suggests a lower market capitalization and potentially less robust internal controls compared to larger entities, as evidenced by the $30.4 million market value of non-affiliate common equity. The extensive list of 'forward-looking statements' risks, including 'the success of our turnaround strategy' and 'our ability to meet financial covenant requirements in our Credit Facility,' highlights significant operational and financial uncertainties.

Analyst Insight

Investors should scrutinize the newly disclosed executive compensation and governance details for alignment with shareholder interests and performance incentives. Monitor the impact of the new CEO, John E. Moore III, and CFO, Vance Fisher, on the company's 'turnaround strategy' and financial performance in upcoming quarters. Given the 'medium' risk level and 'smaller reporting company' status, a cautious approach is warranted, focusing on tangible improvements in revenue, net income, and debt management.

Executive Compensation

Key Numbers

• $30.4 million — Aggregate market value of common equity held by non-affiliates (As of December 31, 2024, indicating the company's market capitalization for non-insiders.)
• 21,602,012 — Shares of common stock outstanding (As of October 1, 2025, representing the total number of shares in circulation.)
• June 30, 2025 — Fiscal year end (The period covered by the Annual Report on Form 10-K.)
• October 24, 2025 — Filing date of Amendment No. 1 (The date this 10-K/A was filed with the SEC.)
• 120 days — Deadline for filing definitive proxy statement (After fiscal year end, as per General Instruction G(3) to Form 10-K.)
• 6 — Current authorized number of directors (Fixed by resolution of the Board of Directors.)
• 30 years — John E. Moore III's experience in the coffee industry (Highlighting the CEO's extensive background in the sector.)
• 2023 — Year David A. Pace joined the Board (And became Chairman on October 11, 2023.)
• 2025 — Year Shaun Mara joined the Board (And became Chair of the Audit Committee.)
• 2024 — Year Vance Fisher joined as CFO (Bringing financial consulting experience to the company.)

Key Players & Entities

• FARMER BROTHERS CO (company) — Registrant
• John E. Moore III (person) — President and Chief Executive Officer
• Vance Fisher (person) — Chief Financial Officer
• Shaun Mara (person) — Board Director and Chair of Audit Committee
• David A. Pace (person) — Chairman of the Board
• GRANT THORNTON LLP (company) — Auditor
• SEC (regulator) — Securities and Exchange Commission
• The Simply Good Foods Company (company) — Previous employer of Shaun Mara
• Dean Foods (company) — Previous employer of Shaun Mara and Jared Vitemb
• Nasdaq Global Select Market (regulator) — Exchange where FARM common stock is registered

FAQ

Industry Context

Farmer Brothers Co. operates within the coffee and foodservice industry, a sector characterized by intense competition from large national chains and smaller independent players. Key trends include evolving consumer preferences for specialty coffee, demand for convenient delivery options, and increasing focus on sustainability and ethical sourcing. The company's performance is influenced by commodity price fluctuations for coffee beans and operational costs.

Regulatory Implications

As a publicly traded company, Farmer Brothers Co. is subject to SEC regulations, including timely filing of financial reports and adherence to corporate governance standards. Its status as a non-accelerated filer and smaller reporting company allows for scaled disclosure requirements, but compliance with these regulations remains crucial to maintain investor confidence and avoid penalties.

What Investors Should Do

1. Review leadership changes and their impact.
2. Monitor the company's market capitalization and financial health.
3. Evaluate the expertise of the Board of Directors.

Key Dates

• 2025-06-30: Fiscal year end — Marks the end of the reporting period for the annual report.
• 2024-12-31: Aggregate market value of common equity held by non-affiliates calculated — Indicates the company's market capitalization for non-insiders, valued at $30.4 million.
• 2025-10-01: Shares of common stock outstanding recorded — Total number of shares in circulation was 21,602,012.
• 2024-01-01: John E. Moore III appointed President and CEO — Key leadership change at the top executive level.
• 2024-06-01: Vance Fisher joined as CFO — Addition of a new Chief Financial Officer.
• 2025-01-01: Shaun Mara joined the Board — Board expansion with a new director, also chairs the Audit Committee.

Glossary

Form 10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to Farmer Brothers Co.'s annual report, indicating updates or additions to previously submitted information.)

Non-accelerated filer

A category of public company that meets certain criteria, including a public float below $75 million, and is subject to fewer SEC reporting and compliance requirements. (Farmer Brothers Co. identifies as a non-accelerated filer, suggesting a smaller market capitalization and potentially less stringent regulatory oversight compared to larger companies.)

