false FY 2025 --06-30 0000034563 FARMER BROTHERS CO

 0000034563

 2024-07-01
 2025-06-30

 0000034563

 2024-12-31

 0000034563

 2025-10-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30,
2025

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-34249

 FARMER BROS. CO

 (Exact Name of Registrant as Specified in Its
Charter)

 Delaware

 95-0725980

 (State or other jurisdiction of incorporation or

 organization)

 (I.R.S. Employer Identification No.)

 14501 N Fwy, Fort Worth, Texas 76177

 (Address of Principal Executive Offices; Zip Code)

 682 - 549-6600

 (Registrant's Telephone Number, Including Area Code)

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on

 Which Registered

 Common Stock, par value $1.00 per share

 FARM

 Nasdaq Global Select Market

 Securities registered pursuant to Section 12(g) of
the Act: None

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No x

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check
mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. x

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No
x

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of December 31, 2024, the last business day of the registrant's most
recently completed second fiscal quarter, was $ 30.4 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.

 As of October 1, 2025, the registrant had
 21,602,012 shares outstanding of its common stock, par value $1.00 per share, which is the registrant's only class of common stock.

 Auditor Firm ID
 Auditor Name
 Auditor Location

 GRANT THORNTON LLP
 Dallas, Texas

 ITEM 10.
 Directors, Executive Officers and Corporate Governance

 ITEM 11.
 Executive Compensation

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

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

 ITEM 14.
 Principal Accountant Fees and Services

 ITEM 15.
 Exhibits and Financial Statement Schedules

 SIGNATURES

 i

 EXPLANATORY NOTE

 Farmer Bros. Co. ("Farmer Bros." or
the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report
on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the Securities and Exchange Commission (the "SEC")
on September 11, 2025 (the "Original Filing" or the "2025 Form 10-K").

 This Amendment is being filed for the purpose
of providing the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted
from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be
incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement
is filed no later than 120 days after the last day of the Company's fiscal year on June 30, 2025.

 In accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the cover page to the Original Filing and Items 10
through 14 of Part III of the Original Filing are hereby amended and restated in their entirety. In addition, pursuant to Rule 12b-15
under the Exchange Act, the Company is including Item 15 of Part IV, solely to file the certifications required under Section 302
of the Sarbanes-Oxley Act of 2002 with this Amendment.

 Except as described above, no other changes have
been made to the Original Filing. This Amendment does not affect any other section of the Original Filing not otherwise discussed herein
and continues to speak as of the date of the Original Filing. The Company has not updated the disclosures contained in the Original Filing
to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction
with the Company's other filings made with the SEC subsequent to the filing of the Original Filing.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Amendment and
other documents we file with the SEC contain "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, that are based on current expectations, estimates, forecasts and projections
about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management's
assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or
in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls
and conference calls. These forward-looking statements can be identified by the use of words like "anticipates," "estimates,"
"projects," "expects," "plans," "believes," "intends," "will,"
"could," "may," "assumes" and other words of similar meaning. These statements are based on management's
beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements
are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future
performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may
differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties
and assumptions set forth in Part I, Item 1.A., Risk
Factors, as well as Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, of the Original Filing, as well as those discussed
elsewhere in the Original Filing and other factors described from time to time in our filings with the SEC.

 Factors that
could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, severe weather,
levels of consumer confidence in national and local economic business conditions; developments related to pricing cycles and volumes;
the impact of labor market conditions; the increase of costs due to inflation; changes in taxes, tariffs, duties, governmental laws and
regulations; an economic downturn caused by any pandemic; epidemic or other disease outbreak; the success of our turnaround strategy;
the impact of capital improvement projects; the adequacy and availability of capital resources to fund our existing and planned business
operations and our capital expenditure requirements; our ability to meet financial covenant requirements in our Credit Facility, which
could impact, among other things, our liquidity; the relative effectiveness of compensation-based employee incentives in causing improvements
in our performance; the capacity to meet the demands of our large national account customers; the extent of execution of plans for the
growth of our business and achievement of financial metrics related to those plans; our success in retaining and/or attracting qualified
employees; our success in adapting to technology and new commerce channels; the effect of the capital markets as well as other external
factors on stockholder value; fluctuations in availability and cost of green coffee; competition; organizational changes; the effectiveness
of our hedging strategies in reducing price, changes in consumer preferences; our ability to provide sustainability in ways that do not
materially impair profitability; changes in the strength of the economy, including any effects from inflation; business conditions in
the coffee industry and food industry in general; our continued success in attracting new customers; variances from budgeted sales mix
and growth rates; weather and special or unusual events, as well as other risks described in this Amendment and other factors described
from time to time in our filings with the SEC.

 iii

 Given these risks and uncertainties, you should
not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this
Amendment and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this
cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and
the rules and regulations of the SEC.

 iv

 ITEM 10.
 Directors, Executive Officers and Corporate Governance

 Directors

 Each director of the Company is to be elected
annually and serve until his or her successor has been elected and qualified, or until his or her death, resignation, retirement, disqualification
or removal from office.

 The authorized number of directors is set forth
in the Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and shall
consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of
the Board of Directors of the Company (the "Board"). The authorized number of directors is currently six. Any vacancy on the
Board that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that
a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the directors then in office, even if
less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number
of directors will have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares
of Preferred Stock then outstanding, any or all of the directors of the Company may be removed from office at any time, with or without
cause, in accordance with the Delaware General Corporation Law.

 There are no family relationships among any directors
or executive officers of the Company. Except as disclosed below, none of the directors is a director of any other publicly held company.
Except as otherwise disclosed herein, there are no arrangements or understandings between any of our directors and any other person pursuant
to which any person was selected as a director.

 Set forth below are the biographies of each director,
including their ages and positions and offices held with the Company as of the date hereof.

 David A. Pace,
age 66, has served on our Board since 2023 and has served as Chairman of our Board since October 11, 2023. Previously Mr. Pace
served as Co-Chief Executive Officer of Tastemaker Acquisition Corp. (NASDAQ: TMKR), a special purpose acquisition company, where he also
served as a director. Mr. Pace previously served as Chief Executive Officer and President of Jamba Inc. (formerly NASDAQ: JMBA),
a leading restaurant retailer of better-for-you food and beverage offerings, from March 2016 to September 2018, where he also
served as a director from 2012 until September 2018. Prior to that, Mr. Pace served in a variety of executive roles at Bloomin'
Brands, Inc. (NASDAQ: BLMN), one of the largest casual dining restaurant companies in the world, including most recently as President
of Carrabba's Italian Grill from 2014 to 2016 after previously serving as Executive Vice President and Chief Resource Officer from
2010 to 2014. Earlier in his career, Mr. Pace held various leadership roles at Starbucks Corporation (NASDAQ: SBUX), PepsiCo, Inc.
(NASDAQ: PEP) and YUM! Brands, Inc. (NYSE: YUM). Mr. Pace currently serves as Chief Executive Officer and Chairman of the board
of directors of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), a casual dining chain, after initially joining the board as a director
in August 2019. Mr. Pace has also served as a director of Authentic Restaurant Brands, a restaurant portfolio company of Garnett
Station Partners, since May 2022, and as a member of the Ownership Advisory Board for the NHL's Dallas Stars since 2017. Mr. Pace
earned his B.S. in Industrial and Labor Relations from Cornell University.

