Exhibit 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

FARMER BROS. CO.

ARTICLE One

The name of the corporation is Farmer Bros. Co. (the “Corporation”).

ARTICLE Two

The address of the Corporation’s registered office in the State of Delaware is 108 Lakeland Avenue, in the City of Dover, County of Kent, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.

ARTICLE Three

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE Four

The total number of shares of stock which the Corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $0.01 per share.

ARTICLE Five

The Corporation is to have perpetual existence.

ARTICLE Six

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

ARTICLE Seven

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE Eight

No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE Nine

Reference is made to that certain Agreement and Plan of Merger, by and among Royal Cup, Inc., a Delaware corporation (“Parent”), BP I Brew Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Corporation, dated as of March 3, 2026 (the “Merger Agreement”), setting forth, among other things, the terms and conditions of the merger of Merger Sub with and into the Corporation (the effective time of such merger, the “Effective Time”), with the Corporation continuing as the surviving corporation of the merger as a wholly-owned subsidiary of the Parent.

The provisions in this ARTICLE NINE (i) shall apply to actual or alleged acts, omissions, facts, events or any other matters actually or allegedly occurring at any time at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with or relating to the transactions contemplated by the Merger Agreement, including the Merger (as defined in the Merger Agreement)) with respect to the directors and officers of the Corporation, (ii) shall supersede provisions in the Bylaws of the Corporation to the extent such provisions in the Bylaws of the Corporation are less favorable to the directors and officers of the Corporation and (iii) are without limitation to, and not in lieu of, the separate and independent right and benefits of the directors and officers of the Corporation under Section 6.08 of the Merger Agreement:

The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this ARTICLE NINE shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE NINE to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this ARTICLE NINE shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Any repeal or modification of this ARTICLE NINE shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE Ten

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

ARTICLE Eleven

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE Twelve

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

* * * * *

Exhibit 3.2

THIRD AMENDED AND RESTATED

BYLAWS

OF

FARMER BROS. CO.

A Delaware corporation

(Adopted as of May 5, 2026)

ARTICLE I
OFFICES

Section 1.          Registered Office. The address of the corporation’s registered office in the State of Delaware is 108 Lakeland Avenue, in the City of Dover, County of Kent, Delaware 19901, United States. The name of its registered agent at such address is Capitol Services, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2.          Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.          Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2.          Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.

Section 3.          Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4.          Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail, by facsimile telecommunication (when directed to a number at which the stockholder has consented to receive notice) or by electronic mail (when directed to an electronic mail address at which the stockholder has consented to receive notice), by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.          Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6.          Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation of the corporation (as amended and in effect from time to time, the “Certificate of Incorporation”). If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7.          Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.          Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9.          Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10.        Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11.        Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III
DIRECTORS

Section 1.          General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2.          Number, Election and Term of Office. The number of directors which shall constitute the first board shall be three (3). Thereafter, the number of directors shall be established from time to time by resolution of the board of directors. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.          Removal and Resignation. Except as otherwise provided by the Certificate of Incorporation or in any agreement to which the corporation is party or by which it is bound, any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s Certificate of Incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4.          Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5.          Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.          Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board of directors. Special meetings of the board of directors may be called by or at the request of the president or any director on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, by telegraph, by facsimile, by cable or any other lawful means (including electronic mail).

Section 7.          Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8.          Committees. The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.          Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10.        Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board of directors or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11.        Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12.        Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors or committee.

ARTICLE IV
OFFICERS

Section 1.          Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chief executive offier, president, one or more vice-presidents, secretary,, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2.          Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.          Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.          Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5.          Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6.          Chief Executive Officer. The chief executive officer shall have the powers and perform the duties incident to that position. The chief executive officer shall preside at each meeting of (a) the board of directors and (b) the stockholders. Subject to the powers of the board of directors, the chief executive officer shall be in general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in this by-law. The chief executive officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chief executive officer shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 7.          The President. The president of the Corporation shall, subject to the powers of the board of directors and the chief executive officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. The president shall see that all orders and resolutions of the board of directors are carried into effect. The president is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chief executive officer, the board of directors or as may be provided in this by-law.

