UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

​

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

Farmer Bros. Co.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

☐

No fee required.

​

​

☒

Fee paid previously with preliminary materials.

​

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

 

March 27, 2026

Dear Farmer Bros. Stockholder:

Farmer Bros. Co. (“Farmer Bros.,” “we,” “us” or “our”) has entered into an agreement to be acquired by way of a merger. If the proposed merger is completed, Farmer Bros. will become a wholly-owned subsidiary of Royal Cup, Inc., and each share of Farmer Bros. common stock will be converted (unless you have properly exercised your appraisal rights) into the right to receive $1.29 in cash without interest. Royal Cup, Inc. is an affiliate of Braemont Capital Management LLC, which we refer to as “Braemont”, a relationship-driven investment firm focused on partnering with founders, families and ownership-minded leaders to help companies achieve their next phase of growth.

Our board of directors unanimously approved the merger agreement and has called a special meeting of our stockholders at which stockholders will have the opportunity to consider and vote upon a proposal to adopt the merger agreement. Stockholder approval is one of several conditions to the proposed merger. Our board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered at the special meeting, including adoption of the merger agreement. The attached notice of special meeting includes further details about the special meeting, which will be held on May 1, 2026 at 11:00 a.m. Central Time. The special meeting will be held in a virtual format only with no physical location. The special meeting will be accessible via live webcast at www.virtualshareholdermeeting.com/FARM2026SM.

You’re invited to attend the special meeting virtually but, whether or not you plan to attend, please vote your shares as promptly as possible. Depending on how you hold your shares, you’ll find voting instructions beginning on page 18 of the enclosed proxy statement and on the enclosed proxy or voting instruction card. Your vote is very important, because the merger cannot be completed unless holders of a majority of the outstanding shares of our common stock vote in favor of the proposal to adopt the merger agreement. A failure to vote your shares of our common stock on the proposal to adopt the merger agreement will have the same effect as a vote against the proposal.

The attached proxy statement provides you with detailed information about the special meeting, the merger agreement, and the merger. A copy of the merger agreement is attached to the enclosed proxy statement as Appendix A. I encourage you to read the proxy statement, including its appendices, carefully and in its entirety.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Morrow Sodali, by telephone at (800) 662-5200 (within the U.S.) or by email at FARM@morrowsodali.com.

Thank you for your continued support.
Sincerely,

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated March 27, 2026, and is first being mailed to stockholders on or about March 27, 2026.

 

 

FARMER BROS. CO.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2026

TO THE STOCKHOLDERS OF FARMER BROS. CO.:

You are cordially invited to attend a special meeting of stockholders, to be held virtually at www.virtualshareholdermeeting.com/FARM2026SM on May 1, 2026 at 11:00 a.m. Central Time. The purpose of the special meeting is to consider and vote upon the following proposals:

1.

Merger Proposal.   To adopt the Agreement and Plan of Merger, dated as of March 3, 2026 (which, as it may be amended from time to time, we refer to as the “merger agreement”), by and among Farmer Bros. Co., Royal Cup, Inc., and BP I Brew Merger Sub Inc., pursuant to which Farmer Bros. would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup, Inc., which we refer to as the “merger.”

​

2.

Advisory Compensation Proposal.   To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to our named executive officers in connection with the merger.

​

3.

Adjournment Proposal.   To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

​

Our board of directors unanimously recommends that our stockholders vote “FOR” each of these proposals.

Enclosed with this notice of special meeting of stockholders is a proxy statement, which describes these proposals in more detail, and a form of proxy, which allows you to vote on these proposals. The proxy statement includes a summary of the merger agreement, and a copy of the merger agreement is attached thereto as Appendix A. Please carefully review these materials, including the appendices to the proxy statement.

We welcome you to attend the meeting virtually, but whether or not you plan to attend, please submit your completed proxy via phone, mail, or internet as soon as possible. Proxies are revocable and will not affect your right to vote in person (virtually) in the event you revoke the proxy and attend the meeting. Instructions on how to vote are found in the section titled “The Special Meeting — How to Cast your Vote” beginning on page 18.

Your vote is very important, regardless of the number of shares of Farmer Bros. common stock that you own. The failure of any stockholder of record to vote in person (virtually) at the special meeting or to submit a completed proxy via phone, mail, or internet before the special meeting or of any beneficial owner to direct your broker, bank, or other nominee on how to vote your shares on your behalf, will have the same effect as a vote “AGAINST” the merger proposal.

If you are a participant in the Farmer Bros. Co. 401(k) Plan (the “401(k)”), you should follow the instructions provided by the 401(k) trustee, Principal Financial Group (the “401(k) Trustee”), with respect to having the shares owned by you in the 401(k) voted at the special meeting. If you are a 401(k) participant, although you may virtually attend the special meeting, you will not be able to cast a vote at the special meeting with respect to any shares you hold through the 401(k).

Stockholders and beneficial owners who do not vote in favor of the merger proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) have the right to seek appraisal of the fair value of their shares of Farmer Bros. common stock, subject to and as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the merger proposal, any stockholder or beneficial owner (as defined in Section 262 of the DGCL) wishing to exercise its appraisal rights must deliver a written demand for appraisal to Farmer Bros. before

 

 

the vote on the merger proposal at the special meeting and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix D to the enclosed proxy statement.

Only stockholders of record at the close of business on March 19, 2026, will be entitled to vote at the special meeting. Each stockholder is entitled to one vote per share of our common stock on all matters to be voted on at the meeting. Other than the proposals set forth above, no other business will be conducted at the special meeting.

 

 

   

Farmer Bros. Co.

PROXY STATEMENT FOR SPECIAL
MEETING OF STOCKHOLDERS TO BE HELD
ON MAY 1, 2026

The date of this Proxy Statement is March 27, 2026

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

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 proxy statement, you should monitor and review our SEC filings until the special meeting is completed. See “Where You Can Find More Information” beginning on page 106.

We have not authorized anyone to provide any information other than what is contained in this proxy statement and take no responsibility for any information others may give you. See “Miscellaneous — Legal and Cautionary Disclosures — Other Information Not Authorized by Farmer Bros.” beginning on page 103.

This proxy statement contains a variety of forward-looking statements, which are subject to a number of risks and uncertainties. We caution you not to place undue reliance on forward-looking statements. See “Miscellaneous — Forward- Looking Statements” beginning on page 104.

DATE OF MAILING

We expect that this proxy statement, the related form of proxy, and notice of special meeting will first be mailed to stockholders on or about March 27, 2026.

 

iv

 

​	Time:	​	​	11:00 a.m. Central Time	​
​	Date:	​	​	May 1, 2026	​
​	Place:	​	​	Via live webcast at www.virtualshareholdermeeting.com/FARM2026SM.	​
​	Record Date:	​	​	March 19, 2026	​
​	Voting Eligibility:	​	​	Stockholders of record as of the close of business on the record date are entitled to vote, and each share of our common stock is entitled to one vote on all matters to be voted on. As of the close of business on the record date for the special meeting, there were 21,944,882 shares of our common stock outstanding and entitled to vote at the special meeting. There are no other securities outstanding and entitled to vote at the special meeting.	​
​	Attendance:	​	​	Attendance at the special meeting will be limited to stockholders of record and beneficial owners who provide a legal proxy and proof of ownership as of the record date (such as an account statement, a copy of the voting instruction card provided by a broker, bank or other nominee, or other similar evidence of ownership). If you are a participant in the 401(k), you may attend the special meeting if you can provide proof that you are a 401(k) participant. Each 401(k) participant has the right to direct the 401(k) Trustee on how to vote the shares of common stock held in his or her account under the 401(k), but participants will not be able to cast a vote at the special meeting with respect to any shares they hold through the 401(k).	​

​

No.

​

​

Proposal

​

​

Voting Requirement

​

​

Voting Recommendation

​

​

Effect of Abstentions and Broker Non-Votes

​

​

See Page

​

​

1

​

​

Merger Proposal.   To adopt the Agreement and Plan of Merger, dated as of March 3, 2026, by and among Farmer Bros. Co., Royal Cup, Inc., and BP I Brew Merger Sub Inc., pursuant to which Farmer Bros. would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup, which we refer to as the “merger proposal.”

​

​

The affirmative vote of a majority of the outstanding common stock.

​

​

FOR

​

​

Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal.

​

​

94

​

1

 

​

No.

​

​

Proposal

​

​

Voting Requirement

​

​

Voting Recommendation

​

​

Effect of Abstentions and Broker Non-Votes

​

​

See Page

​

​

2

​

​

Advisory Compensation Proposal.   To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to our named executive officers in connection with the merger, which we refer to as the “advisory compensation proposal.”

​

​

The affirmative vote of a majority of the votes cast on the subject matter.

​

​

FOR

​

​

Abstentions and broker non-votes will not have an effect on this proposal.

​

​

95

​

​

3

​

​

Adjournment Proposal.   To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, which we refer to as the “adjournment proposal.”

​

​

(1) If a quorum is present, a majority of the votes cast on the subject matter and (2) if a quorum is not present, the affirmative vote of the holders of a majority of the shares present in person (virtually) or represented by proxy at the special meeting and entitled to vote thereat.

​

​

FOR

​

​

(1) If a quorum is present, abstentions and broker non-votes will not have an effect on this proposal and (2) if a quorum is not present, abstentions will have the same effect as a vote “AGAINST” this proposal and broker non-votes will not have an effect on this proposal.

​

​

96

​

2

 

3

 

4

 

5

 

6

 

​

7

 

8

 

9

 

QUESTIONS AND ANSWERS

Below are brief answers to some of the key questions that stockholders may have. These questions do not address all of the material topics covered by this proxy statement, nor do the answers include all of the material information provided by this proxy statement. Please refer to the complete proxy statement for additional information and before you vote.

Q:

Why am I receiving this document?

​

A:

On March 3, 2026, Farmer Bros. entered into a merger agreement providing for Farmer Bros. to be acquired by way of a merger. If the proposed merger is completed, Farmer Bros. will become a wholly-owned subsidiary of Royal Cup. You are receiving this document in connection with the solicitation of proxies by our board of directors in favor of the proposal to adopt the merger agreement, which we refer to as the merger proposal, and related proposals to be voted on at the special meeting. In addition, this document is our formal notice to you of your appraisal rights under Delaware law.

​

Q:

What is a proxy?

​

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “form of proxy” or “proxy card.” Our board of directors has designated each of John E. Moore III, Vance Fisher, and Jared Vitemb, and each of them with full power of substitution, as proxies for the special meeting.

​

Q:

When and where is the special meeting?

​

A:

The special meeting will be held on May 1, 2026, at 11:00 a.m. Central Time. The special meeting will be held in a virtual meeting format only with no physical location. The special meeting will be accessible live via the internet by logging in at www.virtualshareholdermeeting.com/FARM2026SM. If you plan to attend the special meeting virtually, you should review the details below under the section “Who can attend the special meeting?”

​

In certain circumstances, the special meeting could be adjourned to another time or place. All references in our proxy materials to the special meeting include any adjournment or postponement of the special meeting.

Stockholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person special meeting. In particular, stockholders may submit questions in advance of, or live during, the special meeting by following the instructions and rules of conduct on the special meeting website. During the special meeting, the company intends to answer questions that are pertinent to the company and the official business of the special meeting, subject to time constraints.

Q:

Who can attend the special meeting?

​

A:

Admission to the special meeting website is limited to stockholders and their duly-appointed proxy holders as of the close of business on March 19, 2026, the record date for the special meeting. Stockholders may attend virtually at www.virtualshareholdermeeting.com/FARM2026SM. To attend the virtual special meeting, you will need to enter the 16-digit control number included on your proxy card or voting instruction form.

​

If your shares are held through a broker, bank, or other nominee, you may need to obtain a control number from your broker, bank or other nominee to access the meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank or other nominee.

Q:

Who can vote at the special meeting?

​

​

A:

Only holders of record of our common stock as of the close of business on March 19, 2026, the record date for the special meeting, are entitled to receive these proxy materials and to vote their shares at

​

 

10

 

the special meeting. As of the close of business on the record date, there were 21,944,882 shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock issued and outstanding as of the record date will be entitled to one vote on each matter submitted to a vote at the special meeting.

Each 401(k) participant has the right to direct the 401(k) Trustee on how to vote the shares of common stock held in his or her account under the 401(k), but participants will not be able to cast a vote at the special meeting with respect to any shares they hold through the 401(k).

Q:

What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

​

A:

If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, we have sent this proxy statement and your proxy card to you directly.

​

If your shares are held through a broker, bank, or other nominee, you are considered the “beneficial owner” of the shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank, or other nominee. As the beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote your shares on your behalf at the special meeting, or you may contact your broker, bank, or other nominee to obtain a “legal proxy” to authorize you to vote your shares in person (virtually) at the special meeting.

Q:

What matters will be voted on at the special meeting?

​

A:

You will be asked to consider and vote on the following proposals:

​

1.

to adopt the merger agreement (which we describe in greater detail beginning on page 94);

​

2.

to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to our named executive officers in connection with the merger (which we describe in greater detail beginning on page 95); and

​

​

3.

to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting (which we describe in greater detail beginning on page 96).

​

Q:

What is the proposed merger and what effects will it have on Farmer Bros.?

​

A:

The proposed merger is the acquisition of Farmer Bros. by Royal Cup pursuant to the merger agreement. If the merger proposal is approved by the holders of our common stock and the other closing conditions under the merger agreement are satisfied or (to the extent permitted by applicable law) waived, Merger Sub will merge with and into Farmer Bros., with Farmer Bros. continuing as the surviving corporation. As a result of the merger, Farmer Bros. will become a wholly-owned subsidiary of Royal Cup. We would delist our common stock from Nasdaq and deregister our common stock under the Exchange Act as soon as reasonably practicable following the effective time, and at such time, we will no longer be a publicly traded company and will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

​

 

11

 

Our board of directors, in consultation with North Point, does not believe that the long-term continued operation of Farmer Bros. is feasible without seeking alternative financing. Therefore, if the merger agreement is not adopted, Farmer Bros. may need to pursue additional capital through alternative strategies, including the offering of Farmer Bros. securities, diluting the existing stockholders of Farmer Bros., as the company is unlikely to have sufficient cash to satisfy its obligations and fund operating activities during fiscal year 2027. See “The Merger — Opinion of our Financial Advisor” beginning on page 44. In addition, if the merger agreement is terminated because our stockholders do not approve the merger proposal at the special meeting, we are required to reimburse Royal Cup and its affiliates up to $842,000 for their reasonable and documented out-of-pocket fees and expenses incurred and paid to unaffiliated third parties in connection with the merger agreement and pay our expenses related to the strategic alternatives process and may, in certain circumstances, be required to pay a termination fee of $1,684,000 (less any expenses already reimbursed, if applicable), all of which would worsen the company’s liquidity issues. See “The Merger — Termination Fees” beginning on page 91. Even if Farmer Bros. can obtain financing, Farmer Bros. may need to evaluate other strategic alternatives, including the sale of our assets, delisting from Nasdaq, or otherwise liquidating, any of which may result in a price per share to shareholders less than the per share merger consideration. See “The Merger —  Farmer Bros. Without the Merger” beginning on page 23.

Q:

What will I receive in the event that the merger is not completed and Farmer Bros. is unable to satisfy its ongoing obligations and fund operating activities?

​

A:

It is not possible to give an exact amount, if any, which would be received by the stockholders in the event Farmer Bros. is unable to satisfy its ongoing obligations and fund operating activities, including being unable to find capital through alternative sources, pursuing other strategic alternatives, such as a sale of our assets, delisting from Nasdaq or otherwise liquidating. It is highly unlikely that any of the foregoing would result in the stockholders receiving monetary distributions in an amount greater than the per share merger consideration.

​

Q:

What will I receive if the merger is completed?

​

A:

Upon completion of the merger, you will be entitled to receive the per share merger consideration of $1.29 in cash without interest for each share of our common stock that you own. For example, if you own 100 shares of our common stock, you will receive $129 in cash in exchange for your shares of our common stock, less any applicable withholding taxes. Following the merger, you will not own shares in the surviving corporation.

​

Q:

What will the holders of Farmer Bros. equity awards, such as options and restricted stock units, receive in the merger?

​

A:

Until the effective time, equity awards will continue to be subject to vesting, exercise, or forfeiture in accordance with their terms. At the effective time, all of our then-outstanding equity awards will be treated as summarized below and as described in more detail under “The Merger Agreement — Treatment of Farmer Bros. Equity Awards” beginning on page 72.

​

Stock Options.   Immediately prior to the effective time, except as may otherwise be agreed in writing by Parent, the company and the holder thereof, by virtue of the merger and without any action on the part of the Parent, the company or the holders thereof, each option, whether or not vested and exercisable, that is then outstanding and unexercised, will be automatically converted solely into the right to receive from Parent or the surviving corporation an amount in cash equal to the product obtained by multiplying (1) the excess, if any, of $1.29 over the per share exercise price of such option by (2) the aggregate number of shares of our common stock that were issuable upon exercise of such option immediately prior to the effective time, less any applicable withholding taxes.

Restricted Stock Units.   At the effective time, except as may otherwise be agreed in writing by Parent, the company and the holder thereof, by virtue of the merger and without any action on the part of the holders thereof, each restricted stock unit (each, an “RSU”) and each cash-settled restricted stock unit (each, a “CSRSU”) then outstanding will be cancelled and terminated and converted into the

 

12

 

contingent right to receive from the surviving corporation a payment amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of our common stock subject to such RSU or CSRSU, as applicable, by (2) $1.29, plus any dividend equivalent rights accrued and unpaid thereon, less any applicable withholding taxes. Following the effective time, the converted RSU and CSRSU awards will be subject to the same terms and conditions applicable to the corresponding RSU and CSRSU award, including time-based vesting conditions and terms related to the treatment of the award upon a termination of employment.

Performance-Based Restricted Stock Units.   At the effective time, except as may otherwise be agreed in writing by Parent, the company and the holder thereof, by virtue of the merger and without any action on the part of the holders thereof, each performance-based restricted stock unit (each, a “PBRSU”), will be cancelled and terminated and converted into the contingent right to receive from the surviving corporation a payment amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of our common stock subject to such PBRSU, as determined assuming that the applicable performance metrics have been achieved at the greater of the target level or actual performance, by (2) $1.29, plus any dividend equivalent rights accrued and unpaid thereon, less any applicable withholding taxes. Following the effective time, the converted awards will no longer be subject to performance-based vesting conditions and will instead be subject solely to time-based vesting conditions, consistent with the remaining time-based vesting terms in effect immediately prior to the conversion. All other terms of the converted awards will remain substantially the same as applied to the corresponding PBRSU award immediately prior to the effective time, including terms related to the treatment of the award upon a termination of employment.