 John E. Moore
III, age 55, has served on our Board since January 24, 2024 and was also appointed President and Chief Executive Officer
of the Company, effective January 31, 2024. Mr. Moore has previously served as the Company's interim Chief Executive Officer
from October 2023 to January 2024, prior to which he initially joined the Company as Vice President, Head of Coffee in July 2023.
Before joining the Company, Mr. Moore served as the chief executive officer for Vassilaros Coffee. Prior to Vassilaros, he was the
New York senior trader and general manager at Volcafe Specialty Coffee, the chief executive officer and Managing Partner of FAL Coffee
Inc. and the vice president of sales and marketing at Octavio Inc., dba Dallis Coffee. Mr. Moore has 30 years of experience in the
coffee industry and has extensive experience in every stage of the coffee value chain, from farms and mills to barista and roasting working
both in the United States and internationally. Mr. Moore has founded and led several businesses, including Jolly Roger Imports, ELIXIR
Cocktail & Espresso Bar and the German expansion of New York Gourmet GmbH & Co. Mr. Moore is also a Certified Q
grader and Cup of Excellence Head Judge. He received a Bachelor of Science degree from Earlham College.

 Terence C.
O'Brien, age 62, has served on our Board since March 2024 and currently serves as the CEO of TriMark USA, LLC,
the largest U.S. single source provider of design services, equipment and supplies to the foodservice industry. Prior to TriMark, Mr. O'Brien
was the Chief Executive Officer of Chef Holdings, the parent company to the leading U.S. food manufacturers CTI Foods, LLC and Liguia
Foods, LLC. Prior to Chef Holdings, Mr. O'Brien was the CEO for CP Foods North America, where he led its financial and operational
turnaround. He has also previously held senior leadership roles at Suiza Foods, Dean Foods and Frito-Lay, and during his tenure as CEO
led the turnaround of Brachs Confections and Impact Confections. Mr. O'Brien has previously served on a number of food industry
boards, including Bellisio Foods, CP Foods North America and American Italian Pasta Company (formerly NASDAQ: AIPC). He has also been
the Chairman for the Tom Landry Fellowship of Christian Athletes Endowment Fund since 2012. Mr. O'Brien holds a Bachelor of
Science degree in Mechanical Engineering from Clarkson University and a Master of Business Administration degree from The Wharton School
of the University of Pennsylvania.

 Bradley L.
Radoff, age 52, has served on our Board since 2022 and currently serves as a private investor. Mr. Radoff served as
Principal of Fondren Management LP, a private investment management company, from 2005 to December 2021. Mr. Radoff previously
served as a Portfolio Manager at Third Point LLC, a registered investment advisory firm, from 2006 to 2009. He also served as Managing
Director of Lonestar Capital Management LLC, a registered investment advisory firm, from 2003 to 2004. Mr. Radoff also previously
served as a director of Citadel Investment Group LLC, a global financial institution, from 2000 to 2003. Mr. Radoff has served as
a director of Enzo Biochem, Inc. (NYSE: ENZ), an integrated diagnostics, clinical lab and life sciences company, since January 2022,
where he also serves as Chair of the Audit Committee. Mr. Radoff has served as a director of Harte Hanks, Inc. (NASDAQ: HHS),
a leading global customer experience company, since May 2021. Mr. Radoff previously served as a director of VAALCO Energy, Inc.
(NYSE: EGY), a Texas-based independent energy company, from June 2020 to January 2022, Support.com, Inc. (formerly NASDAQ:
SPRT), a leading provider of cloud-based software and services, from June 2016 until its merger in September 2021, and Pogo
Producing Company (formerly NYSE: PPP), an oil and gas exploration, development and production company, from March 2007 until the
completion of its sale to Plains Exploration & Production Company in November 2007. Mr. Radoff graduated summa cum
laude with a B.S. in Economics from The Wharton School at the University of Pennsylvania.

 Waheed Zaman,
age 65, has served on our Board since September 2021. Since April 2017, Mr. Zaman has served the Chief Executive Officer
of W&A Consulting, a consulting and advisory firm, where he advises senior executives on transformational change and consults with
leaders and teams on personal success and leadership practices to ensure organizational effectiveness and strategy execution. Mr. Zaman's
prior experience includes his service in multiple roles with the Hershey Company, including his service as Senior Vice President, Chief
Corporate Strategy and Administrative Officer and also as Chief Knowledge, Strategy and Technology Officer. While serving in such roles,
Mr. Zaman was responsible for Hershey's corporate strategy, knowledge and insights (including consumer, shopper, and category
insights), information technology, and shared service functions. Prior to his service at the Hershey Company, Mr. Zaman served as
Senior Vice President, Global Product Supply for Chiquita Brands International, reporting to the CEO. He was responsible for the largest
integrated supply chain from farm to shelf in the Fresh Produce sector, with responsibility for banana production and sourcing in Central
and Latin America, salads manufacturing in North America and logistics and shipping operations on the ground in North America and Europe.
Prior to his service in a supply chain role, Mr. Zaman served as Chief Information Officer of Chiquita. Prior to his service with
Chiquita, Mr. Zaman held leadership roles at the Procter & Gamble Company. Mr. Zaman is a past recipient of the Supply
Chain Leaders of America Lifetime Achievement Award, a Member of the World 50 Executive Forums in Strategy, Supply Chain, IT and
Digital Transformation, and a past member of the Board of Visitors of the University of Maryland Baltimore County and the McKinsey Analytics
Council. Mr. Zaman holds a bachelor's degree with a double major in Computer Science and Policy Studies from Dartmouth College.

 Shaun Mara,
age 60, has served on the Farmer Brothers' Board of Directors since 2025 and is currently a member of the nominating and corporate
governance committee and chair of the audit committee. Mr. Mara previously served as the chief financial officer of The Simply Good
Foods Company (Nasdaq: SMPL) from October 2022 to July 3, 2025. Mr. Mara previously served as the chief financial officer
at Atkins Nutritionals, Inc. and The Simply Good Foods Company from 2014 to 2017. Following the merger of Conyers Park Acquisition
Corp. and Atkins Nutritionals, Inc. in June 2017, which resulted in The Simply Good Foods Company, Mr. Mara pursued other
opportunities before returning to The Simply Good Foods Company in June 2019 as a senior vice president of strategy and business
development. In this role, Mr. Mara led the strategic planning initiatives and integration team for the company's acquisition
of Quest Nutrition, which closed in August 2019. Mr. Mara has also previously served in multiple other chief financial officer
roles, including at Dean Foods, and has amassed significant financial and managerial expertise in connection with his more than 20 years
of additional service in senior financial positions with companies such as, the William Wrigley Jr. Company, the Gillette Company and
Staples, Inc. Mr. Mara began his career earning a CPA while working at KPMG Peat Marwick and earned his undergraduate degree
from Bentley University.

