Farmer Brothers Co. Files Proxy Statement for Merger/Acquisition

TL;DR

FARMER BROTHERS CO (FARM) filed proxy for merger/acquisition. Big news coming.

AI Summary

Farmer Brothers Co. filed a Definitive Proxy Statement (DEFM14A) on March 27, 2026, related to a merger or acquisition. The filing includes various documents, such as the proxy statement itself and several graphic files, indicating a significant corporate event is being communicated to shareholders. The company's mailing and business addresses are in Fort Worth, Texas.

Why It Matters

This filing signals a major corporate event like a merger or acquisition for Farmer Brothers Co., which could significantly impact its business operations, stock value, and market position.

Risk Assessment

Risk Level: medium — Proxy statements related to mergers or acquisitions often indicate significant strategic shifts that carry inherent risks and uncertainties for the company and its shareholders.

Key Players & Entities

• FARMER BROTHERS CO (company) — Filer of the DEFM14A
• 0000034563 (company) — CIK number for Farmer Brothers Co.
• 2026-03-27 (date) — Filing Date of the DEFM14A
• P O BOX 77057 FORT WORTH TX 76177 (address) — Mailing Address for Farmer Brothers Co.
• 14501 N. FREEWAY FORT WORTH TX 76177 (address) — Business Address for Farmer Brothers Co.

FAQ

Key Financial Figures

• $1.29 — aisal rights) into the right to receive $1.29 in cash without interest. Royal Cup, In
• $1.00 — their shares of common stock, par value $1.00 per share, of the company (the " common
• $842,000 — urse Royal Cup and its affiliates up to $842,000 for their reasonable and documented out
• $1,684,000 — be required to pay a termination fee of $1,684,000 (less any expenses already reimbursed,
• $32.6 million — cted cash of the company, not exceeding $32.6 million immediately prior to the closing. For a

Filing Documents

• tm268832-2_defm14a.htm (DEFM14A) — 2563KB
• bc_historicalcustomer-4c.jpg (GRAPHIC) — 60KB
• bc_sensitivityana-4c.jpg (GRAPHIC) — 98KB
• lg_farmerbrothers-bwlr.jpg (GRAPHIC) — 9KB
• lg_northpoint-4clr.jpg (GRAPHIC) — 10KB
• px_26farmpxy01pg01-bw.jpg (GRAPHIC) — 242KB
• px_26farmpxy01pg02-bw.jpg (GRAPHIC) — 174KB
• sg_davidapace-bw.jpg (GRAPHIC) — 4KB
• sg_jaredgvitemb-bw.jpg (GRAPHIC) — 5KB
• sg_johnemoore-bw.jpg (GRAPHIC) — 3KB
• 0001104659-26-035700.txt ( ) — 3337KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 97 THE VOTING AGREEMENTS 99 MARKET PRICES AND DIVIDEND DATA 101 THE MARKET FOR OUR COMMON STOCK 101 HISTORICAL MARKET PRICES 101 DIVIDEND POLICY 101 ii TABLE OF CONTENTS MISCELLANEOUS 102 RECEIVING THE PER SHARE MERGER CONSIDERATION 102 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING 102 HOUSEHOLDING 102 STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING 102 LEGAL AND CAUTIONARY DISCLOSURES 103

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 104 WHERE YOU CAN FIND MORE INFORMATION 106 APPENDICES MERGER AGREEMENT A-1 OPINION OF NORTH POINT MERGERS AND ACQUISITIONS, INC. B-1 VOTING AGREEMENT C-1 SECTION 262 OF THE DGCL D-1 iii TABLE OF CONTENTS PREFACE ABOUT THIS PROXY STATEMENT This document is being sent by Farmer Bros. Co., a Delaware corporation, which we refer to as " we ," " us ," " our ," " Farmer Bros. ," or the " company ," and our board of directors to solicit proxies from our stockholders to vote their shares of common stock, par value $1.00 per share, of the company (the " common stock ") at the special meeting of our stockholders to be held on May 1, 2026. At the special meeting, our stockholders will be asked, among other things, to adopt the Agreement and Plan of Merger, which, as it may be amended from time to time, we refer to as the " merger agreement ," entered into on March 3, 2026, by and among Farmer Bros., Royal Cup, Inc., which we refer to as " Royal Cup " or " Parent ," and BP I Brew Merger Sub Inc., which we refer to as " Merger Sub ." Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Farmer Bros., with Farmer Bros. continuing as the surviving corporation and becoming a wholly-owned subsidiary of Royal Cup, which we refer to as the " merger ." For a description of the company and the other parties involved in the transactions described in this proxy statement, see " Parties " beginning on page 21 . ADDITIONAL INFORMATION References to this proxy statement are meant to include not only the main body of this proxy statement, but also the accompanying notice of special meeting and proxy card and each of the appendices. We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission, which we refer to as the " SEC ." Because these documents contain important information and may subsequently supplement or amend this

View Full Filing

View this DEFM14A filing on SEC EDGAR