Q:

When do you expect the merger to be completed?

​

A:

We are working toward completing the merger as soon as possible after the date of the special meeting, and currently expect to complete the merger during the company’s fiscal fourth quarter ending June 30, 2026. However, the exact timing of completion of the merger cannot be predicted because the merger is subject to certain conditions, including approval of the merger proposal by our stockholders. See “The Merger Agreement — Timing of the Merger” beginning on page 71, and “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 89.

​

Q:

Am I entitled to appraisal or dissenters’ rights under Delaware law?

​

A:

Yes. As a holder of our common stock, you are entitled to exercise appraisal rights under the DGCL in connection with the merger if you take certain actions and meet certain conditions. See “The Merger — Appraisal Rights” beginning on page 65.

​

Q:

Will I be subject to U.S. federal income tax upon the exchange of Farmer Bros. common stock for cash pursuant to the merger?

​

A:

Generally, yes, if you are a U.S. holder. The exchange of our common stock for cash pursuant to the merger generally will require a U.S. holder to recognize a gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the amount of cash received by such U.S. holder pursuant to the merger plus the amount withheld (if any) to satisfy any applicable withholding taxes and (2) such U.S. holder’s adjusted tax basis in the shares of our common stock surrendered pursuant to the merger. Backup withholding may apply to the cash payment made pursuant to the merger unless the U.S. holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9) or otherwise establishes an exemption from backup withholding. A more complete description of the U.S. federal income tax consequences of the merger is provided under “The Merger —  Material U.S. Federal Income Tax Consequences” beginning on page 64.

​

This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. In addition, because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under any U.S.

 

13

 

federal tax laws other than those pertaining to the U.S. federal income tax and state, local, or non-U.S. tax laws or tax treaties.

Q:

What vote of Farmer Bros. stockholders is required to approve the merger proposal?

​

A:

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding common stock. A failure to vote your shares of our common stock or an abstention from voting will have the same effect as a vote “AGAINST” the merger proposal. If your shares are held in “street name” by your broker, bank, or other nominee and you do not instruct such broker, bank, or other nominee how to vote your shares, such failure to instruct your broker, bank, or other nominee will have the same effect as a vote “AGAINST” the merger proposal.

​

Pursuant to the voting agreement, the supporting stockholders, who beneficially own approximately 22.1% of the outstanding shares of our common stock as of the record date, have agreed, among other things and subject to the terms and conditions of the voting agreements, to vote the shares of our common stock owned by them, in favor of the merger proposal, any proposal to adjourn a meeting of the stockholders of the company to solicit additional proxies in favor of the approval of the merger agreement and the approval of any other proposal considered and voted upon by the company’s stockholders necessary for the consummation of the merger and the other transactions contemplated by the merger agreement.

Q:

How does the Farmer Bros. board of directors recommend that I vote?

​

A:

Our board of directors unanimously recommends that our stockholders vote “FOR” each of the proposals.

​

For a discussion of the factors that our board of directors considered in determining to recommend the adoption of the merger agreement, see “The Merger — Reasons for Our Board’s Recommendation in Favor of the Merger” beginning on page 37. In addition, in considering the recommendations of our board of directors, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. For a discussion of these interests, see the section entitled “The Merger — Interests of Our Directors and Executive Officers in the Merger” beginning on page 57.

Q:

How do the Farmer Bros. directors and officers intend to vote?

​

A:

We currently expect that each of our directors and officers will vote their respective shares of common stock in favor of the merger proposal, the advisory compensation proposal, and the adjournment proposal, although they have no obligation to do so.

​

Q:

Why am I being asked to cast a non-binding, advisory vote to approve certain merger-related compensation that may be paid or become payable to the company’s named executive officers in connection with the merger?

​

A:

The inclusion of this proposal is required by the SEC rules and is referred to as “golden parachute” compensation under such rules. However, the approval of this proposal is not a condition to the completion of the merger, and the vote on this proposal is an advisory vote by stockholders and is not binding on Farmer Bros. or Royal Cup. If the merger agreement is adopted by our stockholders and the merger is completed as anticipated, any merger-related compensation will be paid to the company’s named executive officers in accordance with the terms of their compensation agreements and arrangements, even if our stockholders do not approve this proposal. See the section entitled “The Advisory Compensation Proposal (Proposal #2)” beginning on page 95.

​

 

14

 

Q:

What do I need to do now? How do I vote my shares of Farmer Bros. common stock?

​

A:

We urge you to read this entire document carefully, including its appendices, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of our common stock you own. You’ll find voting instructions beginning on page 18 of this proxy statement or on the enclosed proxy card. You can vote your shares in person (virtually) or by proxy over the internet, by telephone, or by mail.

​

Q:

How do I vote if I am a 401(k) participant?

​

A:

Each 401(k) participant has the right to direct the 401(k) Trustee on how to vote the shares of common stock held in his or her 401(k) account. The 401(k) Trustee will vote all of the shares for which no voting directions are timely received by the 401(k) Trustee, in its independent fiduciary discretion. Voting instructions must be received no later than 11:59 p.m. Eastern Time on April 28, 2026 in order to be timely received by the 401(k) Trustee. If you are a 401(k) participant and want to revoke any prior voting instructions you provided to the 401(k) Trustee in respect of the special meeting, you must contact the 401(k) Trustee.

​

If you are a participant in the 401(k), although you may attend the virtual special meeting, you will not be able to cast a vote at the special meeting with respect to any shares you hold through the 401(k).

Q:

Can I revoke my proxy?

​

​

A:

Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the special meeting. To revoke your proxy, you must (1) submit a new proxy by internet or telephone no later than 11:59 p.m. Eastern Time on April 30, 2026; (2) complete, sign, date and return a new proxy card to us, which must be received by us before the time of the meeting; or (3) if you are a stockholder of record (or a beneficial owner with a legal proxy from the stockholder of record), attend the meeting in person (virtually) and deliver a proper written notice of revocation of your proxy. Attendance at the meeting will not by itself revoke a previously granted proxy. Unless you decide to vote your shares in person (virtually), please revoke your prior proxy in the same way you initially submitted it — that is, by internet, telephone, or mail. For information on how 401(k) participants can revoke their prior voting instructions, see “How do I vote if I am a 401(k) participant?” above.

​

Q:

Will my shares of Farmer Bros. common stock held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

​

A:

No. Because any shares of our common stock you may hold in “street name” will be deemed to be held by a different stockholder (that is, your bank, broker, or other nominee) than any shares of our common stock you hold of record, any shares of our common stock held in “street name” will not be combined for voting purposes with shares of our common stock you hold of record. Similarly, if you own shares of our common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of our common stock because they are held in a different form of record ownership. Shares of our common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card. Shares of our common stock held in an individual retirement account must be voted under the rules governing the account. This means that, to ensure all your shares are voted at the special meeting, you should read carefully any proxy materials received and follow the instructions included therewith.

​

Q:

What does it mean if I get more than one proxy card or voting instruction card?

​

A:

If your shares of our common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the internet, if available to you) to ensure that all of your shares of our common stock are voted.

​

 

15

 

Q:

What happens if I sell my shares of Farmer Bros. common stock before completion of the merger?

​

A:

In order to receive the per share merger consideration, you must hold your shares of our common stock through completion of the merger. Consequently, if you transfer your shares of our common stock before completion of the merger, you will have transferred your right to receive the per share merger consideration.

​

The record date for stockholders entitled to vote at the special meeting is earlier than the completion of the merger. If you transfer your shares of our common stock after the record date but before the completion of the merger, you will have the right to vote at the special meeting but not the right to receive the per share merger consideration. We urge you to vote even if you have subsequently transferred your shares.

Q:

Should I send in my stock certificates or other evidence of ownership now?

​

A:

No. If the merger is completed, the paying agent will send information to our stockholders of record explaining how to exchange shares of our common stock for the per share merger consideration. You should not send in your Farmer Bros. stock certificates or other evidence of ownership before you receive these transmittal materials. If your shares of our common stock are held in “street name” by your broker, bank, or other nominee, you may receive instructions from your broker, bank, or other nominee as to what action, if any, you need to take to receive the per share merger consideration. Do not send in your certificates or other evidence of ownership now.

​

Q:

Where can I find the voting results of the special meeting?

​

A:

We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that we file with the SEC are publicly available when filed. See “Where You Can Find More Information” beginning on page 106.

​

Q:

Where can I find more information about Farmer Bros.?

​

A:

You can find more information about us from various sources described in the section entitled “Where You Can Find More Information” beginning on page 106.

​

Q:

What if I have trouble accessing the special meeting?

​

A:

The special meeting platform is fully supported across browsers (e.g., MS Edge, Firefox, Chrome, and Safari) and devices (including computers, tablets, and cellphones) running the most updated version of applicable software and plugins. Please note that Internet Explorer is not currently supported. Participants in the special meeting should ensure that they have a reliable Internet connection whenever they intend to participate in the special meeting. Participants in the special meeting should allow time to log in and ensure that they can hear streaming audio prior to the start of the special meeting. We encourage you to access the special meeting prior to the start time. A link on the special meeting page will provide further assistance should you need it.

​

The special meeting will begin promptly at 11:00 a.m. Central Time. We encourage you to access the special meeting prior to the start time leaving ample time for the check-in process. If you have difficulty accessing the special meeting, or if any technical difficulties arise during the special meeting, please call the number included in the email you will receive one hour prior to the start of the special meeting with your login information. On May 1, 2026, there will be technicians available to assist you beginning at 10:45 a.m. Central Time, with any difficulties.

In the event technical issues or other events delay or disrupt our ability to convene the special meeting for longer than 30 minutes, we will make an announcement on our website at www.farmerbros.com regarding a date and/or time for reconvening the special meeting. In the event of disorder, technical malfunction or other significant problem that disrupts the special meeting, the chair of the special meeting may adjourn, recess, or expedite the special meeting, or take such other action as the chair determines is appropriate in light of the circumstances.

 

16

 

Q:

Who can help answer my other questions?

​

A:

If you have more questions about the merger or require assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, please contact our proxy solicitor, Sodali & Co., which we refer to as “Sodali”:

​

470 West Avenue
Stamford, Connecticut 06092
Stockholders Call Toll Free: (800) 662-5200 (within the U.S.)
Banks and Brokers Call Collect: (203) 658-9400
FARM@morrowsodali.com

 

17

 

THE SPECIAL MEETING

THE SPECIAL MEETING

Date, Time, Place

We will hold a virtual special meeting of stockholders on May 1, 2026 at 11:00 a.m. Central Time.

Purpose

The purpose of the special meeting is to consider and vote upon the following proposals:

1.

Merger Proposal.   To adopt the Agreement and Plan of Merger, dated as of March 3, 2026 (as it may be amended from time to time), by and among Farmer Bros., Royal Cup, and Merger Sub, pursuant to which Farmer Bros. would be acquired by way of a merger and become a wholly-owned subsidiary of Royal Cup. For more information on this proposal, see “The Merger Proposal (Proposal #1)” beginning on page 94.

​

2.

Advisory Compensation Proposal.   To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to our named executive officers in connection with the merger. For more information on this proposal, see “The Advisory Compensation Proposal (Proposal #2)” beginning on page 95.

​

3.

Adjournment Proposal.   To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. For more information on this proposal, see “The Adjournment Proposal (Proposal #3)” beginning on page 96.

​

Our board of directors unanimously recommends our stockholders vote “FOR” each of these proposals.

Other Business

Our management knows of no other matters to be presented at the special meeting. Applicable Delaware law and our bylaws prohibit the transaction at the special meeting of any business that is not stated in the notice of special meeting.

Adjournment

Although it is not currently expected, we may adjourn the special meeting one or more times, including if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

All references in our proxy materials to the special meeting include any adjournment or postponement of the special meeting.

RECORD DATE — WHO CAN VOTE — SHARES OUTSTANDING

Our board of directors has fixed March 19, 2026, as the record date for the special meeting. Stockholders of record, as shown on our books at the close of business on the record date, will be entitled to vote at the special meeting. Persons who were not stockholders on the record date will not be eligible to vote.

At the close of business on the record date, there were 21,944,882 shares of our common stock issued and outstanding. The common stock is our only outstanding class of capital stock.

HOW TO CAST YOUR VOTE

Your vote is important! Please cast your vote as soon as possible, using the instructions on the enclosed proxy card. The Farmer Bros. board of directors unanimously recommends that you vote “FOR” each of

 

18

 

the proposals. Instructions for voting your shares depend on how you hold them and whether you wish to vote in-person or by proxy:

•

Stockholders of record, who hold shares registered in their own name, can vote by signing, dating, and returning the enclosed proxy card in the postage-paid return envelope, by telephone, or by internet, following the instructions shown on the enclosed proxy card.

​

•

Beneficial owners, who own shares through a bank, broker, or other nominee, can vote by following the instructions for voting as provided by their bank, broker, or other nominee.

​

•

401(k) participants, who hold shares through the 401(k), can direct the 401(k) Trustee on how to vote such shares of common stock held under the 401(k) by following the instructions provided by the 401(k) Trustee.

​

If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person (virtually) at the special meeting. Even if you plan to attend the special meeting in person (virtually), please cast your vote as soon as possible by using the proxy card. If you are a 401(k) participant, although you may attend the special meeting, you will not be able to cast a vote at the special meeting with respect to any shares you hold through the 401(k).

If you have any questions or need assistance voting, please contact Sodali, our proxy solicitor assisting us in connection with the special meeting, toll-free at (800) 662-5200 or by email at FARM@morrowsodali.com.

Proxies will be voted as directed therein. If you sign and return the enclosed proxy card or submit a proxy by telephone or over the internet and do not specify how your shares are to be voted, your shares will be voted:

•

“FOR” the merger proposal,

​

•

“FOR” the advisory compensation proposal, and

​

•

“FOR” the adjournment proposal.

​

REVOKING YOUR PROXY

Any stockholder giving a proxy may revoke its proxy and change its vote before its proxy is voted. To revoke a proxy, a stockholder must (1) submit a new proxy by internet or telephone no later than 11:59 p.m. Eastern Time on April 30, 2026; (2) complete, sign, date and return a new proxy card to us, which must be received by us before the time of the meeting; or (3) if you are a stockholder of record (or a beneficial owner with a legal proxy from the stockholder of record), attend the meeting virtually and deliver a proper written notice of revocation of your proxy. 401(k) participants must contact the 401(k) Trustee directly to revoke any prior voting restrictions.

Attendance at the meeting will not by itself revoke a previously granted proxy. Unless you decide to vote your shares in person (virtually), please revoke your prior proxy in the same way you initially submitted it — that is, by internet, telephone, or mail.

VOTING INTENTIONS OF OUR DIRECTORS AND OFFICERS AND CERTAIN STOCKHOLDERS

Pursuant to the voting agreements, the supporting stockholders, who beneficially own approximately 22.1% of the outstanding shares of our common stock as of the record date, have agreed, among other things and subject to the terms and conditions of the voting agreements, to vote the shares of our common stock owned by them, in favor of the merger proposal, any proposal to adjourn a meeting of the stockholders of the company to solicit additional proxies in favor of the approval of the merger agreement and the approval of any other proposal considered and voted upon by the company’s stockholders necessary for the consummation of the merger and the other transactions contemplated by the merger agreement.

 

19

 

We currently expect that each of our directors and executive officers will vote their respective shares in favor of the merger proposal, the advisory compensation proposal, and the adjournment proposal, although they have no obligation to do so.

VOTING PROCEDURES AND TECHNICALITIES

One Vote per Share

Each share of our common stock is entitled to one vote on each matter to be voted upon at the special meeting. Holders of our common stock are not entitled to cumulative voting rights.

Quorum

A “quorum” is the minimum number of stockholders who must be present at the special meeting for business to be conducted. The holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the special meeting will be a quorum for the special meeting.

Abstentions

If a stockholder indicates on their proxy that they wish to abstain from voting, including banks, brokers or other nominees holding their customers’ shares who cause abstentions to be recorded, these shares are considered present and entitled to vote at the special meeting and those shares will count toward determining whether or not a quorum is present at the meeting. An abstention will have the same effect as a vote against the merger proposal. An abstention will not have an effect on the advisory compensation proposal or the adjournment proposal (assuming a quorum is present). If a quorum is not present, an abstention will have the same effect as a vote against the adjournment proposal.

Broker Non-Votes

If a stockholder who holds their shares through a bank, broker, or other nominee does not give instructions to the bank, broker, or other nominee as to how to vote the shares, the bank, broker, or other nominee has authority under applicable stock exchange rules to vote those shares for or against “routine” proposals. However, banks, brokers and other nominees without discretionary authority cannot vote on their customers’ behalf on “non-routine” proposals, which we refer to as a “broker non-vote.” All of the proposals to be considered at the special meeting are “non-routine” proposals.

Because the vote required to adopt the merger agreement is based on the total number of the outstanding shares of our common stock as of the record date, and not just the shares that are entitled to vote or are actually voted at the special meeting, if you hold your shares through a broker, bank, or other nominee and do not instruct them how to vote, it will have the same effect as voting against the merger proposal.

For the advisory compensation proposal and the adjournment proposal, if you hold your shares through a broker, bank, or other nominee and you do not instruct them how to vote, it will not have an effect on the advisory compensation proposal or the adjournment proposal.

SOLICITATION OF PROXIES

Our board of directors is soliciting your proxy, and we will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock.

We have retained Sodali, a proxy solicitation firm, to assist our board of directors in the solicitation of proxies for the special meeting, and we expect to pay Sodali $20,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or over the internet by Sodali or, without additional compensation, by certain of our directors, officers, and employees.

 

20

 

PARTIES

FARMER BROS.

Farmer Bros. Co. (referred to in this proxy statement as “we,” “us,” “our,” “Farmer Bros.,” or the “company”) is a Delaware corporation. This entity was incorporated in 1923, but our Farmer Bros. brand was originally founded in California in 1912 and reincorporated in Delaware in 2004.

We are a leading coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and other allied products. We serve a wide variety of customers, from small independent restaurants and foodservice operators to large institutional buyers like restaurants, department and convenience store retailers, hotels, casinos, healthcare facilities, and gourmet coffee houses, as well as grocery chains with private brand and consumer-branded coffee and tea products, and foodservice distributors.