 Executive Officers

 The following table sets forth the current executive
officers of the Company as of the date hereof. At each annual meeting of the Board of Directors, the Board of Directors formally re-appoints
the executive officers, and all executive officers serve at the pleasure of the Board of Directors. No executive officer has any family
relationship with any director or nominee, or any other executive officer, and there are no arrangements or understandings pursuant to
which any person was selected as an officer.

 Name

 Age

 Title

 Executive Officer

 Since

 John E. Moore III (1)

 2023

 2024

 Vice President, General Counsel, Chief Compliance Officer and Secretary

 2022

 Brian Miller

 Vice President, Sales

 2025

 (1)
 For Mr. Moore, please see his biography above in the section captioned "Directors."

joined the Company as Chief Financial Officer in June 2024. Prior to joining the Company, Mr. Fisher provided financial consulting
services to various businesses, primarily in the food and beverage sector. Previously, Mr. Fisher served as the Chief Financial Officer
of NBC Holdings, LLC from 2019 to 2022. Prior to NBC Holdings, LLC, Mr. Fisher served as the Chief Financial Officer of Dunn's
River Brands Group, Inc. from 2018 to 2019. Mr. Fisher has also previously served as Chief Financial Officer for Tatum, LLC,
from 2016 to 2018, and Daisy Brand, LLC, from 2007 to 2016. Mr. Fisher holds a Bachelors of Accountancy and a Bachelor of Business
Administration in Corporate Finance from the University of Oklahoma.

 Jared Vitemb
joined the Company as Vice President, General Counsel, Chief Compliance Officer and Secretary in March 2022. Mr. Vitemb's
current responsibilities include overseeing the Company's Legal, Compliance and Human Resources functions. Prior to joining the
Company, Mr. Vitemb held various positions with FTS International Services, Inc., an oilfield services company, from September 2017
to March 2022, where he last served as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. From March 2014
to September 2017, Mr. Vitemb worked as an in-house attorney for Dean Foods Company, a dairy processing and distribution company.
Prior to 2014, he was in private practice, primarily with the law firm of Gardere Wynne Sewell LLP in Dallas, Texas. Mr. Vitemb received
a B.A. in History and a J.D. from The University of Texas.

 Brian Miller
joined the Company Vice President of Sales in January 2025. Mr. Miller's current responsibilities include, among other
things, oversight of the Company's sales and marketing operations. Mr. Miller has more than 25 years of experience leading
teams in the consumer product industry. Before joining the Company, Mr. Miller served as a vice president at Custom Ink, one of the
largest custom apparel companies in the U.S., from January 2018 to January 2025. Prior to his service at Custom Ink, Mr. Miller
held a number of sales leadership roles, including serving as Chief Commercial Officer of Primo Water (formerly DS Services and Standard
Coffee) from October 2014 to October 2017, and as the Regional President and General Manager at Mars Drinks North America from
April 2008 to October 2014. Mr. Miller holds a bachelor's degree in marketing from Oswego State University.

 Corporate Governance

 Board Meetings and Attendance

 The Board held nine meetings during the year ended
June 30, 2025 ("fiscal 2025"), including four regular meetings and five special meetings. During fiscal 2025, each director
attended at least 75% of the total number of meetings of the Board (held during the period for which he or she served as a director) and
committees of the Board on which he or she served (during the periods that he or she served). The independent directors generally meet
in executive session in connection with each regularly scheduled Board meeting. Under the Company's Corporate Governance Guidelines,
continuing directors are expected to attend the Company's annual meeting of stockholders absent a valid reason. Three of six directors
who were then serving were present at the 2025 Annual Meeting of Stockholders, including three of the continuing directors (the "2025
Annual Meeting").

 Charters; Code of Conduct and Ethics; Corporate Governance Guidelines

 The Board maintains charters for its committees,
including the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. In addition, the Board has
adopted a written Code of Conduct and Ethics for all employees, officers and directors. The Board maintains Corporate Governance Guidelines
as a framework to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the
Board should perform its functions. Current standing committee charters, the Code of Conduct and Ethics and the Corporate Governance Guidelines
are available on the Company's website at www.farmerbros.com. Information contained on the website is neither incorporated by reference
herein, nor considered a part of, this Proxy Statement.

 Board Committees

 The Board of Directors has three standing committees:
the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Summary information about each of these
committees is set forth below.

 Audit Committee

 The Audit Committee is a standing committee of
the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee's principal purposes
are to oversee, on behalf of the Board, the accounting and financial reporting processes of the Company and the audit of the Company's
financial statements. As described in its charter, which is available on the Company's website under Corporate Governance—Committee
Charters, the Audit Committee's responsibilities include assisting the Board in overseeing: (i) the integrity of the Company's
financial statements; (ii) the independent auditor's qualifications and independence; (iii) the performance of the Company's
independent auditor and internal audit function; (iv) the Company's compliance with legal and regulatory requirements relating
to accounting and financial reporting matters; (v) the Company's system of disclosure controls and procedures, internal control
over financial reporting that management has established, and compliance with ethical standards adopted by the Company; and (vi) the
Company's framework and guidelines with respect to risk assessment and risk management. The Audit Committee is directly and solely
responsible for the appointment, dismissal, compensation, retention and oversight of the work of any independent auditor engaged by the
Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
The independent auditor reports directly to the Audit Committee.

 During fiscal 2025, the Audit Committee held four
regular meetings and no special meetings. Shaun Mara currently serves as Chair, and Bradley L. Radoff and Waheed Zaman currently serve
as members of the Audit Committee. All directors who currently serve on the Audit Committee meet the Nasdaq composition requirements,
including the requirements regarding financial literacy and financial sophistication, and the Board has determined that all members of
the Audit Committee are independent under Rule 5605 of the Nasdaq Stock Market, Inc. Marketplace Rules ("Nasdaq Listing
Rules"), and the rules of the SEC regarding audit committee membership. The Board has determined that Mr. Mara and Mr. Radoff
are "audit committee financial experts" as defined in Item 407(d) of Regulation S-K under the Exchange Act.

 Compensation Committee

 The Compensation Committee is a standing committee
of the Board. As described in its charter, available on the Company's website under Investors—Corporate Governance, the Compensation
Committee's principal purposes are to discharge the Board's responsibilities related to compensation of the Company's
executive officers and administer the Company's incentive and equity compensation plans. The Compensation Committee's objectives
and philosophy with respect to the fiscal 2025 executive compensation program, and the actions taken by the Compensation Committee in
fiscal 2025 with respect to the compensation of our Named Executive Officers, are described below under the heading "Compensation
Discussion and Analysis."

 The Compensation Committee also is responsible
for evaluating and making recommendations to the Board regarding director compensation. In addition, the Compensation Committee is responsible
for conducting an annual risk evaluation of the Company's compensation practices, policies and programs.