Section 8.          Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, president or these by-laws may, from time to time, prescribe.

Section 9.          The Secretary. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.        The Treasurer. In the absence of a treasurer, any duties typically assigned to the treasurer shall be performed by an officer designated by the president. The treasurer, if any, shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer, if any, shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer, if any, and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer, if any, belonging to the corporation.

Section 11.        Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12.        Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.          Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether brought by or in the right of the corporation or any of its subsidiaries and whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), or any appeal of such proceeding, by reason of or arising out of the fact that such person, or any other person for whom such person is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, manager, general partner, employee, fiduciary, or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.          Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation provided for under Section 1 of this Article V or advance of expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within 60 days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not properly made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.          Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.          Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.          Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer or other person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.          Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the board of directors.

Section 7.          Contract Rights. The provisions of this Article V shall be deemed to be a vested contract right between the corporation and each director and officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect. Such contract right shall vest for each director and officer at the time such person is elected or appointed to such position, and no repeal or modification of this Article V or any such law shall affect any such vested rights or obligations of any current or former director or officer with respect to any state of facts or proceeding regardless of when occurring.

Section 8.          Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 9.          Primary Obligations. The corporation hereby acknowledges that certain indemnitees affiliated with institutional investors may have certain rights to indemnification, advancement of expenses and/or insurance provided by such institutional investors or certain of their affiliates (collectively, the “Institutional Indemnitors”). The corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the indemnitee are primary and any obligation of the Institutional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the indemnitee in accordance with this Article V without regard to any rights the indemnitee may have against the Institutional Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Institutional Indemnitors from any and all claims against the Institutional Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The corporation further agrees that no advancement or payment by the Institutional Indemnitors on behalf of the indemnitee with respect to any claim for which the indemnitee has sought indemnification from the corporation shall affect the foregoing and the Institutional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the indemnitee against the corporation.

Section 10.        Survival.  The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VI
CERTIFICATES OF STOCK

Section 1.          Form. The shares of the stock of the Corporation shall be uncertificated unless otherwise determined by the Board of Directors at its discetion.

Section 2.          Transfers of Stock. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney thereunto authorized by the power of attorney duly executed and filed with the Secretary of the Corporation or the transfer agent thereof. Shares shall be transferred by delivery of a duly executed stock transfer power. Registration of transfer of any shares shall be subject to applicable provisions of the Articles of Incorporation and applicable law with respect to the transfer of such shares. The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue and transfer of shares of stock of the Corporation. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation.

Section 3.          Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4.          Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5.          Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6.          Registered Stockholders. Until a request to transfer shares has been registered on the books of the Corporation in accordance with Section 2 of this Article VI, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7.          Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII
GENERAL PROVISIONS

Section 1.          Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the board of directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.          Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3.          Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4.          Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5.          Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6.          Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.          Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.          Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.          Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.        Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

Exhibit 10.1

SEPARATION AGREEMENT and General RElease

This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of [·], 2026, is by and between Farmer Bros. Co. (the “Company”) and [·] (“Executive”).

RECITALS

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated March 3, 2026, by and among the Company, BP I Brew Merger Sub Inc. (“Merger Sub”), and Royal Cup, Inc. (the “Merger Agreement”), pursuant to which, amongst other things, the Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Transaction”);

WHEREAS, Executive and the Company are party to that certain Second Amended and Restated Severance Agreement, dated August 12, 2025 (the “Severance Agreement”), which provides for severance benefits upon certain terminations of employment, including a voluntary resignation for “Good Reason”, that occur within and outside of a “Change in Control Period” (as such terms are defined therein);

WHEREAS, the closing of the Transaction (the “Closing”) will constitute a “Change in Control” of the Company for purposes of, and as defined in, the Severance Agreement, and thus a Change in Control Period will commence on the date of the Closing (the “Closing Date”);