Our product categories consist of a robust line of roast and ground coffee, including organic, Direct Trade, Project D.I.R.E.C.T.®, Fair Trade Certified™® and other sustainably-produced offerings; frozen liquid coffee; flavored and unflavored iced and hot teas; including organic and Rainforest Alliance Certified™; culinary products including premium spices, pancake and biscuit mixes, gravy and sauce mixes, soup bases, dressings, syrups and sauces, and coffee-related products such as coffee filters, cups, sugar and creamers; and other beverages including cappuccino, cocoa, granitas, and other blender-based beverages and concentrated and ready-to-drink cold brew and iced coffee. We offer a comprehensive approach to our customers by providing not only a breadth of high-quality products, but also value added services such as market insight, beverage planning, and equipment placement and service.

The members of our board of directors are:

•

David A. Pace, Chairman

​

•

John Moore

​

•

Bradley Radoff

​

•

Shaun Mara

​

•

Terence O’Brien

​

•

Waheed Zaman

​

Our current executive officers are:

•

John Moore, President and Chief Executive Officer

​

•

Vance Fisher, Chief Financial Officer

​

•

Jared Vitemb, Vice President, General Counsel and Chief Compliance Officer

​

•

Brian Miller, Vice President — Sales

​

Our principal executive offices are located at 14501 N Fwy, Fort Worth, Texas 76177, and our telephone number is (682) 589-6600. Our website is www.farmerbros.com. The information contained on, or accessible through, our website is not incorporated into this proxy statement. More information about the company, our board of directors, and our executive officers is available as described under “Where You Can Find More Information” beginning on page 106.

ROYAL CUP

Royal Cup, Inc. (referred to in this proxy statement as “Royal Cup” or “Parent”) is a is a Delaware corporation. Royal Cup is a nearly 130-year-old company that has built a strong business roasting and distributing specialty and premium coffees, teas, and beverage solutions across the country. Since 1986, Royal Cup’s reach extends throughout the United States, Mexico and the Caribbean, serving customers in the food service, office, and specialty coffee markets.

Royal Cup’s principal executive offices are located at 160 Cleage Dr, Birmingham, Alabama 35217, and its telephone number is (800) 366-5836.

 

21

 

MERGER SUB

BP I Brew Merger Sub Inc. (referred to in this proxy statement as “Merger Sub”) is a Delaware corporation and a wholly-owned subsidiary of Royal Cup. Merger Sub was formed on February 25, 2026, solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement, and it currently has no other business or operations. Upon completion of the merger, Merger Sub will be merged with and into Farmer Bros. and cease to exist, and Farmer Bros. will continue as the surviving corporation.

Merger Sub’s principal executive offices are located at 160 Cleage Dr, Birmingham, Alabama 35217, and its telephone number is (800) 366-5836.

 

22

 

THE MERGER

THE MERGER AND ITS EFFECTS

If the merger agreement is adopted by our stockholders and the other conditions to the closing of the merger are either satisfied or (to the extent permitted by applicable law) waived, Merger Sub will be merged with and into Farmer Bros., and the separate corporate existence of Merger Sub will cease to exist. Farmer Bros. will be the surviving corporation in the merger and will continue its corporate existence as a Delaware corporation and a wholly-owned subsidiary of Royal Cup.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of our common stock issued and outstanding immediately before the effective time will be automatically canceled and (other than shares of common stock that are (1) owned or held in treasury by the company, (2) owned by Parent or Merger Sub (or any of their respective affiliates) or (3) owned by stockholders who have properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL) converted into the right to receive $1.29 in cash without interest. At the effective time, our current stockholders will cease to have ownership interests in the company or rights as its stockholders. Therefore, our current stockholders will not participate in any potential future earnings or growth and will not benefit from any potential appreciation in our value, if applicable.

Our shares of common stock are currently registered under the Exchange Act and traded on Nasdaq under the symbol “FARM.” As a result of the merger, Farmer Bros. will cease to be a publicly traded company and will be a wholly-owned subsidiary of Royal Cup. Following the completion of the merger, our common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and Farmer Bros. will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules, and regulations.

The merger is expected to be accounted for as a “purchase transaction” for financial accounting purposes.

FARMER BROS. WITHOUT THE MERGER

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock. Instead, we will remain a public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, general industry, economic and market conditions. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock.

Our board of directors, in consultation with North Point, does not believe that the long-term continued operation of Farmer Bros. is feasible without seeking alternative financing. Therefore, if the merger agreement is not adopted, Farmer Bros. may need to pursue additional capital through alternative strategies, including the offering of Farmer Bros. securities, diluting the existing stockholders of Farmer Bros., as the company is unlikely to have sufficient cash to satisfy its obligations and fund operating activities during fiscal year 2027. See “The Merger — Opinion of our Financial Advisor” beginning on page 44. In addition, if the merger agreement is terminated because our stockholders do not adopt the merger proposal at the special meeting, we are required to reimburse Royal Cup and its affiliates up to $842,000 for their reasonable and documented out-of-pocket fees and expenses incurred and paid to unaffiliated third parties in connection with the merger agreement and pay our expenses related to the strategic alternatives process and may, in certain circumstances, be required to pay a termination fee of $1,684,000 (less any expenses already reimbursed, if applicable), all of which would worsen the company’s liquidity issues. See “The Merger — Termination Fees” beginning on page 91. Even if Farmer Bros. can obtain financing, Farmer Bros. may need to evaluate other strategic alternatives, including the sale of our assets, delisting from Nasdaq or otherwise liquidating, any of which may result in a price per share to shareholders less than the per share merger consideration.

 

23

 

BACKGROUND OF THE MERGER

The following chronology summarizes certain key events and contacts that led to the execution of the merger agreement on March 3, 2026. This summary does not purport to describe every conversation among members of the board of directors, members of the company’s management or the company’s representatives, or every contact with other parties that may have occurred in connection with the strategic review process or the merger. For additional information regarding the board’s recommendation in favor of the merger, see the section entitled “Reasons for Our Board’s Recommendation in Favor of the Merger.”

During the past several years, as part of the company’s ongoing strategic planning process, the board of directors and management have regularly reviewed and assessed, among other things, the company’s long-term strategic goals and opportunities, competitive environment, and short- and long-term performance in light of the company’s strategic plan, all with the goal of enhancing stockholder value. As part of this process, the board and management from time to time considered a range of strategic alternatives, including potential business combinations, asset dispositions and other transactions, as well as the company’s prospects on a standalone basis.

In late October 2022, the company entered into a cooperation agreement with JCP Investment Management, LLC, 22NW Fund, LP and certain of their affiliates. Pursuant to that agreement, the company agreed to form a new committee of the board of directors (the “Special Committee”) consisting of newly appointed directors Brad Radoff and David Pace, tasked with assisting the board in reviewing strategic alternatives and capital allocation initiatives.

Around that time, in connection with its consideration of potential strategic opportunities, Mr. Radoff informed senior management that Royal Cup had engaged investment bank Stephens Inc. (“Stephens”) as its financial advisor in connection with a possible sale process. On December 13, 2022, Jared Vitemb, the company’s General Counsel, contacted representatives of Stephens to express the company’s interest in exploring a potential strategic combination with Royal Cup. Shortly thereafter, on December 17, 2022, the company executed a non-disclosure agreement with Royal Cup, and, on December 19, 2022, Royal Cup executed a reciprocal non-disclosure agreement with the company, to facilitate the exchange of confidential information. The non-disclosure agreements each had a two-year term; Royal Cup’s agreement included a one-year standstill provision restricting Royal Cup from certain actions with respect to the company’s securities, while the company’s agreement contained no standstill or similar restriction with respect to Royal Cup.

Between December 2022 and February 2023, members of the company’s senior management — including Deverl Maserang, then the Chief Executive Officer, Scott Drake, then the Chief Financial Officer, and Mr. Vitemb — held multiple meetings with Chip Wann, Royal Cup’s Chief Executive Officer, and representatives of Stephens to discuss the companies’ respective businesses and the potential benefits and considerations of a strategic combination. These interactions included an in-person meeting among the parties in Atlanta, Georgia on January 17, 2023.

On February 23, 2023, senior management presented the Special Committee with several potential strategic transactions, including a possible acquisition of Royal Cup by the company and a potential asset sale by the company to a third party. After reviewing these alternatives and the company’s leverage profile, the Special Committee determined that the company should focus, at that time, on pursuing an asset sale in order to reduce the company’s leverage before exploring any broader business combination. Following that meeting, Mr. Maserang informed Mr. Wann of the Special Committee’s decision not to proceed with merger discussions at that time. Over the next six months, until Mr. Maserang stepped down as Chief Executive Officer of the company, Messrs. Maserang and Wann kept in periodic contact via informal telephone conversations regarding industry developments and the general economic environment, but they did not discuss any potential transaction between the companies during that period.

On June 30, 2023, the company completed the sale of its direct ship business, including its Northlake, Texas facility, to a third party for approximately $100 million, subject to customary purchase price adjustments. Following completion of the asset sale, the board determined that a standing committee was no longer necessary and the Special Committee was dissolved in November 2023.

On February 6, 2024, John Moore — who had been serving as Interim Chief Executive Officer since October 1, 2023 — was appointed as the company’s Chief Executive Officer. Additionally, on May 22, 2024, Vance Fisher was appointed as the company’s Chief Financial Officer.

 

24

 

In September 2024, Mr. Moore contacted Mr. Wann to introduce himself and to discuss a potential co-manufacturing opportunity at the company’s Portland facility. On September 25, 2024, Messrs. Moore and Wann held an introductory call in which they discussed the companies’ respective businesses, industry conditions and the general economic environment, and the potential co-manufacturing opportunity. During this call, Mr. Wann reiterated that Royal Cup remained interested in exploring a strategic combination with the company. Mr. Moore briefed the board of directors on this discussion. The board of directors was willing to learn more but expressed concern about the company’s financial position and the relative risks and benefits of a combination the company could face in the event of a cashless merger without a financial sponsor.

Throughout October 2024, the company and Royal Cup exchanged certain due diligence information pursuant to the reciprocal non-disclosure agreements, and Messrs. Moore and Vitemb met with Mr. Wann to discuss a possible strategic combination. On October 16, 2024, Messrs. Moore and Vitemb met with Mr. Wann in Dallas, Texas to discuss potential synergies that might result from a combination of the two companies. Later that day, Mr. Moore and Mr. Pace (the board chairman) joined Mr. Wann for a dinner meeting to continue discussing a potential transaction. On October 18, 2024, the company’s board of directors convened to review the company’s strategic plan, which discussion included consideration of a possible business combination with Royal Cup and its potential strategic and financial implications.

On November 6, 2024, the board of directors met in executive session, along with Messrs. Moore and Fisher, to evaluate the prospect of a cashless combination with Royal Cup in which the company’s stockholders would receive an approximately 30% ownership interest in the combined company. The board considered, among other things, Royal Cup’s debt profile, the company’s financial position, governance considerations as a minority holder, the lack of a financial sponsor and the relative risks and benefits of a combination. After careful deliberation, the board determined that pursuing further discussions with Royal Cup at that time about a potential combination was not in the company’s or its stockholders’ best interest. Mr. Moore subsequently informed Mr. Wann of the board’s decision.

On February 5, 2025, the board of directors held a regularly scheduled meeting at which it reviewed, among other things, the challenging economic environment facing the company, the company’s historical stock price performance, and the company’s anticipated future prospects as a standalone business. In light of these factors, the board decided to formally evaluate strategic alternatives available to the company to maximize stockholder value. To that end, the board approved the formation of a strategy committee of the board of directors (the “Strategy Committee”) consisting of Mr. Radoff, Mr. Pace and Shaun Mara to assist the board in reviewing and assessing the range of potentially available strategic alternatives. Following the meeting, the chairman of the board of directors contacted several financial advisors and based on North Point’s qualifications and industry experience requested they present to the board of directors.

On March 5, 2025, the board of directors held a meeting with representatives of North Point and representatives of Winston & Strawn LLP (“Winston”), the company’s outside legal counsel. During the meeting, representatives of North Point described North Point’s qualifications to act as financial advisor in connection with the strategic alternatives review, including its relevant expertise and experience in the food and beverage industry, and provided an industry overview, including how the current state of the industry might affect the company’s review of strategic alternatives. The board and representatives of Winston and North Point also discussed potential advisor conflicts of interest, and North Point confirmed that it had no conflicts of interest for purposes of advising the company. After due deliberation, the board approved North Point’s engagement as financial advisor. In addition, at this meeting, representatives of Winston provided the board with an overview of the directors’ fiduciary duties in the context of considering strategic alternatives and a potential sale transaction.

Following the March 5 meeting, North Point, on behalf of the company, commenced outreach to potential strategic and financial counterparties. From March 2025 through September 2025, the Strategy Committee (assisted by Messrs. Moore, Fisher and Vitemb), along with representatives of North Point and Winston, held standing weekly meetings to direct and monitor the progress of this strategic review process. These meetings included updates on outreach (both inbound interest and outbound contacts), the status of confidentiality agreements, management discussions, diligence activities and other process considerations with various parties. The Strategy Committee and senior management provided regular updates to the full

 

25

 

board of directors throughout this period, and the full board continued to oversee the process and retained responsibility for evaluating and approving any transaction.

On April 3, 2025, the company engaged Alvarez & Marsal, an independent consulting firm (“A&M”), to conduct a quality of earnings analysis of the company’s business, which was intended to facilitate diligence and provide interested parties with a more comprehensive and verified picture of the company’s financial performance.

On June 3, 2025, the Strategy Committee held a meeting with Messrs. Moore, Fisher and Vitemb, as well as representatives of North Point and Winston, to discuss the status of the process. At this meeting, the Strategy Committee approved the company entering into a confidentiality agreement with one potential counterparty that included limited participation rights tailored to that counterparty’s circumstances but was otherwise on the company’s standard form confidentiality agreement, including containing a two-year standstill provision. The Strategy Committee also considered, with input from its advisors, whether publicly announcing the strategic alternatives process at that time would be more likely to enhance or impair stockholder value. After weighing the potential benefits of public disclosure (such as generating additional bidder interest) against the risks (such as potential adverse reactions from customers and business partners), the Strategy Committee determined not to publicly announce the process at that time.

On June 11, 2025, North Point, on behalf of the company, reached out to Mr. Wann (Royal Cup’s Chief Executive Officer) to express the company’s renewed interest in a cashless merger to combine the two companies. On June 17, 2025, Mr. Moore called Mr. Wann to further discuss a potential cashless merger transaction and Mr. Wann expressed that Royal Cup would need to see the company’s quality of earnings analysis before engaging in discussions.

In July 2025, A&M completed its quality of earnings review through May of 2025. At a subsequent weekly meeting, the Strategy Committee reviewed A&M’s findings with North Point and Winston and revisited the discussion of a public announcement. With the quality of earnings analysis complete and the company positioned to share verified financial information with prospective counterparties, the Strategy Committee, in consultation with its advisors, determined that public disclosure was likely to broaden participation and improve the market check and that those benefits now outweighed the associated risks.

Accordingly, on July 21, 2025 (after market close), the company issued a public announcement that it was evaluating strategic alternatives to maximize stockholder value. The announcement disclosed that the board had established the Strategy Committee to oversee this process and that North Point had been engaged as the company’s financial advisor and Winston as legal counsel. The closing price of the company’s common stock on July 21, 2025, immediately prior to this announcement, was $1.36 per share; the following day, July 22, 2025, the company’s common stock closed at $1.65 per share.

Between March 18, 2025 and September 9, 2025, North Point, on behalf of the company, conducted a broad outreach to potential acquirers designed to maximize the competitive dynamics of the process and identify both strategic and financial alternatives. In total, the company (through North Point) contacted or entertained interest from 50 parties (31 potential strategic buyers and 19 financial buyers). Out of these, 29 parties — including Royal Cup, Braemont and three other parties referred to as “Party A” ​(a financial buyer), “Party B” ​(a strategic buyer) and “Party C” ​(a financial buyer) — signed customary confidentiality agreements with the company in order to participate in the process. While the company’s standard form confidentiality agreement contained a two-year standstill provision prohibiting the counterparty from acquiring or proposing to acquire the company without board approval, Royal Cup’s confidentiality agreement had a one-year standstill, consistent with the prior confidentiality agreement between the company and Royal Cup, and two other counterparties were granted one-year and eighteen-month standstills, respectively. During this phase, the company provided limited non-public information about its business to the 29 parties that signed confidentiality agreements, and conducted 23 preliminary management discussions or diligence calls with those parties.

On August 13, 2025, representatives of Braemont informed North Point that Braemont had signed a letter of intent to acquire Royal Cup. Braemont indicated that, following the closing of its Royal Cup acquisition, it would be interested in pursuing a potential transaction with the company.

 

26

 

As of September 9, 2025, North Point had received initial non-binding indications of interest from two parties — Party A and Party B — in an acquisition of 100% of the company’s outstanding common stock. Party A’s indication of interest proposed an enterprise value range of approximately $50 million to $70 million (on a cash-free, debt-free basis). Party B’s indication of interest proposed an enterprise value range of approximately $20 million to $40 million (on a cash-free, debt-free basis).

On September 10, 2025, the board of directors met, with senior management as well as North Point and Winston in attendance, to review the status of the process and the indications of interest received to date. Representatives of North Point summarized the outreach efforts and results: in total, approximately 50 potential counterparties had been contacted (31 strategic buyers and 19 financial buyers), 29 had executed confidentiality agreements (12 strategic buyers and 17 financial buyers), and two written indications of interest had been submitted (by Party A and Party B), which North Point likewise summarized. They also noted that two other parties — Braemont and Party C — had expressed interest in the process and were continuing to evaluate the opportunity (though neither had yet submitted a formal indication by that date). North Point also summarized some of the reasons given by parties that determined not to proceed in the process, including the company’s declining financial profile, negative operating cash flow dynamics and capital expenditures needed and competitive industry dynamics. The board and its advisors discussed next steps for engaging with interested parties, including organizing management presentations and setting a timetable for final bids. The board directed North Point to proceed as discussed and to move the most promising parties into the next phase of the process.

Following the September 10 meeting, the company opened a virtual data room with additional due diligence materials to which Party A and Party B were granted access. Throughout the remainder of September 2025 and into the fourth quarter of 2025, the Strategy Committee (with participation from senior management, North Point and Winston) continued to hold regular (generally weekly) meetings to monitor the progress of discussions and due diligence with the interested counterparties. The Strategy Committee and management periodically updated the full board on significant developments during this period.