 During fiscal 2025, the Compensation Committee
held four regular meetings and no special meetings. David A. Pace currently serves as Chair, and Terence O'Brien and Waheed Zaman
currently serve as members of the Compensation Committee. The Board has determined that all current Compensation Committee members are
independent under the Nasdaq Listing Rules.

 Compensation Committee Interlocks and Insider Participation

 Messrs. Pace, O'Brien and Zaman were
members of the Compensation Committee during fiscal 2025. None of the members of the Compensation Committee is or has been an executive
officer of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K.
During fiscal 2025, none of the Company's executive officers served as a director or a member of a compensation committee (or other
committee serving an equivalent function) of any other entity that has one or more of its executive officers serving as a director of
the Company or a member of the Compensation Committee.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate Governance Committee
is a standing committee of the Board. As described in its charter, available on the Company's website under Investors—Corporate
Governance, the Nominating and Corporate Governance Committee's principal purposes are (i) monitoring the Company's corporate
governance structure; (ii) assisting the Board in fulfilling its oversight responsibilities with respect to the management of risks
associated with corporate governance; (iii) ensuring that the Board is appropriately constituted in order to meet its fiduciary obligations,
including by identifying individuals qualified to become Board members and members of Board committees, recommending to the Board director
nominees for the next annual meeting of stockholders or for appointment to vacancies on the Board, and recommending to the Board membership
on Board committees (including committee chairs); (iv) leading the Board in its annual review of the Board's performance; (v) conducting
the annual performance review of the Chief Executive Officer and communicating the results to the Board; and (vi) overseeing succession
planning for senior management.

 During fiscal 2025, the Nominating and Corporate
Governance Committee held four regular meetings and one special meeting. Mr. Radoff currently serves as Chair, and David A. Pace
and Shaun Mara currently serve as members of the Nominating and Corporate Governance Committee. The Board has determined that all current
Nominating and Corporate Governance Committee members are independent under the Nasdaq Listing Rules.

 Board Diversity

 The below Board Diversity Matrix reports self-identified
diversity statistics for the Board of Directors.

 Board Diversity Matrix

 As of September 1, 2024

 As of September 1, 2025

 Total Number of Directors

 Part I: Gender Identity

 Female

 Male

 Non-Binary

 Did Not

 Disclose

 Gender

 Female

 Male

 Non-

Binary

 Did Not

 Disclose

 Gender

 Directors

 Part II: Demographic Background

 African American or Black

 Alaskan Native or Native American

 Asian or South Asian

 Hispanic or Latinx

 Native Hawaiian or Pacific Islander

 White

 Two or More Races or Ethnicities

 LGBTQ+

 Military Veterans

 Directors with disabilities

 Did Not Disclose Demographic Background

 Board Leadership Structure

 Under our Second Amended and Restated Bylaws ("Bylaws"),
the Board, in its discretion, may choose a Chairman of the Board. If there is a Chairman of the Board, such person may exercise such powers
as provided in the Bylaws or assigned by the Board. David A. Pace was appointed as Chairman of the Board on March 4, 2024, after
serving on an interim basis beginning on October 11, 2023. Mr. Pace continues to serve as the Chairman of the Board as of the
date of the annual report.

 Notwithstanding the current separation of Chairman
of the Board and Chief Executive Officer, our Chairman of the Board is generally responsible for soliciting and collecting agenda items
from other members of the Board and the Chief Executive Officer, and the Chief Executive Officer is generally responsible for leading
discussions during Board meetings. This structure allows for effective and efficient Board meetings and information flow on important
matters affecting the Company. As required under the Nasdaq Listing Rules, a majority of the members of a listed company's board
of directors must qualify as "independent," as affirmatively determined by the board of directors. The Board has determined
that, other than Mr. Moore, all members of the Board are independent and each of the Audit, Compensation, and Nominating and Corporate
Governance Committees of the Board are composed solely of independent directors. Due to the separation of the roles of Chairman of the
Board and Chief Executive Officer, the Board believes that non-employee director and executive sessions of the Board, which are attended
solely by non-employee directors or independent directors, as applicable, result in an open and free flow of discussion of any and all
matters that any director may believe relevant to the Company and/or its management.

 Although the roles of Chairman and Chief Executive
Officer are currently filled by different individuals, no single leadership model is right for all companies at all times, and the Company
has no bylaw or policy in place that mandates this leadership structure. The Nominating and Corporate Governance Committee will evaluate
and recommend to the Board any changes in the Board's leadership structure.

 Board's Role in Risk Oversight

 The Board recognizes that although management
is responsible for identifying risk and risk controls related to business activities and developing programs and recommendations to determine
the sufficiency of risk identification and the appropriate manner in which to control risk, the Board plays a critical role in the oversight
of risk. The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions
on the significant risks that the Company faces and how the Company is seeking to control risk if and when appropriate. In some cases,
a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee has oversight responsibility
of risks associated with financial accounting and audits, internal control over financial reporting, and the Company's major financial
risk exposures, including commodity risk and risks relating to hedging programs. The Compensation Committee has oversight responsibility
of risks relating to the Company's compensation policies and practices. At each regular meeting, or more frequently as needed, the
Board considers reports from the Audit Committee and Compensation Committee which provide detail on risk management issues and management's
response. The Board, as a whole, examines specific business risks in its periodic reviews of the individual business units, and also of
the Company as a whole as part of its regular reviews, including as part of the strategic planning process, annual budget review and approval,
and data and cyber security review. Beyond formal meetings, the Board and its committees have regular access to senior executives, including
the Company's Chief Executive Officer and Chief Financial Officer. The Company believes that its leadership structure promotes effective
Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by management
with the information necessary to appropriately monitor, evaluate and assess the Company's overall risk management, and all directors
are involved in the risk oversight function.

 Compensation-Related Risk

 As part of its risk oversight role, our Compensation
Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create
risks that are reasonably likely to have a material adverse effect on our Company. In fiscal 2025, the Compensation Committee noted several
design features of our compensation programs that reduce the likelihood of excessive risk-taking, including, but not limited to, the following:

 A good balance of fixed and at-risk compensation,
as well as an appropriate balance of cash and equity-based compensation.

 Management incentive programs are based on multiple
metrics.

 The Compensation Committee is directly involved
in setting short- and long-term incentive performance targets and payout intervals, assessing performance against targets, and reviewing/approving
the performance goals for the CEO and other executives.

 The Compensation Committee reviews the short-
and long-term incentive programs annually in connection with feedback received from shareholders in connection with the Company's
stockholder engagement campaigns, so as to ensure the Company's compensation practices align with shareholder expectations.

 Executive annual short-term incentive awards
are capped at 200% of the target opportunity and the performance-based restricted stock units in the long-term incentive plan are capped
at 200% of target opportunity.

 Long-term equity awards are typically made on
an annual basis which creates overlapping vesting periods and ensures that management remains exposed to the risks of their decision-making
through their unvested equity-based awards for the period during which the business risks are likely to materialize.

 Long-term compensation for senior executives
is comprised of time-based restricted stock units that vest ratably over three years and performance-based restricted stock units that
are earned based on three-year performance goals. Company shares are inherently subject to the risks of the business, and the combination
of options and performance-based restricted stock units ensure that management participates in these risks.