WHEREAS, Executive and the Company have entered into that certain Letter Agreement, dated March 3, 2026 (the “March 2026 Letter Agreement”), which provides that Executive will have Good Reason to terminate his employment with the Company upon the Closing;

WHEREAS, Executive has notified the Company that Executive is terminating his employment for Good Reason upon the Closing Date, with such termination to be effective on the day immediately following the Closing Date (the “Separation Date”);

WHEREAS, the Company waived its right to enforce any required cure periods included in the definition of Good Reason under the March 2026 Letter Agreement; and

WHEREAS, Executive is eligible for certain separation payments and benefits, as set forth in this Agreement, and the parties further desire to fully and finally resolve any and all claims, demands, and disputes that Executive has or may have arising out of or relating to Executive’s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1.            Separation. Executive’s employment with the Company will terminate effective as of the Separation Date. As of that same date, Executive hereby resigns from all positions and offices held with the Company and its subsidiaries and affiliates, including (without limitation) as [·] of the Company. Such resignations will be effective as of the Separation Date without further action.

2.            Bonus Payments. For the avoidance of doubt, the Company will pay Executive a cash bonus equal to $[·] at or prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 6.06(b) of the Merger Agreement. The Company will also pay Executive a one-time cash bonus equal to $[·], less applicable taxes and withholdings (the “Second Special Bonus”), upon the Closing in accordance with that certain letter agreement, dated August 12, 2025 and most recently amended as of February 16, 2026 (collectively, the “Bonus Opportunities Letter Agreement”). Following the payment of the Second Special Bonus, Executive will not be entitled to, and the Company will have no obligation to provide, any other payments or benefits under the Bonus Opportunities Letter Agreement, including the performance-based Restricted Stock Unit award described therein.

3.            Severance Benefits. Subject to, and in consideration of, Executive’s timely execution, delivery, and non-revocation of this Agreement and continued compliance with the duties and obligations set forth herein, the Company will provide Executive with the following benefits and payments in accordance with Section 3(ii) of the Severance Agreement (collectively, the “Severance Benefits”):

(a)            The following accrued benefits, which will be payable in a lump sum on the first regular pay date following the Separation Date: (i) all accrued but unpaid base salary through the Separation Date, and (ii) reimbursement for all reasonable and necessary expenses incurred by Executive in accordance with the Company’s expense reimbursement policies;

(b)            An amount equal to $[·], consisting of two (2) times (i) Executive’s annual base salary and (ii) [·], representing the amount that Executive would pay annually for continued group health coverage for Executive and his covered dependents under the Company’s health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, which will be payable in a lump sum within fifteen (15) days following the Effective Date (as defined below);

(c)            An amount equal to $[·], which represents two (2) times Executive’s annual target bonus under the Company’s short-term incentive plan for 2026 and will be payable in a lump sum within fifteen (15) days following the Effective Date; and

(d)            Reimbursement for up to $20,000 of reasonable costs, fees, and expenses incurred by Executive prior to January 1, 2028 for outplacement assistance services provided by any bona fide outplacement agency selected by Executive (the “Outplacement Reimbursement”), subject to Executive providing the Company with documentation substantiating any such amounts. Any Outplacement Reimbursement will be paid by the Company by the last day of the third fiscal year following that in which the Separation Date occurs.

For the avoidance of doubt, the Severance Benefits will be subject to applicable tax withholdings and authorized deductions.