On September 11, 2025, after market close, the company announced its financial results for the fourth fiscal quarter and fiscal year ended June 30, 2025. The following day, the company’s stock price was $1.83, a decline of 21.5% from the prior day’s closing price of $2.33 per share.

On September 17, 2025, North Point received an initial indication of interest from Party C, indicating a potential enterprise value in the range of approximately $40 million to $55 million. Party C was subsequently invited into the process, and, on September 24, 2025, given access to the virtual data room to conduct due diligence.

During October 2025, the company’s management conducted in-depth management presentations for each of the four parties then actively in the process: Braemont, Party A, Party B and Party C. These sessions allowed the interested parties to meet the management team and learn more about the company’s operations and financial performance. On October 8, 2025, Mr. Moore, along with the company’s Vice President of Field Operations and representatives of North Point, hosted Party B’s team for an on-site visit at one of the company’s branch facilities in Portland to give Party B a first-hand view of the company’s operations. Later on October 8, 2025, the evening before Party A’s presentation, representatives of the company (including Messrs. Moore and Fisher) met informally with representatives of Party A and North Point for dinner. Following Party A’s management presentation, Party A’s team held a follow-up call with North Point to discuss indicative timing, deal structure considerations, valuation expectations and next steps in the process. During the management presentations, representatives of North Point requested each party submit binding final written proposals (accompanied by mark-ups or an issues list commenting on the draft merger agreement) by no later than November 20, 2025.

On October 6, 2025, the board of directors met with management, North Point and Winston to discuss preparatory steps for a potential transaction. At this meeting, Winston presented an initial draft of a merger agreement for the board’s review, including customary provisions regarding the treatment of outstanding equity awards, termination rights, termination fees and other customary protections designed to balance deal certainty with the board’s ability to discharge its fiduciary duties. North Point also discussed the expected timeline and sequencing for the next phase of the process. The board authorized making the draft merger

 

27

 

agreement available to the bidders for review and comment so that legal terms, in addition to price, could be evaluated on a more comparable basis. Accordingly, on October 13, 2025, North Point distributed the draft merger agreement to Party A, Party B and Party C via the virtual data room.

On October 28, 2025, Braemont (which had been completing its acquisition of Royal Cup) submitted its initial indication of interest to acquire the company, offering $1.89 per share in cash (reflecting a cash-free, debt-free enterprise value of approximately $55.6 million). Braemont’s indication reflected assumed synergies of approximately $34.2 million to $57.2 million. Following receipt of Braemont’s indication, on October 31, 2025, the company provided Braemont with access to the virtual data room (including the draft merger agreement) to enable Braemont to conduct further due diligence.

On November 5, 2025, North Point sent a process letter to each of Braemont, Party A, Party B and Party C, formally requesting that they submit binding final written proposals (accompanied by mark-ups or an issues list commenting on the draft merger agreement) by no later than November 20, 2025. During the week of November 10, 2025, in response to process developments and to allow all interested parties sufficient time to complete their diligence and submit the most competitive proposals possible, the company (through North Point) notified the remaining interested parties that the deadline for submitting final bids would be extended from November 20, 2025 to December 4, 2025.

On November 6, 2025, after market close, the company announced its financial results for the first fiscal quarter ended September 30, 2025. The next trading day, the company’s stock price was $1.45 per share, a decline of 15.7% from the prior day’s close of $1.72 per share.

Throughout November 2025, Party A engaged in extensive due diligence meetings with the company. On November 7, 2025, representatives of North Point and Winston met with representatives of Party A and its legal counsel to discuss the logistical and legal framework for a potential transaction. On November 13, 2025, representatives of North Point and A&M met with representatives of Party A and its financial advisor to review detailed findings from the quality-of-earnings analysis — covering topics such as the scope of the review, key adjustments made in the analysis, facilities and operational metrics, and normalization of certain expenses. On November 17, 2025, Mr. Fisher, together with the company’s Controller and representatives of North Point, met with representatives of Party A to examine cost structure, customer density, route-level pricing and service economics, and opportunities to optimize operational margins. The following day, November 18, 2025, Mr. Moore, along with the company’s Vice President of Field Operations and representatives of North Point, hosted Party A’s team for an on-site visit at one of the company’s distribution centers in New Jersey to give Party A a first-hand view of the company’s operations.

Braemont and its affiliates (including Royal Cup) were also actively involved in due diligence during this period. On November 19, 2025, Messrs. Moore and Fisher — joined by the company’s Vice President of Sales, the company’s Vice President of Operations, and a North Point representative — met in person in Dallas, Texas with Mr. Wann (Royal Cup’s Chief Executive Officer), as well as representatives of Braemont and Stephens. This full-day session included discussions of the company’s core competencies, its strategic fit with Royal Cup/Braemont, and its performance outlook and potential growth opportunities (covering topics such as route density, capacity utilization, and other potential synergies). Following these discussions, members of the company’s team and Braemont’s team continued informal discussions over dinner that evening. Braemont’s diligence efforts continued over the following weeks. On November 30, 2025, Braemont and the company executed a clean team agreement addendum to the existing confidentiality agreement providing certain representatives of Braemont and its advisors access to confidentially sensitive information. On December 2, 2025, Messrs. Moore and Fisher, together with the company’s Vice President of Sales, the company’s Vice President of Field Operations, and North Point, met with Mr. Wann and representatives of Braemont and Stephens to review detailed financial and operational information about the company — including channel-level revenue and margin trends, customer dynamics by end market, branch- and route-level profitability actions, and key cost drivers (such as freight expenses) and capital expenditure requirements affecting the near- and medium-term financial outlook.

Party B, which had participated in limited management meetings during the diligence process but reviewed the data room and submitted follow-up questions to North Point, delivered its final proposal on November 20, 2025. Party B’s proposal indicated a total enterprise value of approximately $22.5 million, which implied an equity value of roughly $1 million for all of the company’s outstanding common stock

 

28

 

(given the company’s existing debt obligations). Party B’s valuation reflected its assessment of, among other things, the significant capital investment required to execute a turnaround of the company’s business and the challenging operating environment, including elevated green coffee prices.

On November 14, 2025, the financial advisor of another interested party, designated “Party D” ​(a strategic buyer), contacted representatives of North Point requesting that Party D be included in the strategic alternatives process. Notwithstanding the advanced stage of the process, and in an effort not to foreclose a potentially value-maximizing alternative, on November 24, 2025, with the Strategy Committee’s approval, the company entered into a confidentiality agreement with Party D on the company’s standard form confidentiality agreement that contained a two-year standstill provision, allowing Party D to formally join the process and commence due diligence and North Point sent a process letter to Party D requesting that it submit a binding final written proposal (accompanied by mark-ups or an issues list commenting on the draft merger agreement) by no later than December 4, 2025.

On November 24, 2025, Mr. Fisher and representatives of North Point met with representatives of Party A to review the company’s pricing governance and cost pass-through mechanisms, including contract-based pricing review processes and pricing strategies for non-contract customers.

Several significant events took place on November 26, 2025. First, Mr. Vitemb and representatives of North Point and Winston met with Braemont’s team (including Stephens, and Braemont’s outside legal counsel, Kirkland & Ellis LLP (“Kirkland”)) to discuss bid mechanics and ensure that all bidders were basing their offers on consistent assumptions and equivalent treatment of key deal terms (particularly those specific to a public-company target). Second, that same day, Mr. Moore and North Point representatives met with Party A and its transaction advisors to review the company’s shipping programs and rate structures, volume-based discount arrangements with suppliers, and decision frameworks for selecting service providers — all as part of Party A’s continued diligence on the company’s operations and cost structure. Finally, on November 26, 2025, Braemont completed its acquisition of Royal Cup, thereby formally bringing Royal Cup under Braemont’s ownership.

Party A’s diligence efforts continued into early December 2025. On December 1, 2025, Mr. Moore, Mr. Fisher and the company’s Vice President of Field Operations, together with North Point, met with Party A to review route-level profitability analyses, the company’s branch footprint and regional logistics strategy, and the infrastructure for servicing the company’s equipment (such as maintenance facilities and procedures). The next day, Messrs. Moore and Fisher, joined by the company’s Controller, the company’s Vice President of Sales and North Point representatives, met with Party A to review the company’s recent business performance and outlook — including the results for the first fiscal quarter of 2026 (the quarter ended September 30, 2025) compared to budget, updates on fiscal year 2026 forecasts, and trends in key business drivers (such as coffee volume and pricing, working capital changes, and sales of allied products). These discussions continued on December 3, 2025, with company management and North Point further addressing the company’s near-term financial outlook, ongoing operating initiatives, and customer-level volume and shipment trends.

By December 4, 2025, the strategic review process had yielded concrete proposals from multiple parties. On that date, North Point received letters of intent from Braemont (now including Royal Cup as an affiliate) and from Party A, as well as a new indication of interest from Party D. Braemont’s letter of intent offered a price of $2.00 per share in cash (before transaction expenses, which would reduce the per share price dollar-for-dollar), implying an enterprise value of approximately $73.9 million; this represented approximately a 6% increase over Braemont’s prior price indication of $1.89 per share. Party A’s letter of intent proposed an enterprise value of approximately $60.0 million for the company (approximately $1.44 per share before transaction expenses, which would reduce the per share price dollar-for-dollar). Party D’s communication was a non-binding indication of interest suggesting an enterprise value of around $100 million (approximately $3.05 per share before transaction expenses, which would reduce the per share price dollar-for-dollar). Braemont’s and Party A’s letters of intent each included an issues list outlining proposed changes to the draft merger agreement. Party D, having not yet engaged in detailed diligence, did not provide an issues list at this stage. Party C did not submit a final bid. Party C indicated that, following its evaluation, it had determined that it did not possess the operational expertise required to execute the company’s turnaround plan and therefore elected not to proceed. On December 4, 2025, the closing price of the company’s common stock was $1.54 per share.

 

29

 

On December 8, 2025, the board of directors met with senior management and the company’s advisors to evaluate the proposals and the process results. North Point reported that, in total, 52 potential counterparties had been contacted, 31 parties had signed confidentiality agreements, and 42 management or diligence sessions with interested parties had been conducted. North Point then summarized the three proposals received: Braemont and Party A had each submitted letters of intent and had been deeply engaged in the process (including Party A conducting site visits and both parties involving legal and financial advisors in their due diligence), whereas Party B had conducted only limited diligence (beyond a single management presentation) and had submitted the lowest valuation (and no accompanying merger agreement issues list). The board noted that Party B was unlikely to be a competitive bidder under the circumstances and thus focused its discussion on the other parties.

The board next considered the relative merits of the Braemont, Party A and Party D proposals. North Point reviewed key differences and conditions, including that both Braemont’s and Party A’s offers would require that the company’s transaction expenses be paid out of the merger proceeds (reducing the net amount available to stockholders), and that Party A’s offer was based on a fixed enterprise value that would decrease if the company’s debt increased before closing (which the company anticipated would happen given its financial projections). Additionally, Party D’s indication of interest carried the highest nominal price, but North Point reiterated that its proposal was non-binding and preliminary — Party D had neither performed significant due diligence nor received internal approval to make a firm offer. After discussing these and other factors with its advisors, the board concluded that, while Party D’s higher indicated price was potentially attractive, the proposal involved substantial execution risk and likely delay. The board determined that any eventual merger agreement should include a fiduciary out provision permitting the board to consider a superior proposal (such as one from Party D) should one materialize, and instructed North Point to continue to urge Party D to expedite its process and submit a formal, actionable offer as soon as possible. In the meantime, the board determined that it was prudent to continue advancing negotiations with the more committed and further-along bidders, Braemont and Party A, so as not to risk losing those actionable proposals while waiting for an uncertain alternative.

In weighing Braemont’s offer against Party A’s offer, the board considered Braemont’s proposal to be superior on several dimensions, including that Braemont’s per-share price was higher than Party A’s implied per-share price. Still, the board sought to increase the value of the Braemont proposal, directing North Point to ask Braemont to improve its offer by (i) covering all of the company’s expected transaction expenses (such that those expenses would not reduce the cash consideration paid to stockholders) and (ii) increasing the purchase price to reflect the full market value of the company’s real estate assets (which was higher than the book values of those assets reflected on the company’s balance sheet due to accumulated depreciation).

North Point relayed the board’s request on December 9, 2025, in response to which Braemont sought additional information — namely, more current data on the company’s monthly cash flows and debt levels — in order to evaluate the board’s request for a price increase.

Also on December 9, 2025, the company’s legal counsel (Winston) and Braemont’s counsel (Kirkland) held a conference call to discuss Braemont’s proposed revisions to the merger agreement. Among the points discussed were Braemont’s proposed removal of a full specific performance remedy (which would have allowed the company to legally compel Braemont to close under certain conditions) and its proposed inclusion of a reverse termination fee (by which Braemont would agree to pay a monetary penalty should it fail to consummate the transaction under certain circumstances). The respective legal teams negotiated and narrowed differences on these and other contractual terms in preparation for a potential definitive agreement.

On December 11, 2025, North Point contacted Party D’s representatives to follow up on Party D’s progress. Party D indicated that it was still completing diligence and internal discussions and that it would need at least several more weeks before it could commit to even a timeline for submitting a final proposal.

On December 12, 2025, Braemont (together with Royal Cup) delivered a revised letter of intent to the company. This draft maintained Braemont’s offered price of $2.00 per share (before transaction expenses, which would reduce the per share price dollar-for-dollar) and included an exclusivity agreement that would prohibit the company from soliciting or engaging in alternative transactions for an initial period of 45 days, with two automatic 15-day extensions if the parties were continuing to negotiate in good faith toward a definitive agreement.

 

30

 

Later on December 12, 2025, the board of directors convened to review the situation in light of Braemont’s latest proposal and the status of discussions with other parties. North Point informed the board that, after reviewing the company’s updated financial information, Braemont was unwilling to raise its price above $2.00 per share, largely because Braemont’s analysis indicated that the company’s net indebtedness at closing would likely be higher than previously estimated. North Point also compared the effective value of the two binding offers, taking into account estimated transaction expenses: Braemont’s $2.00 per share offer would equate to roughly $1.80 per share in net cash to stockholders, whereas Party A’s offer (at its indicated $60 million enterprise value) would equate to approximately $1.18 per share net to stockholders (due in part to the company’s anticipated debt levels at closing). North Point further noted that Party D had not yet provided any actionable proposal and would require additional time and diligence before potentially doing so.

The directors discussed the available alternatives at length, among themselves and with their advisors. In evaluating whether to enter into exclusivity with Braemont, the board considered, among other things, the breadth and thoroughness of the sale process that had been conducted to date (including outreach to more than 50 potential counterparties), the significant gap between Braemont’s effective per-share value and Party A’s effective per-share value, the preliminary and uncertain nature of Party D’s indication, the company’s recent operating performance (including the company’s negative operating cash flow) and the risk that further delay could erode the value available to stockholders, and the duration and terms of the proposed exclusivity arrangement. In light of these considerations, the board determined that entering into exclusivity with Braemont was reasonably likely to maximize value for stockholders and therefore authorized the company to execute Braemont’s letter of intent. At the same time, the board instructed North Point to notify Party D that the company was moving forward with a different party under an exclusivity agreement, while remaining mindful that Party D’s standstill agreement did not bar it from making an unsolicited proposal to the board of directors. In determining to move forward with Braemont, the board was also cognizant that the draft merger agreement with Braemont contained a customary fiduciary out, which would permit the board to consider a superior proposal, if one emerged, after signing the merger agreement.

Following the board’s decision, later in the day on December 12, 2025, the company executed the letter of intent with Braemont. North Point notified Party A, Party B and Party D that the company was entering exclusivity with a different party and removed each party’s access to the virtual data room. That day, the company’s common stock closed at $1.50 per share.

From the execution of the Braemont letter of intent until the signing of the merger agreement on March 3, 2026, the Strategy Committee, together with Messrs. Moore, Fisher and Vitemb and representatives of North Point and Winston, held update meetings approximately every other week to track the progress of confirmatory due diligence and the negotiation of definitive agreements with Braemont. Throughout this period, the Strategy Committee and management frequently updated the full board of directors to ensure that the board could effectively oversee the final stages of the transaction process.

During December 2025 and January 2026, the company’s management and its advisors (including North Point and A&M) engaged in extensive confirmatory due diligence sessions with Braemont and its affiliates (including Royal Cup). These discussions were comprehensive, covering, among other topics: potential cost savings and revenue synergies from a combination; the company’s operations and business model (including its customer mix, revenue drivers, cost structure and competitive position); human resources and administrative functions; material legal matters (such as significant contracts, pending litigation, regulatory compliance issues and identified legal risks); and detailed financial matters (including historical financial performance, profit margin analysis, key accounting policies, cash flow projections and working capital dynamics).

The due diligence review also encompassed the company’s information technology and cybersecurity systems; sales and marketing (including an evaluation of trends identified in the quality-of-earnings analysis) and tax matters; operational matters such as the company’s procurement processes and its maintenance, repair and overhaul programs for equipment and facilities; the status and plans for the company’s fleet and equipment (including refurbishment programs and capital expenditure requirements); and the company’s logistics and freight operations. Representatives of Braemont’s deal team and its consultants (including its independent quality-of-earnings advisors) participated in many of these meetings alongside the company’s

 

31

 

representatives. A separate group at A&M was also engaged by Braemont to perform a synergy analysis in connection with Braemont’s evaluation of the transaction, which Braemont disclosed in its initial indication of interest in October 2025. At that point, A&M’s prior quality-of-earnings engagement for the company was complete and A&M was no longer providing any ongoing advisory services to the company. Additionally, A&M’s advisory work for Braemont was different in scope from the services A&M had previously provided to the company, was performed by a separate A&M group within A&M and a different team than the A&M team that completed the quality of earnings for the company as neither A&M group works on the same types of engagements. Based on these circumstances, the company’s management determined that A&M’s subsequent engagement by Braemont did not present a conflict of interest requiring further action.

On January 6, 2026, the company’s counsel (Winston) sent Braemont’s counsel (Kirkland) a written response to Braemont’s merger agreement issues list. In it, the company agreed to remove a post-signing “go-shop” provision in light of the broad pre-signing market check that had been conducted and the board’s view, after consultation with its advisors, that a post-signing go-shop was not necessary under the circumstances. The company also indicated its willingness to limit the remedy of specific performance, as requested by Braemont, in exchange for Braemont agreeing to pay a negotiated reverse termination fee, with the exact amount of such fee to be finalized in the definitive agreement.