 The number of performance-based restricted stock
units ultimately earned by the Company's executives and employees are determined at the end of a three-year performance period based
on achievement against the performance goals.

 The Company has significant share ownership requirements
for executives and non-employee directors. Executive officers are required to hold share-based compensation awards until meeting their
ownership requirements. Company shares held by management are inherently subject to the risks of the business.

 Executive compensation is benchmarked annually
by the Committee's independent consultant relative to pay levels and practices at peer companies.

 The Company has a clawback policy in place that
provides for the mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance
measures in the event of an accounting restatement.

 The Company prohibits employees and directors
from hedging or pledging its securities.

 The Compensation Committee is composed solely
of independent directors and retains an independent compensation consultant to provide a balanced perspective on compensation programs
and practices. The Compensation Committee approves all pay decisions for executive officers.

 Stockholder Engagement

 The Company has a history of actively engaging
with our stockholders. We believe that strong corporate governance should include regular engagement with our stockholders. We have a
long-standing, robust stockholder outreach program through which we solicit feedback on our corporate governance, executive compensation
program, disclosure practices, and environmental and social impact programs and goals. Investor feedback is shared with our Board as received.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires
our directors, certain of our officers, and persons who beneficially own more than 10% of the Company's common stock, par value
$1.00 per share ("Common Stock"), to file insider trading reports (Forms 3, 4 and 5) with the SEC relating to the number of
shares of Common Stock that they own and any changes in their beneficial ownership. To our knowledge, based solely on our records and
certain written representations received from our executive officers and directors, during the fiscal year ended June 30, 2025, all
persons related to the Company that are required to file these insider trading reports have filed them in a timely manner. Copies of the
insider trading reports can be found on the Company's website at www.farmerbros.com.

 Insider Trading Policy (Including Anti-Hedging and Anti-Pledging
Policies)

 Our insider trading policy prohibits all employees,
officers, directors, consultants and other associates of the Company and certain of their family members from, among other things, purchasing
or selling any type of security, whether the issuer of that security is the Company or any other company, while aware of material, non-public
information relating to the issuer of the security or from providing such material, non-public information to any person who may trade
while aware of such information. The insider trading policy also prohibits employees from engaging in short sales with respect to our
securities, purchasing or pledging Company stock on margin and entering into derivative or similar transactions (i.e., puts, calls, options,
forward contracts, collars, swaps or exchange agreements) with respect to our securities. We also have procedures that require trades
by certain insiders, including our directors and executive officers, to be pre-cleared by appropriate Company personnel. Additionally,
such insiders are generally prohibited from conducting transactions involving the purchase or sale of the Company's securities from
12:01 a.m. New York City time on the fourteenth calendar day before the end of each of the Company's four fiscal quarters (including
fiscal year end) through 11:59 p.m. New York City time on the business day following the date of the public release containing the
Company's quarterly (including annual) results of operations.

 ITEM 11.
 Executive Compensation

 We are a "smaller reporting company"
under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with
the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive
compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its
executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the Company's
compensation program for our Named Executive Officers (defined below).

 Compensation Discussion and Analysis

 This Compensation Discussion and Analysis describes
our executive compensation philosophy, objectives, and programs, the decisions made under those programs and factors considered by our
Compensation Committee in fiscal 2025 with respect to the compensation of (i) any person who served as the Company's principal
executive officer during any part of fiscal 2025; (ii) the two most highly compensated executive officers other than the Company's
principal executive officer who were serving as executive officers at the end of fiscal 2025; and (iii) up to two additional executive
officers for whom disclosure would have been provided but for the fact that such person was not serving as an executive officer at the
end of fiscal 2025 (collectively, the "Named Executive Officers").

 Fiscal 2025 Named Executive Officers

 Name

 Title (as of June 30, 2025)

 Vice President, General Counsel, Chief Compliance Officer and Secretary

 Recent Changes in Management

 The Company experienced turnover of certain senior
management positions during the 2025 fiscal year. On January 13, 2025, Thomas E. Bauer, the Company's former Vice President,
Chief Commercial Officer, was appointed as the Company's Vice President, Chief Field Operations Officer, and served in such role
until his employment with the Company terminated, effective April 8, 2025. Mr. Bauer's duties were assumed by Mr. Miller
and Travis Young, Vice President of Field Operations upon his separation from the Company.

 Executive Summary

 Our executive compensation programs are designed
to:

 attract, retain, and motivate talented executives
with competitive pay and incentives;

 reward positive results by aligning the economic
interests of our executive officers with those of our stockholders;

 motivate executive officers to achieve our short-term
and long-term goals by providing "at risk" compensation, the value of which is ultimately based on our future performance,
without creating undue risk-taking behavior nor unduly emphasizing short-term performance over long-term value creation; and

 maintain total compensation and relative amounts
of base salary, annual, and long-term incentive compensation competitive with those amounts paid by peer companies to remain competitive
in the market for talent.

 We believe that this design appropriately focuses
our executive officers on the creation of long-term value without creating undue risk-taking behavior.

 Compensation Policies and Practices—Good Governance

 Consistent with our commitment to strong corporate
governance, in fiscal 2025, our Board followed the compensation policies and practices described below to drive performance and serve
our stockholders' long-term interests:

 What We Do

 Our Compensation Committee is composed solely
of independent directors, and regularly meets in executive session without members of management present.

 Our Compensation Committee retains an independent
compensation consultant to provide it with advice on matters related to executive compensation.

 Our Compensation Committee regularly reviews
and assesses the potential risks of our compensation policies and practices.

 The structure of our executive compensation program
includes a mix of cash and equity-based compensation, with an emphasis on performance-based compensation.

 The competitiveness of our executive compensation
program is assessed by comparison to the compensation programs of peer group companies that are similar to us in terms of industry, annual
revenue, and/or other business characteristics.

 Our clawback policy, which was amended and restated
in fiscal 2025 for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards, provides for the
mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance measures
in the event of an accounting restatement.

 We maintain meaningful stock ownership guidelines
for directors and executive officers that promote a long-term stockholder perspective.

 What We Do Not Do

 We do not provide for excise tax gross-ups in connection with severance or
other payments or benefits arising in connection with a change in control.

 We do not provide for "single trigger" change in control payments
or benefits.

 We do not provide guaranteed base salary increases or guaranteed bonuses.

 We do not provide supplemental pension benefits to our Named Executive Officers.

 We do not provide excessive perquisites.

 We do not permit (absent stockholder approval in the case of repricing/exchanging),
and have not engaged in, the practice of backdating or re-pricing/exchanging stock options.

 We do not allow directors or executive officers to hedge or short sell Company
stock.

 We do not allow directors or executive officers to pledge shares as collateral
for a loan or in a margin account.

 Results of Recent Advisory Votes, Stockholder Outreach and Changes
for 2025

 Every year, the Company provides stockholders
with the opportunity for an annual vote to approve its executive compensation program on an advisory basis.