4.            Treatment of Equity. Each of the Company and Executive acknowledges and agrees that Executive was granted certain restricted stock units (“RSUs”)[, cash-settled restricted stock units (“CSRSUs”),] and performance-based restricted stock units (“PBRSUs”) pursuant to RSU[, CSRSU,] and PBRSU award agreements granted under the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan [and the Farmer Bros. Co. 2020 Inducement Incentive Plan] as set forth on Exhibit A hereto (collectively, the “Outstanding Awards”). In connection with Executive’s resignation of employment for Good Reason, Executive will receive an amount equal to $[·], less applicable tax withholdings and authorized deductions, with respect to the Outstanding Awards (the “Award Payment”), which will be paid to Executive within thirty (30) days following the earlier of the Effective Date and the Separation Date, unless otherwise required to avoid the imposition of additional income tax under Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”). Executive acknowledges and agrees that Executive will not hold any shares, equity or other ownership interest in the Company as of the Separation Date, and by executing this Agreement, Executive hereby waives and relinquishes any and all rights to receive any additional shares, equity interests, phantom equity, distributions, or payments under any plan, agreement, or Company document; provided that, for the avoidance of doubt, this waiver shall not apply to any common stock held by Executive immediately prior to the Closing, which shall be treated in accordance with the Merger Agreement.

5.            Release of all Claims. In consideration for the Severance Payments, which Executive would not have otherwise been entitled to receive, and to the fullest extent permitted by law, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, trustees, legal representatives, successors and assigns, release and forever discharge the Releasees (as defined below) from any and all claims, demands, causes of action, fees, liabilities and obligations of any kind whatsoever, both known and unknown, which Executive ever had, now has, or may have against any of the Releasees by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter, up to and including the Effective Date, including but not limited to all claims related to or under: Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, as amended, including by the Civil Rights Act of 1991, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Family and Medical Leave Act of 1993, the Uniform Services Employment and Reemployment Rights Act of 1994, the Employee Retirement Income Security Act of 1974, [the Texas Labor Code, including, without limitation, Chapter 21 of the Texas Labor Code, also referred to as the Texas Commission on Human Rights Act (including, without limitation, the Texas Discriminatory Use of Genetic Information law), the Texas Payday Law, the Texas Minimum Wage Act, the Texas Anti-Retaliation Act, and the Texas Constitution / Georgia state law, including but not limited to, the Georgia Fair Employment Practices Act, the Georgia Unjust Discrimination Because of Age law, the Georgia Equal Employment for Persons with Disabilities Code, the Georgia Sex Discrimination in Employment Act, also referred to as the Georgia Equal Pay for Equal Work Act, the Georgia Payment of Wages law, the Georgia Minimum Wage Law, the Georgia leave and break laws, the Georgia Constitution, and all other state and local laws of Georgia that may be lawfully waived by agreement, all as amended]; any and all claims of discrimination, harassment, and retaliation in connection with Executive’s employment, the terms and conditions of such employment and Executive’s separation from such employment under any federal, state, city, and/or local fair employment, wage and hour, non-discrimination or civil rights law, ordinance or regulation; all claims sounding in tort or breach of contract (express or implied), wrongful discharge, whistleblowing, detrimental reliance, defamation, slander, libel, intentional and negligent emotional distress or compensatory and/or punitive damages; any and all common law claims, including but not limited to wrongful or retaliatory discharge in violation of public policy, breach of the covenant of good faith and fair dealing, interference with contractual relations or prospective business advantage, invasion of privacy, false imprisonment, and/or fraud; and all claims for attorneys’ fees, costs, disbursements and/or the like. All of the above laws are referenced and included as amended.

Notwithstanding the foregoing, Executive does not release: (i) any right to enforce the terms of this Agreement; (ii) any vested retirement benefits or 401(k) savings plan benefits, any medical plan benefits for which Executive is eligible under the terms of the applicable benefit plans, or any payments to which Executive is entitled under any qualified benefit plan or program sponsored by the Company; (iii) any claim to unemployment insurance or workers’ compensation benefits, where applicable; (iv) any existing rights that Executive may have, if any, to indemnification pursuant to that certain Indemnification Agreement, dated as of [·] (the “Indemnification Agreement”), by and between Executive and the Company or the Company’s bylaws or insurance for acts committed during the course of Executive’s employment; or (v) any claim that cannot lawfully be released by private agreement, including Executive’s right to file a charge or participate in an investigation with a government agency (provided that this Agreement does not limit Executive’s right to receive an award for information provided to any government agency, and provided further that Executive waives the right to recover individual monetary relief from the Company in any proceeding in which the agency does not award such a bounty or monetary award). Executive understands and acknowledges that this Agreement waives only those claims that arise on or before Executive’s execution of this Agreement and does not waive future claims, if any.