Later on January 6, 2026, the company provided Braemont with a draft company disclosure letter to the merger agreement, setting forth detailed exceptions and disclosures related to the company’s representations and warranties. Until the execution of the merger agreement on March 3, 2026, representatives of Winston and Kirkland continued to negotiate the terms of the company disclosure letter and exchanged revised drafts.

On January 9, 2026, representatives of Winston and Kirkland held a telephonic meeting to discuss the company’s responses to Braemont’s issues list, during which many of the open points were resolved or substantially narrowed.

On January 26, 2026, Braemont (together with Royal Cup) delivered a revised letter of intent to the company, reducing its proposed purchase price to $1.65 per share (before transaction expenses, which would reduce the per share price dollar-for-dollar) in cash (implying an equity value of approximately $41.5 million). Braemont indicated that the purchase price reduction was based on information it obtained in confirmatory diligence and its reassessment of the company’s standalone value and potential synergies. The closing price of the company’s common stock on January 26, 2026 was $1.71 per share.

On January 27, 2026, the board of directors met to consider Braemont’s revised offer. North Point outlined Braemont’s rationale for the lower valuation, including diligence findings following Braemont’s review of non-publicly available information such as certain recent cost-cutting measures by the company that Braemont believed were not sustainable long term, an increased pension liability deficit, potential sales tax and unclaimed property liability exposure, the expectation that the company’s debt would continue to rise before closing, and some significant turnover in the company’s personnel. The board, together with North Point and Winston, discussed the company’s prospects in the absence of a transaction — including the company’s preliminary second quarter fiscal 2026 results (for the quarter ended December 31, 2025), the likely need for additional financing if the company were to continue on a standalone basis due to the company’s negative operating cash flow, and the risk that the company’s financial condition could deteriorate further during an extended negotiation or renewed marketing process. The board also recognized that Braemont’s diligence was substantially complete and that Braemont appeared prepared to proceed to definitive agreements, which increased transaction certainty relative to other alternatives.

After deliberation, and with guidance from North Point and Winston, the board decided to make a counteroffer to Braemont in an effort to improve the deal economics for stockholders while maintaining Braemont’s willingness to proceed. The board instructed North Point to inform Braemont that the company was prepared to move forward with a transaction at $1.70 per share in cash (before deducting transaction expenses). Based on the company’s estimates, a price of $1.70 per share would likely result in approximately $1.50 per share of net proceeds to stockholders after accounting for expected transaction-related expenses.

Following the board meeting on January 27, 2026, North Point conveyed the board’s counterproposal of a $1.70 per share price (before transaction expenses, which would reduce the per share price dollar-for-dollar) to Braemont’s representatives. Later that day, Braemont agreed to increase its offer. Braemont (together

 

32

 

with Royal Cup) submitted a revised letter of intent reflecting a price of $1.70 per share (before transaction expenses, which would reduce the per share price dollar-for-dollar) in cash (implying an equity value of approximately $42.8 million), and providing for a short additional exclusivity period of 15 days (with an automatic extension of an additional 15 days if the parties were continuing to negotiate in good faith). On January 27, 2026, the company countersigned the revised letter of intent with Braemont, thereby extending the exclusivity period on the agreed terms and solidifying the agreed-upon price.

On January 30, 2026, representatives of North Point and Braemont (along with Stephens) held a teleconference to plan the remaining timeline and requirements to reach a definitive merger agreement, including the expected timing for completing any remaining confirmatory due diligence and finalizing legal documentation. That same day, representatives of Winston and Kirkland discussed the drafting of a form of voting agreement to be executed by certain of the company’s stockholders at signing, approaches to stockholder outreach regarding the transaction, the status of Braemont’s final legal due diligence review, and the anticipated timing for circulating a revised draft of the merger agreement.

On February 1, 2026, Braemont’s counsel (Kirkland) delivered an initial legal due diligence request list to the company (through North Point). The company initially responded to these requests on February 3, 2026, providing additional documents and information to Braemont’s team. The legal diligence process, which included numerous calls with company management and the review of diligence information and documents, continued until the execution of the merger agreement on March 3, 2026.

On February 3, 2026, Winston sent Kirkland an initial draft of the voting agreement to be executed by certain of the company’s stockholders at signing.

On February 6, 2026, Kirkland sent Winston a revised draft of the merger agreement, reflecting the agreements reached on certain key issues, including removal of the go-shop provision and addition of debt and equity commitments to finance the transaction. The revised draft also: (i) made Parent’s closing obligation contingent on the company’s outstanding debt not exceeding $27 million and the transaction expenses (including all liabilities related to the strategic alternatives process whether or not previously paid) not exceeding $5.4 million; (ii) provided that outstanding company RSUs, CSRSUs and PBRSUs would be replaced with cash-based awards instead of being deemed fully vested and entitled to cash at closing; imposed a reverse termination fee of 8.0% of equity value; (iii) required expense reimbursement of $5 million if the company’s stockholders did not approve the transaction; and (iv) added a minimum interim period of 60 days to allow Braemont and its affiliates to coordinate financing.

On February 10, 2026, Mr. Vitemb and representatives of Braemont, Winston and Kirkland discussed the voting agreement to be executed by certain of the company’s stockholders at signing, including approaches to stockholder outreach regarding the transaction. On February 11, 2026, Kirkland sent Winston minor comments on the stockholder voting agreement, which the parties agreed were in a final form to be sent to stockholders consistent with the previously discussed outreach.

On February 11, 2026, Winston sent Kirkland a revised draft of the merger agreement, which revised Parent’s proposed closing condition to be a net debt condition (outstanding indebtedness under the company’s credit facility minus unrestricted cash prior to closing) with the threshold to be determined following agreement on a closing timeline; provided that outstanding company RSUs, CSRSUs and PBRSUs would be deemed fully vested and entitled to cash at closing; increased the reverse termination fee to $10 million; limited the expense reimbursement if the company’s stockholders did not approve the transaction to $500,000; removed the funding of debt financing as a condition to specific performance; added a cap of the termination fee on the company’s liability for fraud or willful breach; and decreased the minimum interim period to 40 days.

On February 12, 2026, at the board’s regularly scheduled meeting, representatives of Winston and North Point provided the board of directors an update on the status of diligence and the revised merger agreement sent to Kirkland. Later that same day, Kirkland sent Winston initial drafts of the equity commitment letter and limited guarantee.

On February 13, 2026, after market close, the company announced its earnings for the second fiscal quarter ended December 31, 2025. The following trading day, the company’s stock price was $1.47 per share, a decline of approximately 4.5% from the prior day’s closing price of $1.54 per share.

 

33

 

On February 17, 2026, Kirkland sent Winston a revised draft of the merger agreement that noted the per share merger consideration of $1.70 would be reduced dollar-for-dollar for transaction expenses (including all liabilities related to the strategic alternatives process whether or not previously paid); provided that outstanding company RSUs, CSRSUs and PBRSUs would be replaced with cash-based awards rather than fully vested and entitled to cash at closing; amended the reverse termination fee to 8.0% of equity value; increased expense reimbursement to $3 million if the company’s stockholders did not approve the transaction; reinserted specific performance subject to funding of debt financing; removed the cap on the company’s liability for fraud and willful breach; and increased the minimum interim period to 60 days.

On February 18, 2026, the board of directors met with senior management and the company’s advisors to evaluate the draft of the merger agreement received from Kirkland. The board discussed that the expected reduction to the $1.70 per share purchase price for transaction expenses that include all liabilities related to the strategic alternatives process, whether or not previously paid, would result in an estimated per share price of $1.35 per share, which represented a decline of approximately 10% from the previously estimated per share price of $1.50 per share when the revised letter of intent was signed on January 27, 2026. In addition, the board discussed the treatment of the outstanding equity awards, including vesting conditions of the replacement awards and the resulting reduction to the equity value of the company and reverse termination fee if outstanding equity awards were not cashed out at closing. Representatives of North Point and Mr. Moore described discussions with representatives of Braemont on these points, noting that Braemont indicated that its positions were consistent with Braemont’s understanding of the revised letter of intent, whereas the company believed that the revised draft reflected a reduction in the value previously understood to have been agreed, particularly because Braemont’s original and revised letters of intent had estimated equity value using both outstanding shares and outstanding equity awards. The directors also discussed with their advisors the other open items in the merger agreement and the expected timeline to signing once the open items had been resolved.

Following robust discussion, and after receiving the advice of its financial and legal advisors, the board of directors instructed Winston to revise the merger agreement to (i) limit transaction expenses to the following specified items provided by North Point to Braemont on December 9, 2025 in connection with execution of the original letter of intent: (A) North Point fees, (B) legal fees, (C) public company expenses (e.g., proxy solicitation and press release fees), (D) data room fees, (E) fees related to the quality of earnings review, and (F) directors’ and officers’ insurance policy run-off; (ii) provide that outstanding company RSUs, CSRSUs and PBRSUs would be deemed fully vested and entitled to cash at closing; (iii) increase the reverse termination fee to $8 million; (iv) limit the expense reimbursement if the company’s stockholders did not approve the transaction to 2% of equity value; (v) add a cap of the termination fee on the company’s liability for fraud or willful breach; and (vi) accept limited specific performance and a minimum interim period of 60 days. In addition, the directors instructed Mr. Moore to discuss the company’s position on the open points in the merger agreement directly with representatives of Braemont, including noting that the company viewed price as the principal remaining open item and believed that signing could be completed before exclusivity expired on February 26, 2026.

On February 19, 2026, Winston sent Kirkland revised drafts of the merger agreement, equity commitment letter and limited guarantee.

On February 20, 2026, representatives of Winston had a call with representatives of Kirkland to discuss the merger agreement. Also on February 20, 2026, Mr. Moore sent representatives of Braemont an email outlining the key open items and the company’s position on such open items.

On February 23, 2026, Braemont (together with Royal Cup) delivered a revised letter of intent to the company for the acquisition of certain assets and liabilities of the company for an aggregate amount of $75 million in cash, subject to customary post-closing adjustments. In addition, Braemont sent an issues list overview with their positions on the key open items in the merger agreement outlined in Mr. Moore’s February 20, 2026 email.

Later that day, the board of directors met to consider Braemont’s revised offer and issues list overview. North Point described its discussion with representatives of Braemont earlier that day, including that Braemont’s rationale for the asset purchase proposal was that Braemont did not want to acquire certain contracts of the company. After discussion with its advisors of the advantages and disadvantages of an asset

 

34

 

deal compared to the merger — including the additional length of time and expense that would be required to negotiate and document an asset deal, and the potential implications for stockholders of an alternative transaction structure — the board determined to reject Braemont’s proposal for an asset deal and to continue to pursue the merger with Braemont.

Representatives of Winston discussed the issues list overview on the merger agreement, including Braemont’s position to (i) add transaction bonuses (including bonuses already paid and not contingent on closing), costs of the company’s advisor on Section 280G of the Internal Revenue Code, and transfer agent costs as transaction expenses; (ii) replace outstanding company RSUs, CSRSUs and PBRSUs with cash-based awards instead of deeming them fully vested and entitled to cash at closing; (iii) remove the exclusion of net cash from the net debt condition; (iv) reduce the reverse termination fee to $5 million; and (v) accept a limit on expense reimbursement if the company’s stockholders did not approve the transaction of 2% of equity value. Following discussion, the board of directors directed Mr. Moore to relay their decision to continue with the merger to representatives of Braemont and to request a fixed per share price (taking into account the reduction for the company’s transaction expenses), which Mr. Moore did later that day. That same day, North Point also communicated this decision to Braemont and Stephens.

On February 24, 2026, Kirkland sent Winston a revised draft of the merger agreement consistent with Braemont’s positions in the issues list overview and removing the debt commitment letter as the Parent would be using its existing delayed-draw term loan facility as debt financing unless alternative debt financing was secured during the interim period. Kirkland also sent Winston revised drafts of the equity commitment letter and limited guarantee.

On February 25, 2026, Winston sent Kirkland a revised draft of the merger agreement consistent with the board of directors’ responses to the issues list overview discussed at the meeting on February 23, 2026, including (i) limiting transaction expenses as unpaid expenses specified at closing listed on a to-be-agreed schedule; (ii) accepting that outstanding company RSUs, CSRSUs and PBRSUs will be replaced with cash-based awards instead of deeming them fully vested and entitled to cash at closing; (iii) re-adding the exclusion of net cash from the net debt condition and increasing the condition to $33.6 million; and (iv) accepting the reverse termination fee of $5 million. Winston also sent Kirkland revised drafts of the equity commitment letter and limited guarantee.

On February 27, 2026, Braemont sent North Point revised drafts of the merger agreement, equity commitment letter and limited guarantee and communicated a per share offer price of $1.29 per share based on dollar-for-dollar reductions of the $1.70 per share price in the revised letter of intent for its expanded definition of transaction expenses and the expected payment of eleven months of short-term incentive bonuses in connection with closing. In addition, the draft merger agreement (i) agreed to the inclusion of net cash and a threshold of $32.6 million in the net debt condition; (ii) added a termination fee payable by the company of $1,684,000, calculated as 4% of the equity value of the company at the original $1.70 per share purchase price in the amended letter of intent and based on fully diluted shares outstanding; and (iii) added expense reimbursement if the company’s stockholders did not approve the transaction of $842,000, calculated as 2% of the equity value of the company at the original $1.70 per share purchase price in the amended letter of intent and based on fully diluted shares outstanding. Braemont indicated that $1.29 per share was its best and final offer and that it would not proceed to execution of the merger agreement without voting agreements executed by the supporting stockholders.

North Point promptly communicated this price to the board of directors and the Strategy Committee met that afternoon to consider Braemont’s offer and discuss engagement with the supporting stockholders.

Following the Strategy Committee meeting, representatives of Winston discussed with representatives of Kirkland that, given the communicated price and the dollar-for-dollar reductions, the merger agreement should clarify that cash annual or short-term bonuses paid would be the greater of pro-rata and eleven months and that the net debt condition should be increased to $33.7 million as a result of the increased transaction expenses. In addition, Winston noted the termination fee should be calculated as 4% of an equity value based on the per share offer price of $1.29.

From February 27, 2026 to March 3, 2026, senior management and certain members of the board of directors discussed the transaction, including the revised offer price, with the supporting stockholders in

 

35

 

connection with Braemont’s request for voting agreements and the board’s assessment of the likelihood of obtaining the requisite stockholder approval.

During that time, Braemont agreed to a payment of the cash annual or short-term bonuses at the greater of pro-rata and eleven months but did not agree to increase the net debt condition or reduce the termination fee.

On March 2, 2026, Kirkland sent Winston final forms of the equity commitment letter and limited guarantee. Winston agreed that the agreements were in final form.

On March 3, 2026, Winston sent Kirkland a proposed final form of merger agreement that was consistent with Braemont’s best and final offer. Kirkland agreed that the merger agreement and company disclosure letter were in final form. In addition, the supporting stockholders sent comments to the voting agreement to Winston, which were reviewed and agreed to by Kirkland.

On the evening of March 3, 2026, the board of directors met with representatives of North Point and Winston in attendance. Representatives of North Point reviewed the company’s recent business and operations, historical trends, current outlook and prospects on a standalone basis, including changes over the prior five years and declining financial performance and negative operating cash flow due to several headwinds, including customer churn, elevated green coffee pricing and limited ability to implement additional price increases across the company’s customer base. Representatives of North Point also reviewed the marketing process, including that a total of 52 potential buyers (including strategic and financial buyers and inbound contacts) had been contacted, 31 potential buyers had received information about the company, five indications of interest had been received and three letters of intent had been received.

North Point then reviewed the principal economic terms of the proposed transaction, the relationship of the merger consideration to historical and recent trading prices of the company’s common stock, and the valuation methodologies North Point used in its analysis of the company — a standalone company analysis, a selected public companies analysis, a selected precedent transactions analysis, and a liquidation analysis. North Point noted, among other things, that (A) the $1.29 per share offer price implied an enterprise value for the company on a fully diluted basis of approximately $61.2 million; (B) the $1.29 per share offer price represented a 14.0% discount to the closing price of the company’s common stock on February 27, 2026 of $1.50 and a 14.6% discount to the closing price of the company’s common stock on March 3, 2026 (the last trading day before public announcement of the merger agreement); and (C) the $1.29 per share price reflected the gross per share amount of $1.70 negotiated in the amended letter of intent, less the agreed transaction expenses and bonus adjustments. North Point also discussed the absence of any other actionable superior proposal and the company’s deteriorating performance, negative operating cash flow, increasing indebtedness and likely financing needs, which the board considered together with the trading data and other valuation analyses. North Point then delivered North Point’s oral opinion to the board of directors, later confirmed in a written opinion of the same date, that, as of March 3, 2026 and based upon and subject to the assumptions, procedures, considerations, qualifications and limitations set forth in the written opinion and based upon such other factors as North Point considered relevant, the $1.29 per share offer price was fair, from a financial point of view, to the stockholders of the company.

Representatives of Winston then discussed: (i) the directors’ fiduciary duties in considering the proposed transaction with Braemont; (ii) the changes to the merger agreement since the February 23, 2026 meeting of the board of directors, including the termination fee of $1,684,000, calculated as 4% of the equity value of the company at the original $1.70 per share purchase price in the amended letter of intent and based on fully diluted shares outstanding; (iii) the equity commitment letter and limited guarantee; (iv) the company disclosure letter and the surviving corporation’s certificate of incorporation; and (v) the execution in escrow of voting agreements by the supporting stockholders.

The directors discussed the merger agreement and the transactions contemplated therein, including the factors described under the section of this proxy statement entitled “Reasons for Our Board’s Recommendation in Favor of the Merger,” amongst each other and with their advisors and, following extensive discussion, unanimously (i) determined and declared that the merger agreement and the transactions contemplated thereby are fair to the company’s stockholders, advisable and in the best interests of the company and its stockholders; (ii) approved the merger agreement and the transactions contemplated thereby; (iii) authorized

 

36

 

and approved the execution, delivery and performance of the merger agreement by the company and the consummation of the transactions contemplated by the merger agreement; (iv) resolved to recommend that the company’s stockholders vote to approve the transactions contemplated by the merger agreement; and (v) directed that the merger agreement be submitted to a vote of the company’s stockholders for the purpose of obtaining the required stockholder approval.