 As described in last year's proxy statement,
the Compensation Committee implemented several material changes to our executive compensation program that took effect during fiscal 2023,
and made even more significant changes to our executive compensation program for fiscal 2024. The Compensation Committee implemented additional
changes to our executive compensation program for fiscal year 2025, based largely on the metrics and design that our stockholders told
us they prefer to see. We intend to continue to seek and respond to stockholder concerns regarding our executive compensation in future
years. Our new LTI program for fiscal year 2025 for NEOs consists of the following design features:

 Addition of smaller companies to the compensation
peer group to better orient the Compensation Committee towards a total group that more closely reflects the size of the Company following
the disposition of our direct ship business.

 A mix of 50% time-based Restricted Stock Units
("RSUs") and 50% Performance-based Restricted Stock Units ("PBRSUs").

 The PBRSUs granted in fiscal 2025 measure cumulative
free cash flow ("FCF") based on the achievement of certain thresholds over a three-year period. The FCF component of the PBRSUs
accounts for 50% of the total award, and the closing price of our common stock at the end of the performance period (the "Price
Hurdle") accounts for the remaining 50%.

 The use of FCF as the principal measure in our
LTI program for fiscal 2025 awards differentiates from the Adjusted EBITDA metric that we use in our STI program.

 The switch to a cumulative 3-year performance
metric based on FCF was based on feedback from our stockholder outreach program, as shareholders expressed a view the FCF is a more important
metric for the Company to focus on.

 The Price Hurdle will be measured over three
years and generate a payout factor at the end of the three years based on the closing price of the Company's common stock at the
end of the performance period. The purpose of the absolute Price Hurdle is to incentivize achievement of improved shareholder returns
over a three-year period.

 Oversight of the Executive Compensation
Program

 Compensation Committee

 Under its charter, the Compensation Committee
has the duty, among other things, to assess the overall executive compensation structure of the Company, including the compensation for
our President and Chief Executive Officer and each of our other Named Executive Officers. In exercising this authority, the Compensation
Committee determines the forms and amount of executive compensation appropriate to achieve the Compensation Committee's strategic
objectives, including base salary, bonus, incentive or performance-based compensation, equity awards and other benefits.

 Compensation Consultant

 The Compensation Committee has the authority to
retain the services of outside consultants to assist it in performing its responsibilities. In fiscal 2025, the Compensation Committee
engaged Meridian Compensation Partners, LLC, an independent compensation consultant ("Meridian") to provide advisory and consulting
services relating to the Company's executive officer and director compensation programs, consultation regarding short-term and long-term
incentive plan design,, and consultation regarding corporate governance practices and general Compensation Committee matters and processes.
In fiscal 2025, the Compensation Committee also engaged Meridian to help determine the compensation of our President and Chief Executive
Officer, as well as our other Named Executive Officers.

 Meridian provided no other services to the Company
or its affiliates during fiscal 2025 other than as described above. The Compensation Committee has determined that Meridian is "independent"
according to the criteria required by the SEC in Rule 10C-1 of the Exchange Act.

 Management's Role in Establishing Compensation

 The compensation of the Named Executive Officers
is determined by the Compensation Committee, taking into account the input and recommendations of our President and Chief Executive Officer
regarding compensation for those executive officers, and taking into account the input of the Nominating and Corporate Governance Committee
and Chairman regarding performance of our President and Chief Executive Officer. The Compensation Committee has sole authority for all
final compensation determinations regarding our President and Chief Executive Officer. In fiscal 2025, our President and Chief Executive
Officer, Sr. Director of Total Rewards/VP of Human Resources and General Counsel routinely attended the meetings of the Compensation
Committee to provide input, as requested by the Compensation Committee and, in the case of the General Counsel, to act as secretary for
the meeting; however, no executive officer has any role in approving his or her own compensation, and neither our President and Chief
Executive Officer nor any other Named Executive Officer is present during the portion of the meeting at which the Compensation Committee
considers their compensation. The Compensation Committee regularly meets in executive session, without members of the management team
present, when discussing and approving executive compensation.

 Benchmarking and Peer Group Companies

 The Compensation Committee compares the pay levels
and programs for the Company's executive officers to compensation information from a relevant peer group as well as information
from published survey sources. The Compensation Committee uses this comparative data as a reference point in its review and determination
of executive compensation but also considers competitive compensation practices and other relevant factors based on the members'
collective experience in setting pay. Accordingly, the Compensation Committee does not generally establish compensation at specific benchmark
percentiles.

 When setting compensation, the Compensation Committee
considers other factors in addition to market data, including:

 individual performance;

 impact on long-term stockholder value creation;

 impact on development and execution of Company
strategy;

 experience and tenure in role;

 retention;

 trends and competitive factors impacting the
labor market;

 internal alignment;

 the impact of macroeconomic conditions, inflationary
pressures on the business and management's actions to respond to the uncertain market in fiscal 2025; and

 scope of responsibility.

 The Compensation Committee, with the assistance
of Meridian, developed and approved the following peer group for purposes of benchmarking the compensation levels of our Named Executive
Officers relative to our peers and informing fiscal 2025 pay levels for our Named Executive Officers:

 Freshpet, Inc.

 BRC, Inc.

 Westrock Coffee Company

 Village Farms International, Inc.

 SunOpta, Inc.

 Beyond Meat, Inc.

 MGP Ingredients, Inc.

 Bridgford Foods Corporation

 Vital Farms, Inc.

 Lifeway Foods, Inc.

 The Vita Coco Company, Inc.

 Zevia PBC

 The Compensation Committee evaluates our peer
group annually and makes adjustments to this peer group when appropriate to reflect changes in relative size or operations of the Company
or its peers, or to address changes resulting from mergers, acquisitions or other structural changes. As such, during fiscal 2025, the
Compensation Committee made additional changes to the peer group set to remove larger companies and add smaller companies so that the
group on the whole is closer in revenue size to Farmer Bros. Specifically, the Compensation Committee removed The Duckhorn Portfolio, Inc.,
Vintage Wine Estates, Inc. and Whole Earth Brands, Inc., as each of these had reported revenues greater than $1 billion at the
time of the Compensation Committee's review. The Compensation Committee then added Lifeway Foods, Inc., Westrock Coffee Company
and Zevia PBC, as each had reported revenues closer to Farmer Bros. revenues at the time of the Committee's review. These companies
were used for benchmarking officer compensation for fiscal 2025 to inform fiscal 2025 pay decisions.

 Fiscal 2025 Named Executive Officer Compensation Mix

 In fiscal 2025, the Compensation Committee's
compensation decisions with respect to our Named Executive Officers, including the revisions to the LTI program for fiscal 2025, reflected
strong alignment between pay and performance. We believe that our compensation programs were therefore also strongly aligned with the
long-term interests of our stockholders.