Executive represents that Executive has been paid all wages, salary, bonuses, and other compensation due through the Separation Date, other than [the amounts expressly provided in Section 2 and] the Severance Benefits.

Executive represents and warrants that Executive has not filed or caused to be filed, and is not presently a party to, any claim against the Company. Executive further represents that Executive does not have, and has not asserted in the past, any claims against the Company, the factual foundation of which involves unlawful discrimination, harassment and/or retaliation. Executive represents and warrants that Executive has not assigned or transferred any claim being released.

Nothing in this Agreement will be construed as an admission of liability by the Company or any other Releasee, and the Company specifically disclaims liability to or wrongful treatment of Executive on the part of itself and all other Releasees.

For purposes of this Agreement, “Releasees” means the Company and its present and former direct and indirect parents, subsidiaries, affiliates, divisions, predecessors, successors and assigns, and their present and former officers, directors, employees, representatives, shareholders, attorneys, and agents, whether acting as agents or in individual capacities, and the pension and welfare benefit plans (and their respective administrators, fiduciaries, trustees and insurers, whether acting as agents or in individual capacities) of the Company and its affiliates.

6.            Sole and Exclusive Benefits. This Agreement provides for the sole and exclusive benefits for which Executive is eligible as a result of the Executive’s separation from employment, except as otherwise required by law or with respect to any rights Executive may have for accrued vested benefits under any employee benefit plan, and Executive will not be eligible for any contractual benefits under any other agreement, arrangement, plan, or policy providing for payments or benefits upon a separation from service or otherwise. Further, Executive acknowledges and agrees that Executive will not receive, and is not and will not be eligible for, any other bonuses, incentives, fees or any other payments or benefits other than what is expressly set forth in this Agreement.

7.            Return of Property. Executive agrees that, on or before the Separation Date, Executive will return all, and will not retain copies of, Company property, including, without limitation, records, files, customer/client lists, documents, models, equipment, laptops, computers, software and intellectual property relating to the Company’s business in whatever form (including electronic), including those that relate to or contain confidential or proprietary information of the Company; provided, however, that Executive will be permitted to retain (and may make copies of) Executive’s personal, non-business-related correspondence, files and documents relating exclusively to Executive’s compensation and benefits.

8.            Restrictive Covenants.

(a)            Confidentiality of Agreement. Executive agrees to treat the existence and terms of this Agreement as confidential and will not discuss the Agreement or its terms with anyone other than: (i) Executive’s counsel or tax advisor as necessary to secure their professional advice, (ii) Executive’s spouse, (iii) as may be required by law, (iv) as permitted under Section 8(d), and (v) as may be necessary to enforce the terms of this Agreement; provided, however, that with respect to any disclosure pursuant to this clause (v), Executive will seek to have the Agreement submitted or filed under seal. Further, Executive agrees that if Executive finds it necessary to disclose the existence or terms of this Agreement as permitted under this Section 8(a), Executive will advise such persons that they are under an obligation to maintain the confidentiality of such information, and Executive assumes full responsibility for any such person’s disclosure. For the avoidance of doubt, nothing herein authorizes disclosure of information protected by the attorney-client privilege, attorney work product doctrine, or trade secret law, except as permitted by applicable law.