Subsequently, on March 3, 2026, following the close of trading, the company, Royal Cup and Merger Sub entered into the merger agreement, concurrently with delivery of the equity financing commitment and the limited guarantee and the execution of voting agreements by certain stockholders of the company in support of the transaction. At or around signing, the company also entered into letter agreements with each of Messrs. Moore, Fisher and Vitemb and one-year non-competition agreements with Messrs. Fisher and Vitemb. The material terms of those arrangements are described elsewhere in this proxy statement under the section entitled “Interests of Our Directors and Executive Officers in the Merger.” On March 4, 2026, before the open of trading, the company issued a press release announcing the execution of the merger agreement, and, after the close of trading, the company filed a Current Report on Form 8-K with the SEC attaching copies of the merger agreement, the form of voting agreement, the form of letter agreement and the press release as exhibits.

REASONS FOR OUR BOARD’S RECOMMENDATION IN FAVOR OF THE MERGER

On March 3, 2026, after considering the information described in “Background of the Merger,” the merger agreement and the transactions contemplated thereby, and various other factors (including the non-exhaustive list of factors described below), and after consulting with its independent legal and financial advisors and company management, the board of directors unanimously took the following actions: (i) determined and declared that the merger agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of the company and its stockholders; (ii) approved the merger agreement and the transactions contemplated thereby; (iii) authorized and approved the execution, delivery and performance of the merger agreement by the company and the consummation of the transactions contemplated thereby; (iv) resolved to recommend that the company’s stockholders vote to approve the transactions contemplated by the merger agreement; and (v) directed that the merger agreement be submitted to a vote of the company’s stockholders for the purpose of obtaining the required stockholder approval.

The board of directors recommends that you vote (i) “FOR” the merger proposal, (ii) “FOR” the advisory compensation proposal and (iii) “FOR” the adjournment proposal.

In evaluating the terms of the merger agreement and the transactions contemplated thereby, and after careful deliberation in consultation with its independent legal and financial advisors and company management, the board of directors considered numerous factors that it believed supported its decision to approve the merger agreement and recommend that the company’s stockholders vote to approve the merger. The following discussion summarizes the principal positive factors (not necessarily in order of relative importance) that the board viewed as supporting its determination:

•

Opinion of North Point (Financial Advisor).   The financial analyses that North Point (the company’s independent financial advisor) conducted and reviewed with the board of directors, and North Point’s opinion that, as of March 3, 2026, and based upon and subject to the assumptions, procedures, considerations and limitations set forth in its opinion, the $1.29 per share merger consideration is fair to the holders of our common stock from a financial point of view. This opinion and the underlying analyses are described in detail below in the section entitled “Opinion of Our Financial Advisor” beginning on page 44. The board considered North Point’s financial analyses and opinion, together with the other information before it, as supporting its conclusion that the merger consideration is fair from a financial point of view.

​

•

Value Relative to Standalone Prospects.   The board of directors’ belief, after reviewing the company’s current and historical financial condition, results of operations, prospects, business strategy, competitive position and the broader industry outlook (including the potential impact of these factors on the trading price of our common stock, which the board noted could not be precisely quantified), and in light of North Point’s standalone company analysis, that the company would likely continue to face significant headwinds and have negative operating cash flow and is unlikely to have

​

 

37

 

sufficient cash to satisfy its obligations and fund operating activities during fiscal year 2027 without additional capital. The board also considered that any effort to obtain additional capital through alternative strategies would involve additional execution risk and uncertainty. Against that backdrop, the board believed that the value being offered to stockholders under the merger agreement is greater and more certain than the value stockholders might reasonably be expected to achieve through continued execution of the company’s standalone strategic plan as an independent public company.

•

Results of Extensive Sale Process.   The extensive, board-supervised process that the board, with the assistance of the Strategy Committee and the company’s independent financial advisor, conducted to explore strategic alternatives and contact parties that might have interest in and the ability to pursue an acquisition of the company, with the objective of maximizing the value reasonably available to stockholders. In particular, the board noted that:

​

•

a total of 52 potential counterparties were contacted or solicited during the company’s strategic review process between March 2025 and December 2025, in an effort to identify parties most likely to be willing and able to pay the highest price for the company;

​

•

of those parties, 31 executed confidentiality agreements and were provided with detailed information regarding the company’s business and finances;

​

•

four parties that engaged in discussions about a potential acquisition of the company submitted non-binding indications of interest with respect to acquiring all of the outstanding shares of the company’s common stock;

​

•

three of those parties proceeded to submit letters of intent outlining proposed terms for the acquisition of the company;

​

•

one additional party (referred to as Party D) submitted a non-binding indication of interest reflecting an enterprise value of approximately $100 million (implying a price of approximately $3.05 per share before transaction expenses, which would reduce the per share price dollar-for-dollar), but Party D had not commenced due diligence, had not obtained internal approval for such a transaction and indicated that it would require a number of weeks even to establish a timeline for submitting a binding offer and completing its due diligence and approval process;

​

•

the merger agreement permits the company’s board of directors, prior to obtaining stockholder approval, to consider and respond to unsolicited acquisition proposals under specified circumstances, and no confidentiality agreement entered into during the process precluded any party from making an unsolicited proposal directly to the board of directors for its consideration; and

​

•

the company’s potential receptiveness to a strategic transaction had been well publicized by the company for over seven months prior to the execution of the merger agreement, affording potentially interested parties other than Braemont and the 51 other third parties that the company contacted or actively solicited an opportunity to engage with the company about a possible acquisition of the company.

​

•

Value Relative to Other Strategic Alternatives.   The board of directors’ assessment that the $1.29 per share cash merger consideration likely delivers greater value to the company’s stockholders, on a risk-adjusted basis, than any other strategic, financial or operational alternative that was reasonably available and actionable for the company. In making this assessment, the board considered the potential risks and uncertainties associated with possible alternatives (such as continuing to operate independently or pursuing other transactions), including the anticipated timing and likelihood of actually achieving any such alternative, and whether any such alternative could reasonably be expected to create value for stockholders equal to or exceeding the value offered by the merger within a similar timeframe.

​

•

Current Challenges, Risks and Uncertainties Facing the Company.   The challenges and risks that the company has faced and would likely continue to face if it remained an independent public company, particularly given the company’s relatively small size and the difficulty of achieving greater scale and financial flexibility on a standalone basis. These challenges include, among other things, the substantial costs and regulatory burdens of being a public company; ongoing macroeconomic and

​

 

38

 

industry pressures (such as customer churn, elevated green coffee pricing and limited ability to push additional price increases across its customer base); the execution risks associated with the company’s strategic plan; the need for additional capital through alternative strategies if the merger is not completed; and other risks identified in the section entitled “Risk Factors” in the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. The board considered that these company-specific and market risks made it reasonably possible that, even if the company obtained financing, it might thereafter need to consider other strategic alternatives, including the sale of assets, delisting from Nasdaq or otherwise liquidating, any of which might not result in value to stockholders at a level comparable to the merger consideration in the foreseeable future.

•

History of Negotiations with Braemont (Merger Partner).   The fact that the $1.29 per share merger consideration and the other terms of the merger agreement were the result of repeated, arm’s-length negotiations with Braemont. Through these negotiations, the board (with the assistance of its financial advisor and outside legal counsel) sought to improve the price and other terms of the transaction for the benefit of the company’s stockholders. Based on those negotiations and the information available to it regarding Braemont and the other parties that had expressed interest, the board believed that the final price and overall transaction package represented the most attractive actionable proposal that was reasonably likely to be available and consummated on acceptable terms and within the company’s required timeframe.

​

•

Form of Consideration — All Cash Transaction.   The board considered that the merger consideration is 100% cash, which provides the company’s stockholders with immediate liquidity and certainty of value for their shares. An all-cash transaction eliminates the long-term business, execution and market risks that stockholders would bear if they continued as investors in the company (or if they received stock of the acquirer), and allows stockholders to realize prompt value for their investment in Farmer Bros.

​

•

Risk of Losing the Offer/Opportunity if Not Accepted.   The possibility that, if the board of directors declined to approve the merger agreement or delayed acting on Braemont’s proposal, the company might lose the opportunity to consummate a transaction that provides current cash value and liquidity to stockholders, and that no other proposal with comparable value, timing and certainty might emerge, particularly in light of the company’s standalone challenges, negative operating cash flow, increasing indebtedness and anticipated need for additional capital.

​

•

Current Macroeconomic and Market Conditions.   The uncertain and volatile state of the U.S. and global economies and financial markets, including increased volatility in credit and equity markets, rising interest rates, inflationary pressures, tariff and trade-related uncertainties, and various geopolitical risks. The board considered the potential impact of these macroeconomic conditions on the company’s business and the trading price of the company’s stock in both the near term and long term and viewed the certainty of the all-cash merger consideration against the backdrop of these broader economic uncertainties.

​

•

Likelihood of Closing the Transaction.   The board’s assessment that the transactions contemplated by the merger agreement, including the merger, have a favorable likelihood of being completed in accordance with their terms, based on, among other things, the following deal terms and circumstances:

​

•

Committed Financing:   Braemont and its affiliates have secured committed financing for the transaction, including access to an existing delayed-draw term loan facility and committed equity financing supported by a limited guarantee from certain funds of Braemont, with the financing commitments containing only limited conditions.

​

•

No Financing Condition:   The merger agreement does not contain any financing condition to closing. In other words, Braemont’s obligation to consummate the merger is not conditional on the availability of debt or equity financing.

​

•

Buyer’s Payment Obligations (Reverse Termination Fee):   The merger agreement requires Braemont (or its affiliate) to pay the company a reverse termination fee of $5 million in specified circumstances involving certain failures by Parent to consummate the merger. The board

​

 

39

 

viewed this provision as providing a measure of protection and recourse for the company if the merger were not completed in those circumstances.

•

Limited Closing Conditions:   The conditions to Parent’s obligation to close the merger are specific and limited in scope, and the definition of “material adverse effect” applicable to the company in the merger agreement includes certain customary carve-outs. These terms make it less likely that routine developments or modest adverse changes in the company’s business between signing and closing of the merger would permit Parent to terminate the merger agreement or refuse to complete the transaction.

​

•

Merger Agreement Terms (Including Ability to Respond to Alternative Proposals).   The board of directors considered that the terms of the definitive merger agreement, which were reviewed by the board with the assistance of the company’s outside legal counsel and financial advisor and negotiated on an arm’s-length basis with Braemont, provided Braemont with a level of transaction certainty sufficient to induce it to enter into the merger agreement while preserving the board’s ability, in specified circumstances, to respond to unsolicited alternative proposals and other developments in a manner consistent with its fiduciary duties. These provisions included:

​

•

Ability to Consider Superior Proposals:   The company’s ability, under certain circumstances prior to obtaining stockholder approval of the merger, to provide information to and engage in negotiations or discussions with a third party that makes an unsolicited, written and bona fide acquisition proposal if the board of directors determines in good faith (based on the information then available, after consultation with its independent financial advisor and outside legal counsel) that such proposal either constitutes or is reasonably expected to result in a “Superior Proposal” ​(as defined in the merger agreement), and that failing to engage with such third party would be inconsistent with the directors’ fiduciary duties under applicable law. This provision helps ensure that the board can respond to a potentially higher offer in accordance with its fiduciary duties and the DGCL, as more fully described in the section entitled “The Merger Agreement — No Solicitation” beginning on page 79.

​

•

Right to Change Recommendation:   The board’s ability, under specified circumstances, to change or withdraw its recommendation in favor of the merger if the board determines in good faith that failure to take such action would be inconsistent with its fiduciary duties (for example, in response to a Superior Proposal or an intervening event, as defined in the merger agreement).

​

•

Right to Terminate for Superior Proposal:   The board’s ability, under certain circumstances and subject to compliance with the merger agreement’s procedures, to terminate the merger agreement in order to accept a Superior Proposal from a third party. This right to terminate is subject to Parent’s customary “matching right” ​(that is, the right to negotiate with the company to amend its offer) and the company’s payment of a contractually agreed termination fee to Parent (as described immediately below).

​

•

Termination Fee as Part of Overall Deal Protection Package:   The board considered that the termination fee payable by the company to Parent in specified circumstances ($1,684,000) represents approximately 5.3% of the fully diluted equity value implied by the merger consideration and approximately 5.9% of the equity value of the outstanding common stock to be cashed out in the merger. The board also considered, however, that the fee was negotiated as part of the overall transaction package, that its absolute dollar amount was modest, that the company had already conducted an extensive pre-signing strategic review, and that the merger agreement preserves the board’s ability to respond to unsolicited bona fide acquisition proposals and, if warranted, terminate the merger agreement to accept a Superior Proposal. In light of these circumstances, the board did not believe the termination fee, when considered together with the other deal protection provisions, was reasonably likely to preclude a bona fide superior proposal from emerging.

​

•

Required Stockholder Approval:   The board considered that the merger would be completed only if the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of company common stock entitled to vote thereon.

​

 

40

 

•

Voting Agreements Increasing Closing Certainty.   The fact that certain significant stockholders of the company (specifically, 22NW, LP, JDB Investment Consulting, LLC and JCP Investment Management, LLC), who collectively hold approximately 22.1% of the voting power of the company as of the record date, have entered into voting agreements with Parent. Under the voting agreements, those stockholders agreed to vote all of their shares of Farmer Bros. common stock (together representing approximately 22.1% of the company’s outstanding shares as of the record date) in favor of the approval and adoption of the merger agreement and the merger, subject to the terms and conditions of the voting agreements. This voting commitment from a large stockholder bloc provides additional assurance regarding the likelihood of obtaining the requisite stockholder approval for the merger.

​

•

Active Involvement of Independent Advisors.   The fact that the company’s outside legal counsel and independent financial advisor were actively involved throughout the strategic review, negotiation and due diligence process and provided regular advice and updates directly to the board and the Strategy Committee. The board considered that these advisors provided perspectives independent of management, helped the board oversee the process, evaluate alternatives, test assumptions and assess the legal and financial terms of the proposed transaction.

​

•

Unanimous Board Approval.   The board noted that all members of the board of directors voted in favor of approving the merger agreement and the merger, and unanimously determined that the merger is advisable and in the best interests of the company and its stockholders. The unanimity of the board’s approval, after the board had received advice from its independent legal and financial advisors and considered the factors described above, underscored the directors’ collective judgment that the transaction is advisable and in the best interests of the company and its stockholders.

​

•

Appraisal Rights for Dissenting Stockholders.   The availability of statutory appraisal rights under Delaware law for stockholders who do not vote in favor of adopting the merger agreement and who properly comply with all requirements of Section 262 of the Delaware General Corporation Law (DGCL). These appraisal rights give any stockholder who believes the merger consideration is inadequate an opportunity to seek a judicial determination of the fair value of their shares. For a detailed discussion of stockholders’ appraisal rights and the procedures for exercising them, see “The Merger — Appraisal Rights” beginning on page 65 of this proxy statement.

​

In the course of its deliberations, the board of directors also considered various uncertainties, risks and other countervailing factors relating to the merger agreement and the proposed transaction, including (not necessarily in order of relative importance) the following:

•

Discount to Market Price.   The fact that the $1.29 per share cash merger consideration represents:

​

•

a discount of approximately 14.6% relative to the closing price of our common stock on March 3, 2026 (the last trading day before public announcement of the merger agreement); and

​

•

a discount of approximately 5.1% relative to the closing price of our common stock on July 21, 2025 (the last trading day before the company announced it was evaluating strategic alternatives).

​

However, the board of directors also considered that the company’s stock price had declined significantly over the prior six years and had declined following each earnings release during the period that the company was evaluating strategic alternatives, and that the trading price of the company’s common stock did not yet reflect that Farmer Bros. was expecting to have negative adjusted EBITDA (as defined in “— Certain Unaudited Prospective Financial Information” beginning on page 54) for fiscal year 2026 and would require additional capital through alternative strategies in the near future if the merger is not completed. The board also considered that public trading prices do not necessarily represent the value that could be realized by stockholders in a negotiated change-of-control transaction or the value of the company if it were to remain independent in light of the risks and uncertainties it faced. Certain historical market prices of our common stock are set forth in the table in the section entitled “Market Prices and Dividend Data” beginning on page 101.

•

Closing Uncertainty.   The risk that completion of the merger may be subject to factors outside the company’s or Parent’s control, such as the need to obtain stockholder approval and satisfy other closing conditions, and the possibility that the merger might not be completed in a timely manner or at all.

​

 

41

 

•

No Further Participation in the Company’s Upside.   The fact that, following the merger, the company’s current stockholders will no longer have any equity interest in the company and, therefore, will not participate in any future earnings, growth or appreciation in the value of the company’s business. If the company does not complete the merger and instead pursues a strategic alternative that allows it to continue as a standalone company, current stockholders could retain the opportunity to participate in any future upside.

​

•

Reduction in the Initial Offer Price.   The fact that, during the course of negotiations, Braemont decreased its highest proposal from $2.00 per share (before transaction expenses) (which would equate to approximately $1.59 after dollar-for-dollar reductions of the $2.00 per share price for the final definition of transaction expenses and the expected payment of eleven months of short-term incentive bonuses in connection with closing) to a final price of $1.29 per share (after transaction expenses), and Braemont did not agree to cover the company’s transaction costs. However, the board of directors also considered that the $1.29 per share price was the result of extensive negotiations with Braemont and followed Braemont’s extensive confirmatory due diligence review of non-publicly available information which identified certain matters (described under “Background of the Merger’’ beginning on page 24) that Braemont cited as a basis for revised pricing. After considering the results of the broader strategic review and the company’s circumstances and alternatives, the board believed the final price and other terms represented the most attractive actionable transaction reasonably available to the company.

​

•

Higher Indication of Interest from Party D.   The fact that Party D had submitted a non-binding indication of interest for an acquisition of the company at an implied valuation higher than the valuation reflected in the merger agreement, which, if it could have been translated into a definitive proposal and consummated on a similar timeline as the merger with Braemont, might have delivered greater value to the company’s stockholders. However, the board of directors also considered several factors that mitigated the significance of Party D’s proposal: (i) Party D’s indication of interest was non-binding and subject to substantial due diligence and internal approval requirements, (ii) Party D indicated that it would need a number of weeks even to provide a timeline for submitting a binding offer and completing its due diligence and approvals and (iii) given Party D’s lack of diligence, Party D’s offer may not have considered certain matters (described under “Background of the Merger’’ beginning on page 24) that Braemont cited as a basis for revised pricing. In light of these uncertainties, the board believed there was significant risk that Party D’s interest might never result in a definitive, actionable proposal. The board also noted that the merger agreement preserves the company’s ability to continue to entertain, and for the board to respond to, unsolicited bona fide acquisition proposals from Party D or any other third party (pursuant to the “fiduciary out” provisions described above) prior to stockholder approval of the merger.