 The following charts illustrate, with respect
to our President and Chief Executive Officer and our other Named Executive Officers as a group, the base salary, target short-term cash
incentive compensation, and target long-term equity incentive compensation as a percentage of target total direct compensation for fiscal
2025. As shown below, a significant portion of Named Executive Officer target direct compensation is "at risk" variable compensation
rather than fixed compensation, reflecting our philosophy of aligning Named Executive Officer compensation with performance generally
and stockholder value creation specifically.

 Key Elements of Fiscal 2025 Executive Compensation Program

 Below are the key elements of the Company's
fiscal 2025 executive compensation program applicable to our Named Executive Officers.

 What
 We Pay

 Why
 and How We Pay It

 Base Salary

 Base
 salary comprises fixed cash compensation that is designed to provide a reasonable level of Company-wide and individual performance.

 Base
 salaries are reviewed annually and adjusted when appropriate (increases are neither fixed nor guaranteed).

 Competitive
 base salaries are a key component of attracting and retaining executive talent.

 Short-Term Cash Incentives

 Annual
 cash incentives constitute variable "at risk" compensation, payable in cash based on Company-wide and individual performance.
 These awards are designed to reward achievement of annual financial objectives as well as near term strategic objectives that create momentum
 that is expected to foster the long-term success of the Company's business.

 Company-wide
 metrics and targets are derived from, and intended to promote, our near-term business strategy.

 Individual
 targets are consistent with our focus on both quantitative and qualitative priorities and thereby reward both attainment of objective
 metrics and individual contributions.

 Long-Term Incentives

 RSUs,
 as well as PBRSUs subject to both performance- and time-based vesting conditions, are designed to create direct alignment with stockholder
 objectives, provide a focus on long-term value creation, retain critical talent over extended timeframes and enable key employees to share
 in value creation.

 Performance-based
 award metrics and targets align with long-term business strategy as well as stock price appreciation creating shareholder value.

 Severance Benefits

 Severance
 benefits provide income and health insurance protection to our Named Executive Officers in connection with certain involuntary
 terminations of employment. These severance benefits are designed to enable the Named Executive Officers to focus on the best
 interests of the Company and its stockholders, including in circumstances that may jeopardize the individual's job
 security.

 Enhanced
severance benefits are available if the termination of employment occurs in connection with a change in control to ensure continued focus
on the best alternatives for the Company and its stockholders, free from distractions caused by personal uncertainties associated with
the heightened risk to job security that arises for senior executives in the transactional context.

 Severance
 benefits are also key to attracting and retaining key talent.

 Retirement and Welfare Benefits

 A
 standard complement of retirement, health, welfare and insurance benefits, offered to our Named Executive Officers on terms generally
 similar to those available to other employees, provides important protections and stability for our Named Executive Officers and their
 families that help enable our Named Executive Officers to remain focused on their work responsibilities.

 These
 are generally low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive.

 Perquisites

 We
 provide limited perquisites as well as relocation assistance, each intended to facilitate the operation of the Company's business
 and to assist the Company in recruiting and retaining key executives.

 These
 are also low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive.

 Base Salary

 Consistent with the established executive compensation
philosophy and objectives described above, and utilizing the peer comparisons provided by Meridian, the Compensation Committee approved
fiscal 2025 annual base salaries for the Named Executive Officers as shown in the table below.

 Named Executive Officers

 Fiscal
 2025
 Annual
 Base

 Salary (1)

 Fiscal
 2024
 Annual
 Base

 Salary (1)

 Annual Base

 Salary
Percentage

 Change

 $

 $

 %

 $

 $

 %

 $
 350,000

 $
 315,000

 %

 (1) Annual base salary as of the end of the applicable fiscal year.

 Short-Term Cash Incentives for Fiscal 2025

 Fiscal 2025 awards were designed to place a significant
portion of each Named Executive Officer's annual cash compensation "at risk" and were designed to align the near-term
focus of our Named Executive Officers with our business goals for the relevant period.

 For the fiscal 2025 Short-Term Cash Incentive
Program, the Compensation Committee used adjusted EBITDA as the relevant performance metric and set a minimum threshold for achievement
(described below) which, if achieved, the Compensation Committee believed would reflect a meaningful level of Company profitability and
would be aligned with our strategic plan to deliver long-term value to our stockholders. Generating EBITDA is critically important during
this time in the Company's history which is why adjusted EBITDA was the primary performance metric for the fiscal 2025 annual cash
incentive program. In addition to this financial metric, the 2025 Short-Term Cash Incentive Program permitted the Compensation Committee
to adjust the payout up or down by 20% to reflect individual performance.

 For this purpose, "adjusted EBITDA"
was defined loss from continuing operations excluding the impact of: (i) income tax expense; (ii) interest expense; (iii) depreciation
and amortization expense; (iv) 401(k) and share-based compensation expense; (v) net losses (gains) on disposal of assets;
(vi) loss related to sale of business; (vii) severance costs; (viii) pension settlements charges; and (ix) strategic
initiatives.

 Adjusted EBITDA was $14.8 million for fiscal 2025,
reflecting 67.4% achievement with respect to the adjusted EBIDTA target. In light thereof, the Compensation Committee determined that
the plan should pay out 67.4% on the financial metric portion, which is what it awarded to Mr. Moore. Based on the Compensation Committee's
evaluation of their individual performance, Messrs. Fisher and Vitemb were each awarded an additional 10% payout for fiscal 2025.

 The following table shows such achievement compared
to the Company-wide performance threshold for fiscal 2025.

 Metric

 Goal

 Target

 Actual Achievement

 Actual Achievement
 Compared to Target Performance

 Payout for
 Fiscal 2025 Company-wide Performance

 50%

 100%

 200%

 Adjusted EBITDA

 $
 11.0M

 $
 22M

 $
 26.8M

 $
 14.8M

 67.4
 %

 67.4
 %

 The following table shows such target achievement
compared to actual earned short-term cash incentive for fiscal 2025.

 Named Executive Officers

 Short-Term
 Cash

 Incentive Target
 (% of Base Salary)

 Short-Term
 Cash

 Incentive Target
 ($ amount)

 Short-Term
 Cash

 Incentive Earned

 %

 $

 $
 303,300

 %

 $
 240,000

 $
 185,760

 %

 $
 210,000

 $
 162,540

 Long-Term Incentive Compensation

 The fiscal 2025 long-term incentives were designed
to be competitive with market and directly align our incentives with our long-term business priorities and compensation outcomes to Company
performance and shareholder interests. The Compensation Committee believes that the fiscal 2025 long-term incentive program facilitates
strong pay for performance alignment in that the RSUs only appreciate in value to the extent that the stock price appreciates, and the
PBRSUs only vest to the extent that the performance goals are achieved, placing the emphasis on stock price and stockholder alignment
on internal Company performance and business strategy. The Compensation Committee also believes that long-term incentives serve as a retention
tool for key executives, which is particularly important in this competitive market for talent.

 Our practice historically has been to grant annual
normal-cycle long-term incentive awards generally in the second quarter of the fiscal year, with interim grants for new hires and promotions
after the annual grant date being made on the first day of the calendar month following the hire or promotion, as applicable.