(b)            Non-Disparagement. From and after the date hereof, Executive agrees not to make, post, or publish any disparaging, degrading, critical, or otherwise negative remark or statement regarding the Company or any of its current or future affiliates (i) publicly, or in a manner that is reasonably likely to become public, (ii) to any current or, to the knowledge of Executive, prospective employee of the Company or (iii) to any customer, client, vendor, supplier or contractor with whom the Company or its subsidiaries or affiliates has, has had or may in the future have a business relationship, unless compelled to do so by a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, the Company agrees that any breach or alleged breach of this Section 8(b) by Executive may not be used by the Company as grounds to withhold or delay payment, or seek repayment, of any amount, including any Severance Benefit, otherwise due and payable by the Company to Executive in accordance with the terms of this Agreement.

(c)            Existing Covenants. [Executive acknowledges and agrees that (i) Executive continues to be bound by the confidentiality, non-solicitation, non-competition, and assignment of intellectual property covenants (collectively, the “Restrictive Covenants”) set forth in Section 10 of that certain employment agreement, dated May 1, 2024, by and between Executive and the Company, as amended by the March 2026 Letter Agreement (collectively, the “Employment Agreement”) as though such Restrictive Covenants were first set forth in this Agreement, and (ii) Executive’s continued adherence constitutes a material inducement to the provision of Severance Benefits hereunder. In the event that Executive breaches any Restrictive Covenant, then, as set forth in Section 10(d) of the Employment Agreement, the Company may suspend any remaining unpaid Severance Benefits and to the extent any portion of the Severance Benefits was paid to Executive, Executive will be required to repay such Severance Benefits (other than the benefits set forth in Section 3(a) of this Agreement) to the Company, net of any taxes, less $1,000.]

[Executive acknowledges and agrees that (i) Executive continues to be bound by the non-competition covenant set forth in the March 2026 Letter Agreement (the “Non-Compete”) and the confidentiality and non-solicitation covenants set forth in that certain Employee Confidentiality and Trade Secret Agreement, dated as of [·], by and between Executive and the Company (collectively, the “Restrictive Covenants”) as though such Restrictive Covenants were first set forth in this Agreement, and (ii) Executive’s continued adherence constitutes a material inducement to the provision of Severance Benefits hereunder. In the event that Executive breaches the Non-Compete, then, as set forth in Section 2 of the March 2026 Letter Agreement, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid Severance Benefits and to the extent any portion of the Severance Benefits was paid to Executive, Executive will be required to repay such Severance Benefits to the Company, net of any taxes, less $1,000.]

(d)            Protected Rights. Nothing in this Agreement, including the confidentiality provision in this Section 8, will be construed to prohibit Executive from initiating or maintaining a charge of discrimination with the Equal Employment Opportunity Commission, [the Texas Workforce Commission / the Georgia Commission on Equal Opportunity], or other federal, state, or local equal employment opportunity agency, or from otherwise fully cooperating with and/or participating in any investigation by the Equal Employment Opportunity Commission, [the Texas Workforce Commission / the Georgia Commission on Equal Opportunity], the National Labor Relations Board or other government agency with or without notice to or prior authorization from the Company. Executive is, however, waiving Executive’s rights to any monetary recovery should any such agency pursue any claims on Executive’s behalf. Nothing in this Agreement prohibits Executive from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful, or disclosing an act of sexual abuse or facts related to an act of sexual abuse to any other person. In addition, and consistent with the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or proceeding, provided that such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding, provided that any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

9.            Cooperation. Executive will cooperate fully with the Company in connection with any and all existing or future depositions and/or litigations or investigations brought by or against the Company or any of its agents, officers, directors, or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. In the event that Executive is subpoenaed in connection with any litigation or investigation involving the Company, Executive will immediately notify the Company and give the Company an opportunity to respond to such notice before taking any action or making any decision in connection with such subpoena. The Company will reimburse Executive for reasonable, documented out-of-pocket expenses incurred as a result of such cooperation, subject to the Company’s expense reimbursement policies.

10.          Voluntary Agreement. Executive understands and agrees that Executive is under no obligation to consent to the general release of claims under Section 5 of this Agreement. Executive understands that he is entering into this Agreement in exchange for good and valuable consideration, beyond anything to which Executive is otherwise entitled, and that the Severance Benefits and Award Payment are sufficient consideration to require Executive to abide with Executive’s obligations under this Agreement.