​

•

Taxable Transaction for Stockholders.   The fact that stockholders will be receiving cash for their shares in the merger, which will generally be a taxable event for stockholders who are U.S. holders for U.S. federal income tax purposes. Stockholders will likely recognize taxable gain or loss on the exchange of their shares for cash, whereas no taxable event would occur, for example, if the stockholders simply continued to hold their shares or if they received stock of another corporation in a tax-deferred transaction. The board considered that this tax impact will reduce the net after-tax value that stockholders receive from the merger, particularly for stockholders with a low tax basis in their shares.

​

•

No-Shop Restrictions on Seeking Other Offers.   The restrictions imposed by the merger agreement on the company’s ability to actively solicit alternative acquisition proposals from third parties. While the merger agreement permits the board to consider unsolicited proposals as described above, the company is not permitted to initiate new discussions or seek out other bidders once the merger agreement is signed. The board recognized that these “no-shop” provisions, together with Parent’s matching right, might discourage some potential acquirers from coming forward with a competing offer for the company, even though the board concluded that these provisions were a necessary part of the negotiated transaction and were reasonable in scope.

​

•

Termination Fee Payable by the Company.   The possibility that the obligation to pay a termination fee to Parent under certain circumstances could discourage some other potential acquirers from making

​

 

42

 

a competing bid for the company. Under the merger agreement, if the company terminates the merger agreement to accept a Superior Proposal (or if certain other triggering events occur, such as the company entering into and consummating an alternative acquisition agreement within 12 months after terminating the merger agreement under certain circumstances), the company must pay Parent a termination fee of $1,684,000. Although the board considered the factors described above regarding that termination fee, the requirement to pay a fee to the current bidder could make it more costly or less appealing for another party to pursue an acquisition of the company during the term of the merger agreement.

•

Limits of Reverse Termination Fee; Cap on Buyer Liability.   The negotiated limitations on the company’s remedies against Parent and the guarantors if the merger is not consummated, including that the reverse termination fee is payable only in specified circumstances and that Parent’s monetary liability is capped at agreed levels under the merger agreement. The board recognized that these limitations could restrict the company’s recourse in the event Parent fails to consummate the merger when required.

​

•

Interim Operating Covenants.   The restrictions placed on the company’s conduct of business prior to closing of the merger, as agreed in the merger agreement. These interim operating covenants restrict the company from engaging in certain transactions or business actions outside the ordinary course without Parent’s consent (such as issuing new equity, making significant capital expenditures beyond budgeted amounts, entering new lines of business and certain other actions). As a result, during the period between signing and closing, the company might be delayed or prevented from pursuing certain business opportunities or strategic initiatives that could arise, or from taking other actions it would otherwise consider in the absence of a pending merger. The board considered that these limitations, while customary in mergers to preserve the status quo of the business, could have adverse effects if the merger were significantly delayed or ultimately not completed.

​

•

Significant Transaction Expenses.   The substantial transaction-related expenses that will be incurred by the company in connection with the negotiation and completion of the merger, including fees payable to the company’s financial advisor, legal counsel, accountants and other professional advisors, as well as other costs such as printing and filing fees. These transaction expenses will be paid by the company regardless of whether the merger is ultimately completed. If the merger is not consummated, the company will have borne a significant one-time expense that will reduce its cash reserves and worsen the company’s liquidity issues.

​

•

Potential Litigation.   The risk of litigation brought by the company’s stockholders in connection with the merger. The board recognized that public company mergers are frequently subject to stockholder lawsuits (for example, alleging breaches of fiduciary duty by directors or claiming disclosure deficiencies in the proxy statement), and that defending against such litigation, even if the claims are without merit, could impose financial costs on the company and divert management’s attention away from running the business.

​

•

Impact on Existing Business.   The announcement and pendency of the transactions contemplated by the merger agreement, the failure to complete the merger or actions that the company may be required, or Parent may be permitted, to take under the merger agreement could have an adverse impact on existing and prospective business relationships with customers, suppliers, employees, labor unions, financing sources, partners or other business relationships, including the risk that key members of company management might choose not to remain employed with the company prior to the completion of the merger, regardless of whether or not the merger is completed.

​

After discussing and weighing the foregoing factors, the board of directors unanimously concluded that the expected benefits of the merger and the other transactions contemplated by the merger agreement outweigh the associated uncertainties, risks and potentially negative factors.

In addition, the board of directors was aware of, and considered, the fact that some of the company’s directors and executive officers have interests in the merger that differ from, or are in addition to, the interests of the company’s stockholders generally. These interests include, among other things, the treatment of equity awards, payments and benefits triggered by a change in control, and potential post-closing employment or service arrangements with the surviving company. The board considered these potential conflicts of

 

43

 

interest in the context of its decision-making process. For more information, see the section entitled “Interests of Our Directors and Executive Officers in the Merger” beginning on page 57 of this proxy statement.

The foregoing discussion of the factors considered by the board of directors is not intended to be exhaustive. The board considered all of the above-mentioned factors, among others, in reaching its decision to approve the merger agreement and recommend the merger, and the board did not attempt to quantify or assign any specific weight to any one factor or group of factors. Individual directors may have given different weight to different factors. Rather, the board made its recommendation based on the totality of the information and factors presented to it and in the context of the board’s fiduciary duties. Throughout its deliberative process, the board held multiple meetings, engaged in extensive discussions, and questioned company management and its independent legal and financial advisors to ensure that it had carefully considered the material information then available.

Certain statements in the above discussion of the board’s reasons for the merger and other information presented in this section are forward-looking in nature. These forward-looking statements should be read in conjunction with the cautionary statements regarding forward-looking information set forth in the section entitled “Forward-Looking Statements” beginning on page 104 of this proxy statement.

OPINION OF OUR FINANCIAL ADVISOR

Pursuant to an engagement letter that was executed on March 5, 2025, the company’s board of directors retained North Point to provide it with financial advisory services and a financial opinion in connection with the possible sale of the company. With respect to this engagement, the board of directors requested that North Point evaluate whether the consideration to be received by the stockholders pursuant to the merger agreement is fair, from a financial point of view, to such stockholders. At the meeting of the board of directors on March 3, 2026, North Point rendered to the board its oral opinion, confirmed by delivery of its written opinion dated the same date, that as of March 3, 2026 and based on and subject to the assumptions made, procedures followed, factors considered and qualifications and limitations on the scope of review undertaken by North Point set forth in the written opinion, the per share merger consideration is fair, from a financial point of view, to the stockholders of the company.

The full text of the written opinion of North Point, dated as of March 3, 2026, is attached as Appendix B. You are encouraged to read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of the review undertaken by North Point in rendering its opinion. North Point’s opinion was directed to the board of directors, in its capacity as such, and addresses only the fairness from a financial point of view of the consideration to be received by the holders of shares of the company’s common stock, pursuant to the merger agreement and as of the date of the opinion. It did not address any other aspects or implications of the merger and does not constitute an opinion or a recommendation as to how the stockholders of the company should act or vote in connection with any of the transactions contemplated by the merger agreement. The summary of the opinion of North Point set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, North Point, among other things:

•

Reviewed and analyzed the terms of the draft Agreement and Plan of Merger dated March 3, 2026;

​

•

Reviewed and analyzed certain financial and other data with respect to the company, which was publicly available

​

•

Reviewed and analyzed certain information, including financial statements and financial forecasts, relating to the business, earnings, cash flow, assets, liabilities, projected operations and prospects of the company, that were publicly available as well as those that were furnished to it by the company;

​

•

Reviewed a quality of earnings performed by Alvarez & Marsal;

​

•

Held discussions with members of the board of directors, senior management, and representatives of the company concerning the matters described above, as well as its business and prospects on a standalone basis;

​

 

44

 

•

Reviewed the current and historical reported prices and trading activity of the company’s common stock and of certain publicly traded companies deemed by it to be comparable to the company;

​

•

Compared the financial performance of the company with that of certain other publicly traded companies that it deemed relevant; and

​

•

Reviewed the terms, to the extent publicly available, of certain business combination transactions that it deemed relevant.

​

In addition, North Point conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as it deemed necessary in arriving at its opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses prepared by North Point and reviewed with the board of directors in connection with North Point’s opinion. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, or underlying the opinion of, North Point, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by North Point. North Point may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be North Point’s view of the actual value of the company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the accompanying explanatory text to each table, as the tables alone do not constitute a complete description of the financial analyses performed by North Point. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying North Point’s financial analyses and its opinion. In performing its analyses, North Point made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the company or any other parties to the merger. None of the company, Parent or North Point or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the company do not purport to be appraisals or reflect the prices at which the company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 27, 2026 and is not necessarily indicative of current market conditions.

North Point performed the following financial analyses in connection with rendering its opinion to the board of directors:

•

Standalone Company Analysis

​

•

Comparable Public Companies Analysis

​

•

Comparable Precedent Transaction Analysis; and

​

•

Liquidation Value Analysis

​

Each of these analyses is summarized below.

Standalone Company Analysis

North Point reviewed the prospects of the company as a standalone entity.

The company has undergone a number of changes in last five years, including the sale of its direct ship business, changeover of the management team and the execution of several turnaround initiatives.

Despite the successful sale of the direct ship business and the implementation of several turnaround initiatives, the company is still facing declining financial performance and negative operating cash flow due

 

45

 

to several headwinds, including, but not limited to, customer churn, elevated green coffee pricing and limited wherewithal to push additional price increases across its customer base given a number of price increases taken in the fiscal years ended June 30, 2024 and June 30, 2025.

See below for a summary of company management’s budget for the fiscal year ended June 30, 2026 (“FY2026B”) as compared to actual results for the fiscal year ended June 30, 2025 (“FY2025A”). The FY2026B financial information is unaudited prospective financial information that should be reviewed in connection with the summary of such prospective financial information below under “— Certain Unaudited Prospective Financial Information”.

•

FY2026B Revenue: The company is projecting $322 million in FY2026B revenue, marking a 5.9% decrease from the $342 million revenue generated in FY2025A.

​

•

FY2026B Gross Profit: The company is projecting $135 million in FY 2026B gross profit, marking a 15.0% decrease from the $159 million gross profit generated in FY2025A.

​

•

The company’s gross margin profile is projected to decrease 4.5% from 46.4% in FY2025A to 41.9% in FY2026B.

​

•

FY2026B Adjusted EBITDA: The company is projecting negative $2.9 million in FY2026B adjusted EBITDA, marking a 114.0% decrease from the $20.7 million adjusted EBITDA generated in FY2025A.

​

As outlined in the chart below, the company has been consistently churning customers at approximately 1.8% per quarter, resulting in significant decrease in customers serviced over the last two fiscal years:

(Customers in Thousand

For its standalone company analysis, North Point assessed customer count through fiscal year ended June 30, 2028 based on customer churn in a range of 1.6% to 2.0% per quarter (see Exhibit A below). Based on that analysis, North Point projected revenue ranges of the company based upon a range of assumed revenue per customer (see Exhibit B below). In the second fiscal quarter ended December 31, 2025, the company generated an average revenue per customer of $3.25 thousand, which served as the mid-point for the analysis. North Point then assessed projected Adjusted EBITDA ranges based on such projected revenues and fixed selling, general and administrative expenses of $130 million a year, which was estimated based on actual historical selling, general and administrative expenses (see Exhibit C below). North Point evaluated gross margins ranging from 35.0% to 45.0% and the resulting range of Adjusted EBITDA demonstrated the company’s need to generate at least $325 million in revenue and at least 40.0% gross margins in order to achieve positive Adjusted EBITDA and support the company’s fixed cost structure.

 

46

 

Per conversations with management, the customer churn is expected to continue and there will be limited ability to pass through additional pricing to generate at least $325 million in revenue and at least 40.0% gross margins in the fiscal year ended June 30, 2027. Revenue levels below $325 million would likely result in additional cash losses in the fiscal year ended June 30, 2027, which could result in potential liquidity and credit default concerns. As a result, North Point does not view the company’s continued operations as a standalone company to be sustainable in the short- or long-term without additional financing or the completion of a strategic alternative.

Comparable Public Companies Analysis

North Point performed a comparable public companies analysis, which attempts to provide an implied value of a company by comparing selected historical financial data of the company and estimated financial data of the company based on prospective financial information provided by management against corresponding financial data for similar publicly traded companies. North Point selected the following publicly traded companies that North Point, based on its experience and professional judgment, deemed relevant to consider in relation to the company based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and press reports, databases and other sources:

Pure-Play Coffee

BRC Inc.

WestRock Coffee Company, LLC

Diversified CPG with Coffee

B&G Foods, Inc.

The Campbell’s Company

The Coca Cola Company

General Mills, Inc.

The J.M. Smucker Company

Keurig Dr Pepper Inc.

The Kraft Heinz Company

PepsiCo, Inc.

Post Holdings, Inc.

 

47

 

Route-Based Food & Beverage

The Chef’s Warehouse, Inc.

Performance Food Group Company

Primo Brands Corporation

Sysco Corporation

United Natural Foods, Inc.

Although most of the selected companies are not directly comparable to the company, and most are substantially larger than the company, the companies included were chosen because they are publicly traded companies with operations in industries that for purposes of analysis may be considered similar to the company.

North Point calculated various financial multiples for such comparable companies based on the ratio of such companies’ operating data (obtained from SEC filings and industry database estimates as of February 27, 2026) to the equity value per share of such companies. North Point reviewed the average and median statistics for the comparable companies’ grouping to determine appropriate high and low multiples for each statistic.

North Point then compared the average and median of such multiples with the multiples obtained for the company. The company’s multiples were calculated based on the ratio of the company’s operating data (provided by management) to an implied enterprise value of $61.2 million (based on the $1.29 per share merger consideration) and then taking into account the company’s estimated net debt as of April 30, 2026 of $32.9M (including accrued post-retirement benefits as debt). With respect to the comparable companies, North Point calculated:

•

enterprise value (which is the market value of common equity plus the book value of debt, less cash) as a multiple of consensus estimates for revenue for the calendar year ended December 31, 2026 (“CY2026E” or “CY26E”); and

​

•

enterprise value as a multiple of consensus estimates for CY2026 earnings before interest, taxes and depreciation and amortization (also referred to as “EBITDA”).

​

The table below shows the results of North Point’s analyses of the selected comparable companies:

 

48

 

Given the negative Adjusted EBITDA budgeted for the company for the fiscal year ended June 30, 2026, North Point determined this analysis had limited value as the resulting implied enterprise value of the company would also be negative. Further, North Point did not place an emphasis on the revenue multiple analysis due to the company’s deteriorating revenue base and lack of profitability.

No company utilized in the public trading comparables analysis is identical to the company. In evaluating comparable companies, North Point made judgments and assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the company, such as the impact of competition on the businesses of the company and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the company or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data. North Point considered a number of factors in analyzing the per share merger consideration.

Comparable Precedent Transaction Analysis

North Point reviewed the terms of certain recent merger and acquisition transactions reported in SEC filings, public company disclosures, press releases, industry and press reports, databases and other sources relating to the selected transactions (listed by target/acquiror) announced since 2007. Listed below are representative transactions listed by target and acquiror:

 

49

 

For each of the selected transactions, North Point calculated and compared multiples for the target companies based on the ratio of the enterprise value to the target’s EBITDA over the last twelve months prior to closing of the applicable transaction. North Point reviewed average and median statistics for the precedent transactions grouping to determine appropriate multiples for each statistic.

The results of these analyses are summarized in the table below.

 

50

 

Given the negative Adjusted EBITDA budgeted for the company for the fiscal year ended June 30, 2026, North Point determined this analysis had limited value as the resulting implied enterprise value of the company would also be negative.

No company or transaction utilized in the precedent transactions is identical to the company or to the merger. In evaluating the precedent transactions, North Point made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the company, such as the impact of competition on the business of the company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the enterprise value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean or median) is not in itself a meaningful method of using precedent transactions. North Point considered a number of factors in analyzing the per share merger consideration.

Liquidation Value Analysis

Given the likelihood of liquidity concerns in the fiscal year ended June 30, 2027 under the standalone company analysis and the limited value of the public comparable company and precedent transaction analyses, North Point completed a liquidation analysis. The analysis determined, in a “best-case” scenario, that the company would have a liquidation value of $26.3 million to be distributed to shareholders. The “best-case” scenario assumed 100% recovery of the book value, excluding prepaid expenses and intangible assets, and the extinguishment of all outstanding liabilities as of December 31, 2025. In addition, the analysis did not contemplate wind-down costs associated with ceasing operations, which would further reduce the equity value available to be distributed to shareholders, and assumed that all equity awards would be forfeited to demonstrate the highest per share value for stockholders of $1.20 per share. The best-case scenario liquidation value is lower than the equity value contemplated in the proposed merger and the per share liquidation value for stockholders is lower than the proposed per share merger consideration. Given this, North Point did not analyze a range of outcomes regarding realized value for the assets even though North Point would not expect full recovery of book value for all the assets.

 

51

 

See the liquidation analysis below:

In North Point’s opinion, pursuing a liquidation event is less attractive than the proposed merger and should not be considered as the optimal path forward.

Limitations on North Point’s Analyses and Opinion

The summary of North Point’s analyses set forth above does not contain a complete description of these analyses, but does summarize the material analyses performed by North Point in rendering its opinion. The above summary is qualified in its entirety by reference to the written opinion of North Point attached as Appendix B to this proxy statement. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. North Point believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the North Point’s written opinion. In arriving at its opinion, North Point considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, North Point made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. No company or transaction used in the above analyses as a comparison is directly comparable to the company or the transactions contemplated by the merger agreement.

North Point performed its analyses solely for purposes of providing its opinion to the board of directors. In performing its analyses, North Point made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed

 

52

 

by North Point are based upon forecasts of future results furnished to North Point by management under certain assumptions, plans and scenarios, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. North Point does not assume responsibility if future results are materially different from forecasted results.