Smaller reporting company

A designation for public companies with a public float of less than $250 million or annual revenues of less than $100 million, allowing for scaled disclosure requirements. (Farmer Brothers Co.'s status as a smaller reporting company means it benefits from reduced disclosure obligations in its SEC filings.)

Aggregate market value of common equity held by non-affiliates

The total market value of a company's stock held by investors who are not considered company insiders (officers, directors, or major shareholders). (This metric, reported as $30.4 million as of December 31, 2024, is a key indicator of the company's market capitalization.)

Board of Directors

A group of individuals elected by shareholders to oversee the management of a company. (The filing details the composition, election process, and number of directors, currently fixed at six.)

Audit Committee

A subcommittee of the Board of Directors responsible for overseeing financial reporting and internal controls. (Shaun Mara chairs the Audit Committee, highlighting his financial expertise and oversight role.)

Year-Over-Year Comparison

This filing is an Amendment No. 1 to the Form 10-K for the fiscal year ended June 30, 2025. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or margin changes are not available within this specific amendment. The amendment's primary purpose is to provide previously omitted Part III information, focusing on corporate governance, executive compensation, and security ownership, rather than updating the core financial performance from the prior year's filing.

Key Financial Figures

• $1.00 — ch Registered Common Stock, par value $1.00 per share FARM Nasdaq Global Select M

Filing Documents

• tm2528235d1_10ka.htm (10-K/A) — 748KB
• tm2528235d1_ex31-1.htm (EX-31.1) — 7KB
• tm2528235d1_ex31-2.htm (EX-31.2) — 7KB
• tm2528235d1_ex32-1.htm (EX-32.1) — 4KB
• tm2528235d1_ex32-2.htm (EX-32.2) — 4KB
• tm2528235d1_10kaimg005.jpg (GRAPHIC) — 91KB
• tm2528235d1_10kaimg006.jpg (GRAPHIC) — 95KB
• tm2528235d1_10kaimg007.jpg (GRAPHIC) — 83KB
• 0001104659-25-102170.txt ( ) — 1766KB
• farm-20250630.xsd (EX-101.SCH) — 3KB
• farm-20250630_lab.xml (EX-101.LAB) — 35KB
• farm-20250630_pre.xml (EX-101.PRE) — 23KB
• tm2528235d1_10ka_htm.xml (XML) — 6KB

Directors, Executive Officers and Corporate Governance

ITEM 10. Directors, Executive Officers and Corporate Governance 5

Executive Compensation

ITEM 11. Executive Compensation 14

Security Ownership of Certain Beneficial Owners and Management

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41

Certain Relationships and Related Transactions, and Director

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 44

Principal Accountant Fees and Services

ITEM 14. Principal Accountant Fees and Services 46 PART IV 48

Exhibits and Financial Statement Schedules

ITEM 15. Exhibits and Financial Statement Schedules 48

SIGNATURES

SIGNATURES 58 i EXPLANATORY NOTE Farmer Bros. Co. ("Farmer Bros." or the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the Securities and Exchange Commission (the "SEC") on September 11, 2025 (the "Original Filing" or the "2025 Form 10-K"). This Amendment is being filed for the purpose of providing the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after the last day of the Company's fiscal year on June 30, 2025. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the cover page to the Original Filing and Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is including Item 15 of Part IV, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 with this Amendment. Except as described above, no other changes have been made to the Original Filing. This Amendment does not affect any other section of the Original Filing not otherwise discussed herein and continues to speak as of the date of the Original Filing. The Company has not updated the disclosures contained in the Original Filing to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company's other filings made with the SEC subsequent to the filing of the Original Filing. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STAT

Directors, Executive Officers and Corporate Governance

ITEM 10. Directors, Executive Officers and Corporate Governance Directors Each director of the Company is to be elected annually and serve until his or her successor has been elected and qualified, or until his or her death, resignation, retirement, disqualification or removal from office. The authorized number of directors is set forth in the Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and shall consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of the Board of Directors of the Company (the "Board"). The authorized number of directors is currently six. Any vacancy on the Board that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Company may be removed from office at any time, with or without cause, in accordance with the Delaware General Corporation Law. There are no family relationships among any directors or executive officers of the Company. Except as disclosed below, none of the directors is a director of any other publicly held company. Except as otherwise disclosed herein, there are no arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director. Set forth below are the biographies of each director, including their ages and positions and offices held with the Company as of the date hereof. D

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