11.          Severability. In the event that any one or more of the provisions of this Agreement will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement will not in any way be affected or impaired thereby.

12.          Waiver. No waiver by either party of any breach by the other party of any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of any other provision or condition at the time or at any prior or subsequent time. This Agreement and the provisions contained in it will not be construed or interpreted for or against either party because that party drafted or caused that party’s legal representative to draft any of its provisions.

13.          Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any disputes arising out of this Agreement will be brought in a federal or state court of competent jurisdiction sitting in the State of Delaware. Each party hereto hereby consents to the exclusive jurisdiction of such courts and to service of process in any manner provided under Delaware law. Each party hereto irrevocably waives any objection it may now or hereafter have with respect to the venue of any suit, action or proceeding brought in any such court, and waives any claim that such court is an inconvenient forum, and further agrees that service of process in accordance with the foregoing will be deemed in every respect effective and valid personal service of process upon such party.

14.          Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

15.          Code Section 409A.

(a)            This Agreement, and the Severance Benefits and Award Payment paid in connection with it, are intended to be exempt from or otherwise comply with Code Section 409A, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed and interpreted in accordance with such intent. Any Severance Benefit or Award Payment that fails to qualify for the exemptions under Code Section 409A will be paid or provided in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, the Company cannot guarantee that the Severance Benefits or Award Payment provided under this Agreement will satisfy all applicable provisions of Code Section 409A and the Executive will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Company nor any of its subsidiaries or affiliates will have any obligation to indemnify or otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

(b)            Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Code Section 409A. To the extent any reimbursements or in-kind benefit payments under the Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions).

(c)            Notwithstanding anything in the Agreement to the contrary, to the extent the Executive is considered a “specified employee” (as defined in Code Section 409A) and would be entitled to a payment during the six-month period beginning on the Executive’s separation from service (as defined in Code Section 409A) that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to the Executive until the earlier of the six-month anniversary of the Executive’s separation from service or the Executive’s death and will be accumulated and paid on the first day of the seventh month following Executive’s separation from service.

(d)            The parties may amend the Agreement to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A.

16.          Entire Agreement. This Agreement and the Indemnification Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof, excluding any Restrictive Covenant. This Agreement may not be changed orally, and no modification, amendment, or waiver of any of the provisions contained in this Agreement, nor any future representation, promise, or condition in connection with the subject matter hereof, will be binding upon any party unless made in writing and signed by such party.

17.          Headings. All descriptive headings in this Agreement are inserted for convenience only and will be disregarded in construing or applying any provision of this Agreement.

18.          Counterparts; Electronic Signature. The parties may execute this Agreement in one or more counterparts, all of which together will constitute but one Agreement. The facsimile, email or other electronically delivered signatures of the parties will be deemed to constitute original signatures, and facsimile or electronic copies hereof will be deemed to constitute duplicate original.

19.          Consideration and Revocation Period. Because this Agreement includes a release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, Executive acknowledges and agrees that: (i) this waiver and release is knowing and voluntary and has been written in a manner that is clear and understandable; the release of claims applies only to claims arising on or before the date of Executive’s execution of this Agreement, and does not waive or release any rights or claims that may arise after that date; (ii) Executive has been advised in writing to consult with an attorney before signing this Agreement, and has had the opportunity to do so; (iii) Executive has been given at least twenty-one (21) days to consider the terms of this Agreement before signing it, and understands that if Executive chooses to sign it before the end of that period, such decision was made voluntarily and knowingly; (iv) any changes, whether material or immaterial, made to this Agreement after it was initially presented do not restart or extend the twenty-one (21) day consideration period; (v) Executive has read and understands the entire Agreement and is signing it voluntarily and with the intent to be legally bound by all of its terms; and (vi) after signing, Executive will have seven (7) calendar days to revoke this Agreement by delivering written notice of revocation to [·].