In its analysis and rendering its opinion, North Point has relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to it or discussed with or reviewed by it. North Point has further relied upon the assurances of management that the financial information provided has been prepared on a reasonable basis in accordance with industry practice and that management is not aware of any information or facts that would make any information provided to North Point incomplete or misleading in any material respect. Without limiting the generality of the foregoing, for the purpose of its opinion, North Point has assumed that with respect to financial estimates and other forward-looking information reviewed by it, such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of management as to the expected future results of the company’s operations and financial condition to which such financial estimates and other forward-looking information relate. North Point expresses no opinion as to any such financial estimates or forward-looking information or the assumptions on which they were based.

North Point assumed that the merger would be completed on the terms set forth in the merger agreement reviewed by North Point, without amendments and with full satisfaction of all covenants and conditions without any waiver. North Point expressed no opinion regarding whether the necessary approvals or other conditions to the consummation of the merger will be obtained or satisfied.

North Point conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the consideration to be received by the company’s stockholders pursuant to the merger agreement and in connection with the delivery of its opinion, dated March 3, 2026, to the board of directors. These analyses do not purport to be appraisals or to reflect the prices at which the company’s common stock might actually trade.

North Point did not assume responsibility for performing, and did not perform, any appraisals of specific assets or liabilities of the company. North Point expresses no opinion regarding the solvency of any entity. North Point did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the company, or any of its affiliates, are a party or may be subject. At the direction of the board of directors, and with its consent, North Point’s opinion made no assumption concerning, and, therefore, did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

North Point’s opinion was necessarily based on the information available to it and the facts and circumstances as they existed and were subject to evaluation as of the date of the opinion. Events occurring after the date of the opinion could materially affect the assumptions used by North Point in preparing its opinion. North Point has not undertaken and is not obligated to affirm or revise its opinion or otherwise comment on any events occurring after the date it was rendered.

North Point was not requested to opine as to, and the opinion does not address, the basic business decision to vote or otherwise act with respect to the proposal to adopt the merger agreement or the transactions contemplated by the merger agreement, the pre-signing process conducted by the company, the merits of the transaction compared to any alternative business strategy or transaction that may be available to the company, any other terms contemplated by the merger agreement or the fairness of the amount or nature of the compensation to the company’s officers, directors or employees, or any class of such persons, relative to the compensation to be received by holders of the company’s common stock. North Point did not express any opinion as to whether any alternative transaction might produce consideration for the company’s stockholders in excess of the per share merger consideration.

The per share merger consideration to be received by the company’s stockholders (other than excluded shares) pursuant to the merger agreement was determined through arm’s-length negotiations between the

 

53

 

company and Parent and was recommended and approved by the board of directors. North Point’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. North Point’s opinion was not intended to, and does not, constitute an opinion or recommendation as to whether the stockholders of the company should vote with respect to the proposal to adopt the merger agreement, or take any other action in connection with the merger.

Consequently, the analyses as described above should not be viewed as determinative of the opinion of the board of directors with respect to the consideration pursuant to the merger agreement or of whether the board of directors would have been willing to agree to different consideration. North Point’s opinion was approved by a committee of North Point investment banking and other professionals in accordance with North Point’s customary practice.

Miscellaneous

In the ordinary course of its business, North Point and its affiliates may actively trade securities of the company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. The board of directors selected North Point to be its financial advisor and render its fairness opinion in connection with the transactions contemplated by the merger agreement on the basis of North Point’s extensive qualifications and experience (including transactional advisory experience) in the food and beverage industry and its independence.

Under the terms of its engagement letter, North Point provided the board of directors with a fairness opinion, described in this section and attached to this proxy statement as Appendix B, in connection with the merger. The company has agreed to pay North Point a fee, currently estimated to be approximately $1.6 million. A significant portion of North Point’s fee is contingent upon completion of the merger, and $250,000 of such fee has been earned by North Point for rendering its fairness opinion. The opinion fee was not contingent upon closing of the merger or the conclusions reached in North Point’s opinion. In addition, the company agreed to indemnify North Point and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling North Point or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to, arising out of or in connection with North Point’s engagement and to reimburse certain expenses in connection with its services.

Please be advised that during the two years preceding the date of its opinion, neither North Point nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with the company or Parent. In the ordinary course of its business, North Point may, in the future, provide investment banking and financial advisory services to the surviving corporation or the Parent or entities that are affiliated with the Parent or the surviving corporation for which North Point would expect to receive compensation.

CERTAIN UNAUDITED PROSPECTIVE FINANCIAL INFORMATION

While the company has from time to time provided certain targets and financial objectives, the company historically has not made public projections of revenues, earnings or other prospective financial results due to, among other reasons, the uncertainty of the underlying assumptions and estimates and the likelihood that the underlying assumptions and estimates may not be realized. In the ordinary course of business, the company’s management prepared an annual budget for the fiscal year ending June 30, 2026, which was provided to and discussed with the board of directors and, at the direction of the board, with the financial advisor to the company and with potential buyers that executed confidentiality agreements with the company, including Braemont and Parent. The annual budget for the fiscal year ending June 30, 2026 was not updated to incorporate actual or preliminary actual results for the first half of fiscal year 2026 (consisting of the first and second fiscal quarters ended September 30, 2025 and December 31, 2025, respectively) or company management’s expectations for the actual results for the second half of fiscal year 2026 (consisting of the third and fourth fiscal quarters ending March 31, 2026 and June 30, 2026).

 

54

 

The following table presents a summary of this prospective financial information for the company prepared by Company management for the following fiscal year ending June 30, 2026:

The prospective financial information includes Adjusted EBITDA which is determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”) because company management believed such measure would be useful to the board of directors in evaluating the prospects of the company. Company management believes Adjusted EBITDA is a useful measure to assess the company’s operating performance and the company’s operating performance against its peers. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income and income from operations. The company’s calculations of these non-GAAP measures may differ from calculations of such measures by others in the company’s industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

Adjusted EBITDA.   Adjusted EBITDA is defined as net (loss) income before interest, taxes, depreciation and amortization excluding the impact of: income tax (benefit) expense, interest expense, depreciation and amortization expense, share-based compensation expense, net losses on disposal of assets, pension settlement charge, severance costs, strategic initiative costs and other adjustments identified by A&M in the quality of earnings. A reconciliation of Adjusted EBITDA to net income is provided below:

(1)

Includes adjustments identified in the third-party quality of earnings report to further adjust the company’s Adjusted EBITDA to remove net losses on financial derivatives, gains on sales of facilities, compensation of terminated employees, costs associated with a cyberattack and debt refinancing and to adjust bad debt expense to equal actual write-offs incurred.

​

The prospective financial information is not being included in this proxy statement to influence any stockholder to make any decision about the proposal to adopt the merger agreement or for any other purpose but because this information was made available to the board of directors, the company’s financial advisor and potential buyers that executed confidentiality agreements with the company, including

 

55

 

Braemont and Parent. The prospective financial information provided was not prepared with a view toward public disclosure, and the summary disclosure of this information in this proxy statement should not be regarded as an indication that the company or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. Accordingly, readers of this proxy statement should not place undue reliance on the prospective financial information contained herein, including as part of any decision about the proposal to adopt the merger agreement.

The prospective financial information was not prepared with a view toward complying with GAAP, the published Commission guidelines regarding projections and non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the prospective financial information is unaudited and neither the company’s independent registered public accounting firm, nor any other independent accountants, compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

The prospective financial information prepared by company management was based on a number of variables, assumptions and estimates made by company management at the time it was prepared with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the business of the company. The company believes that the assumptions its management used in formulating its prospective financial information were reasonable at the time the prospective financial information was prepared, taking into account the relevant information available to company management at the time. As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in the prospective financial information, including, but not limited to, the risk and uncertainties described in the company’s reports filed with the SEC. See also the section captioned “Miscellaneous — Forward-Looking Statements” beginning on page 104.

The inclusion of the prospective financial information should not be regarded as an admission, representation, or indication that any of the board of directors, the company, the company’s management, North Point, any of their respective advisors or any other person considered, or now considers, the forecasts to be material or a reliable prediction of future results, and the prospective financial information should not be relied upon as such.

The prospective financial information does not take into account:

•

any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement;

​

•

other matters related to the merger, including the expenses incurred in connection with negotiating and completing the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decision or action that would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the merger; and

​

•

the effect of any failure of the merger to occur.

​

Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts may have changed since the date the prospective financial information was prepared. Except as required by applicable law, the company does not intend to update or otherwise revise the prospective financial information to reflect any condition, circumstance, or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the transactions contemplated by the merger agreement to occur), even in the event that any or all of the assumptions underlying the prospective financial information are in error or are no longer appropriate. In light of the foregoing factors and uncertainties inherent in the prospective financial information, readers of this proxy statement are cautioned not to place any reliance on the portions of the prospective financial information.

 

56

 

INTERESTS OF OUR DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

When considering the recommendation of our board of directors that you vote for the proposal to adopt the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. Our board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of the company. As described in more detail below, these interests include:

​

•

The conversion of outstanding RSUs, PBRSUs, and CSRSUs into a contingent right to receive a cash payment, as applicable, for each of our directors and executive officers;

​

•

Potential receipt of certain severance payments in the event of a qualifying termination of employment under existing agreements between our executive officers and the company;

​

•

Potential receipt of certain transaction bonus payments in the event of the consummation of the merger within certain time requirements; and

​

•

The entitlement to indemnification benefits in favor of our directors and executive officers.

​

These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

Our current executive officers are:

•

John Moore, President and Chief Executive Officer

​

•

Vance Fisher, Chief Financial Officer

​

•

Jared Vitemb, Vice President, General Counsel and Chief Compliance Officer

​

•

Brian Miller, Vice President, Sales

​

For purposes of determining merger-related compensation, our “named executive officers” are:

•

John Moore, President and Chief Executive Officer

​

•

Vance Fisher, Chief Financial Officer

​

•

Jared Vitemb, Vice President, General Counsel and Chief Compliance Officer

​

The compensation that may be paid or become payable to our named executive officers in connection with the merger is subject to a non-binding, advisory vote of the company’s stockholders, as described in “The Advisory Compensation Proposal (Proposal #2)” beginning on page 95.

Employment or Other Agreements with Royal Cup

As of the date of this proxy statement, no executive officer of the company has entered into an agreement with Royal Cup or Merger Sub or any of their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or any of its affiliates. Prior to or following the closing of the merger, however, these executive officers may discuss or enter into new employment or equity agreements with Royal Cup, Merger Sub, and/or any of their respective affiliates.

Treatment of Outstanding Company Equity Awards

Under the merger agreement, equity-based awards outstanding under our equity incentive plans immediately prior to the effective time will be treated as summarized below and further described in “The Merger Agreement — Treatment of Farmer Bros. Equity Awards” beginning on page 72:

Stock Options.   Each option (whether vested and exercisable or unvested) to purchase shares of our common stock outstanding and unexercised will be automatically converted into the right to receive from Parent or the surviving corporation an amount in cash equal to the product obtained by multiplying (1) the excess, if any, of $1.29 over the per share exercise price of such option by (2) the

 

57

 

aggregate number of shares of our common stock that were issuable upon exercise of such option immediately prior to the effective time, less any applicable withholding taxes.

RSUs and CSRSUs.   Each then-outstanding RSU and CSRSU will be cancelled and terminated and converted into the contingent right to receive from the surviving corporation an amount in cash (without interest) equal to the product obtained by multiplying (1) the number of shares of our common stock subject to such RSU or CSRSU, as applicable, by (2) $1.29, plus any plus any dividend equivalent rights accrued and unpaid thereon, less any applicable withholding taxes. Following the effective time, the converted RSU and CSRSU awards will be subject to the same terms and conditions applicable to the corresponding RSU or CSRSU award, including time-based vesting conditions and terms related to the treatment of the award upon a termination of employment.

PBRSUs.   Each then-outstanding PBRSU will be cancelled and terminated and converted into the contingent right to receive from the surviving corporation a payment amount in cash equal to the product obtained by multiplying (1) the number of shares of our common stock subject to such PBRSU, as determined assuming that the applicable performance metrics have been achieved at the greater of the target level or actual performance, by (2) $1.29, plus any dividend equivalent rights accrued and unpaid thereon, less any applicable withholding taxes. Following the effective time, the converted awards will no longer be subject to performance-based vesting conditions and will instead be subject solely to time-based vesting conditions, consistent with the remaining time-based vesting terms in effect immediately prior to the conversion. All other terms of the converted awards will remain substantially the same as applied to the corresponding PBRSU award immediately prior to the effective time, including terms related to the treatment of the award upon a termination of employment.

Mr. Fisher’s 2024 Awards

In connection with his hiring on June 10, 2026, Mr. Fisher was granted 100,000 RSUs (the “Fisher 2024 RSUs”) that have certain single-trigger protections set forth in an award agreement granted under the company’s Amended and Restated 2017 Long-Term Incentive Plan (the “Fisher 2024 RSU Agreement”). Pursuant to this award agreement, any unvested Fisher 2024 RSUs, together with any dividend equivalents attributable thereto, would vest in full upon a “qualifying resignation”. For the purposes of the Fisher 2024 RSUs, a “qualifying resignation” means Mr. Fisher’s voluntary resignation that occurs on or after the second anniversary of his hire date (i.e., on or after June 10, 2026), provided that (i) Farmer Bros has achieved positive free cash flow in each of the four quarters completed immediately prior to the resignation, as determined by the Board in its sole discretion, (ii) Farmer Bros. has a well-qualified internal successor for the position of Chief Financial Officer; as determined by the Board in its sole discretion, and (iii) no facts or circumstances exist that would entitle Farmer Bros. to terminate Mr. Fisher for “cause,” as such term is defined under Mr. Fisher’s severance agreement (as defined below). The Fisher 2024 RSU Agreement further provides that any unvested Fisher 2024 RSUs, together with any dividend equivalents attributable thereto, would vest in full upon the consummation of a change in control, subject to Mr. Fisher’s continued employment through the date of such consummation. Accordingly, Mr. Fisher will fully vest in the unvested portion of the Fisher 2024 RSUs upon the consummation of the merger if he remains employed through the closing date. The estimated amount that Mr. Fisher will receive in respect of the unvested portion of the Fisher 2024 RSUs in connection with a hypothetical closing of the merger on March 27, 2026 is $86,000.

Mr. Fisher was also granted 120,000 PBRSUs in connection with his hiring (the “Fisher 2024 PBRSUs”) pursuant to an award agreement granted under the 2020 Inducement Incentive Plan (the “Fisher 2024 PBRSU Agreement”) that vest as follows upon a termination of employment due to death, disability, or a qualifying resignation:

•

In the event that Mr. Fisher’s employment is terminated due to death or disability prior to the end of the performance period for the Fisher 2024 PBRSUs, such PBRSUs would remain outstanding and Mr. Fisher would be eligible to earn a pro-rated number of the PBRSUs that would have been earned based on actual performance through the end of the performance period had Mr. Fisher remained employed, with such pro-rated amount to be based on the number of days that Mr. Fisher was employed during the performance period over the total number of days in such period.

​

 

58

 

•

In the event that Mr. Fisher incurs a qualifying resignation, the Fisher 2024 PBRSUs would remain outstanding, and Mr. Fisher would be eligible to earn the number of PBRSUs that would have been earned based on actual performance through the end of the performance period had Mr. Fisher remained employed.

​

For purposes of the Fisher 2024 PBRSU Agreement, a “qualifying resignation” has the same meaning as the Fisher 2024 RSU Agreement.

As noted above, the merger agreement provides that any PBRSU outstanding as of the effective time will convert into a contingent right to receive a cash payment from the surviving corporation in connection with the merger, and such converted awards will be subject to same terms and conditions applicable to the corresponding PBRSU award, including terms related to the treatment of the award upon a termination of employment. Accordingly, pursuant to the Fisher 2024 PBRSU Agreement and the merger agreement, Mr. Fisher will fully vest in the unvested portion of the converted award that relates to the Fisher 2024 PBRSUs upon a qualifying resignation following the consummation of the merger. Mr. Fisher will also vest pro-rata in the unvested portion of such converted award upon a termination due to death or disability following the consummation of the merger based on the number of days that Mr. Fisher was employed between the grant date of the Fisher 2024 PBRSUs and Mr. Fisher’s termination date. The Fisher 2024 PBRSUs are also subject to certain double-trigger protections as described immediately below.

Double-Trigger Protection

Other than the Fisher 2024 RSUs, any outstanding RSU, CSRSU, and PBRSU awards held by our executive officers have certain double-trigger protections set forth in the award agreements granted under the company’s Amended and Restated 2017 Long-Term Incentive Plan or 2020 Inducement Incentive Plan (the “equity plans”). Pursuant to these award agreements, any RSUs, CSRSUs, and PBRSUs held by our executive officers (other than the Fisher 2024 RSUs) would vest as follows upon an involuntary termination of employment without “cause” or a resignation for “good reason” ​(each, a “qualifying termination”) that, in each case, occurs within the twenty-four (24) month period following a change in control:

•

Unvested RSUs and CSRSUs, together with any dividend equivalents attributable thereto, would vest in full; and

​

•

A “target number” of unvested PBRSUs would vest in full, with any unvested PBRSUs in excess of the target number being forfeited.

​

As noted above, the merger agreement provides that any RSU, CSRSU and PBRSU outstanding as of the effective time will convert into a contingent right to receive a cash payment from the surviving corporation in connection with the merger, and such converted awards will be subject to same terms and conditions applicable to the corresponding RSU, CSRSU and PBRSU award, including terms related to the treatment of the award upon a termination of employment. Accordingly, pursuant to the award agreements and the merger agreement, our executive officers will fully vest in the unvested portion of any such converted award upon a qualifying termination that occurs within the twenty-four (24) month period following the consummation of the merger.

Quantification of Equity Awards

For an estimate of the amounts that our named executive officers could receive in respect of their outstanding and unvested equity awards if each named executive officer experiences a qualifying termination in connection with a hypothetical closing of the merger on March 27, 2026, see the “Equity” column in the “Quantification of Payments and Benefits to Named Executive Officers” table beginning on page 62. An estimate of the amount that Brian Miller, an executive officer who is not a named executive officer, could receive in respect of the unvested portion of his equity awards assuming Mr. Miller experiences a qualifying termination in connection with a hypothetical closing of the merger on March 27, 2026 is approximately $116,000, calculated by reference to 45,000 RSUs, 25,000 CSRSUs and 20,000 PBRSUs (as determined with the applicable performance metrics at the target level).

No non-employee director holds any RSUs as of the record date, and no non-employee director will receive any RSUs or other equity-based compensation upon the merger closing. Pursuant to the terms of

 

59