This Agreement will not become effective or enforceable until the seven (7)-day revocation period has expired without revocation, which will be the eighth (8^th) calendar day after Executive’s execution of this Agreement (the “Effective Date”).

[Signature page follows]

IN WITNESS WHEREOF, each of the parties have executed this Agreement as of the date first set forth above.

Exhibit A

Outstanding Awards

Exhibit 99.1

Farmer Brothers Announces Successful Closing of Take-private Transaction with Royal Cup

Fort Worth, Texas, May 5, 2026 – Farmer Brothers Coffee Co. (NASDAQ: FARM), a leading roaster, wholesaler and distributor of coffee, tea and allied products, announced today the close of its previously announced acquisition by Royal Cup. The transaction was approved by stockholders in a special meeting held on Friday, May 1.

Under the terms of the agreement, Royal Cup has acquired all outstanding shares of Farmer Brothers for $1.29 per share. Farmer Brothers will now operate as part of Royal Cup and become a private company.

As part of the closing of the transaction, Farmer Brothers President and Chief Executive Officer John Moore, Chief Financial Officer Vance Fisher and Vice President and General Counsel Jared Vitemb will be exiting the company. The combined entity will be led by Royal Cup President and Chief Executive Officer Chip Wann.

“It has been an honor to lead the Farmer Brothers team over the last several years and I am extremely proud of all we were able to accomplish,” said Moore. “I look forward to seeing all the combined organization will achieve in the future.”

About Farmer Brothers
Founded in 1912, Farmer Brothers Coffee Co. is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.

Farmer Brothers Coffee Co. delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The company’s primary brands include Farmer Brothers, Boyd’s Coffee, SUM>ONE Coffee Roasters, West Coast Coffee, Cain’s and China Mist. You can learn more at farmerbros.com.

About Royal Cup Coffee & Tea

Royal Cup Coffee & Tea manufactures and distributes high-quality coffee and tea in a variety of flavors and formats. Since 1896, Royal Cup’s reach extends throughout the United States, Mexico and the Caribbean, serving customers in the food service, hospitality, office and specialty coffee markets. Built on strong history and family tradition, Royal Cup’s values are the heart of their work. Read more at royalcupcoffee.com.

Cautionary Statement Regarding Forward Looking Statements
Certain statements in this communication that are not historical facts, including, without limitation, statements relating to the transaction, including the ability to complete, the timing of completion of, and the results of, the transactions contemplated by the merger agreement, including the parties’ ability to satisfy the conditions set forth in the merger agreement and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “expects,” “intends,” “future,” “may,” “will,” “should,” “could,” or similar expressions. Such statements are based upon the current beliefs and expectations of management of the company. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, among others: (1) the risk that the proposed transaction may not be completed in a timely manner or at all; (2) the risk of legal proceedings that may be instituted against the company related to the merger agreement, which may result in significant costs of defense, indemnification and liability; (3) the possibility that competing acquisition proposals for the company will be made; (4) the possibility that any or all of the various conditions to the consummation of the transaction may not be satisfied or waived; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the company to pay a termination fee; (6) the effects of disruption from the transactions on the company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; (7) the company’s sales; (8) changes in operating costs, such as production, transportation and labor; (9) the company’s ability to leverage its existing management and infrastructure; (10) changes in general and administrative expenses, capital expenditures, effective tax rate, impairment and other costs; (11) general economic conditions and (12) conditions beyond the company’s control such as timing of government policies, natural disasters, acts of war or terrorism. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the company’s public filings with the SEC from time to time, including the company’s most recent annual report on Form 10-K for the year ended June 30, 2025, quarterly reports on Form 10-Q and current reports on Form 8-K. The company’s stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company undertakes no obligation to update any forward-looking statements, except as required by law.

Farmer Brothers Investor and Media Contact
Brandi Wessel
Director of Communications
405-885-5176
[email protected]