 Fiscal 2025 Awards

 Restricted Stock Units

 In fiscal 2025, except for the inducement grants
described below under the caption " Vance Fisher Promotional Grants," all of the RSUs granted to each of our Named Executive
Officers were made under the Amended and Restated 2017 Long-Term Incentive Plan (the "2017 Plan") and vest ratably over three
years, with one-third of the total number of shares subject to each such RSUs vesting on each of the first three anniversaries of the
grant date, contingent on continued employment.

 Performance-Based Restricted Stock Units

 In fiscal 2025, the PBRSUs granted to our Named
Executive Officers under the 2017 Plan cliff vest following the end of the three-year performance period, based upon achievement of FCF
and Price Hurdle (as further described above) performance goals for the performance period spanning from July 1, 2025 through June 30,
2027. For fiscal 2025, performance against cumulative FCF and Price Hurdle targets will determine a payout factor for the three-year performance
period which can range from 0% to 200% of target. No PBRSUs can be earned or paid prior to the conclusion of the full three-year measurement
period, when final achievement will be determined.

 Our performance goals for FCF are based on business
forecasts and relevant expectations reflecting our strategic plans and aspirations to grow our business. The Compensation Committee has
historically established aggressive, yet achievable performance goals intended to motivate the Company's executive officers to achieve
internal goals and results that will benefit the Company's stockholders, while maintaining strong alignment between pay and performance.
Actual achievement of the three-year performance goals for the PBRSU awards granted in fiscal 2025 will be reflected in our proxy statement
reporting payouts following the conclusion of the three-year performance period.

 The specific FCF thresholds established for the
fiscal 2025-2027 performance period are as follows:

 Cumulative FCF

 Payout %

 $
 10.9M

 %

 Minimum

 $
 39.3M

 %

 Target

 $
 51.5M

 %

 The specific Price Hurdle thresholds established
for the fiscal 2025-2027 performance period are as follows:

 Price Hurdle

 Payout %

 $
 6 per share

 %

 Minimum

 $
 12 per share

 %

 The purpose of the absolute Price Hurdle is to
incentivize achievement of improved shareholder returns over a three-year period. The payouts of both the FCF and Price Hurdle metrics
are interpolated between levels.

 Vance Fisher New-Hire Grants

 In connection with his hiring, on July 1,
2024, Mr. Fisher received an inducement grant material to his entering into employment with the Company (the "Inducement Award"),
which was made under the Farmer Bros. Co. 2020 Inducement Incentive Plan (the "Inducement Award Plan"). Mr. Fisher's
inducement grant consisted of 100,000 RSUs, which vest ratably over three years, with one-third of the total number of shares subject
to each such RSUs vesting on each of the first three anniversaries of the grant date, contingent on his continued employment.

 In addition, on July 1, 2024, Mr. Fisher
was granted 120,000 PRBSUs in connection with his appointment as CFO. The performance goal applicable to these PBRSUs shall be met, upon
the earliest to occur of the following: (i) the date the preceding ninety (90) consecutive trading day volume-weighted average price
of the Common Stock Company equals or exceeds $6.00 per share (the "VWAP Target") or (ii) the date of the consummation
of a Change in Control (as defined in the 2017 Plan) valuing the Company's Common Stock at $6.00 per share or higher (the "Change
in Control Target"), in each case provided that the date the goal is met occurs before the third anniversary of the grant date.

 These PBRSUs shall expire if neither the VWAP
Target nor the Change in Control Target has been met by July 1, 2027.

 Change in Control Severance Agreements

 The Company is party to severance agreements with
each of the Named Executive Officers. During fiscal 2023, the Company adopted and approved certain revisions to the form of severance
agreement for executive officers, and on June 30, 2023, entered into new severance agreements with each Named Executive Officer,
on such form (each, a "Severance Agreement" and collectively, the "Severance Agreements"). The Severance Agreements
superseded and replaced the prior change in control severance agreement in place between the Company and the related Named Executive Officer,
effective as of June 30, 2023. Additionally, a detailed description of the severance benefits each Named Executive Officer is due
to receive based on their Severance Agreement is set forth below under the heading "Named Executive Officer Compensation—Potential
Payments Upon Termination or Change in Control." These agreements were revised on August 12, 2025. The above disclosure refers
to severance agreements as in effect for fiscal 2025.

 These agreements were entered into to achieve
the following objectives: (a) assure the Named Executive Officers' full attention and dedication to the Company, free from
distractions caused by personal uncertainties and risks related to a pending or threatened change in control; (b) assure the Named
Executive Officers' objectivity with respect to stockholders' interests in a change in control scenario; (c) assure the
fair treatment of the Named Executive Officers in the event of a termination without cause or resignation for good reason following a
following a change in control; (d) formalize the Company's historic severance practices in the event of a termination without
cause or resignation with good reason outside of a change in control; and (e) attract and retain key talent during uncertain times.
The agreements are structured so that payments and benefits are provided if there is a qualifying termination of employment ("single
trigger"), either by us (other than for "Cause," disability or death), or by the Named Executive Officer in connection
with a resignation for "Good Reason" (as each term is defined in the Severance Agreements).

 Retirement and Welfare Benefits

 The Named Executive Officers receive the same
welfare benefits as those received by our employees generally, including medical, dental, life, disability and accident insurance.

 The Named Executive Officers are eligible on the
same basis as our employees generally to participate in the Company's 401(k) plan. The value of the Named Executive Officers'
401(k) balances depends solely on the performance of investment alternatives selected by the applicable Named Executive Officer from
among the alternatives offered to all participants. All investment options in the 401(k) are market-based, meaning there are no "above-market"
or guaranteed rates of return.

 The Company match was made in Common Stock to
help the Company manage its cash position as it emerged from the impacts of COVID-19. The stock match was replaced with a cash match,
effective January 1, 2024. The Company made the decision to temporarily discontinue the cash matching program on August 1, 2024,
and the Company does not currently have a 401(k) matching program.

 Perquisites

 We believe that offering certain limited perquisites
facilitates the operation of our business, allows our Named Executive Officers to better focus their time, attention and capabilities
on our business, and assists the Company in recruiting and retaining key executives. We also believe that the perquisites offered to our
Named Executive Officers are generally consistent with practices among companies in our peer group.

 It is the Company's and the Compensation
Committee's intention to continually assess business needs and evolving practices to ensure that perquisite offerings are competitive
and reasonable.

 Compensation Policies and Practices

 Stock Ownership Guidelines

 The Board has adopted Stock Ownership Guidelines
to further align the interests of the Company's executive officers with the interests of the Company's stockholders. Under
the stock ownership guidelines, an executive officer is not permitted to sell any shares of Common Stock received as a result of grants
under the Company's long-term incentive plans unless the executive officer achieves and maintains the applicable threshold share
ownership level set forth in the table below. Further, under the stock ownership guidelines, a non-employee director is expected to own
and hold during his or her service as a Board member a number of shares of Common Stock with a value of at least four times his or her
annual cash retainer for service on the Board, and is not permitted to sell any shares of Common Stock received as grants under the Company's
long-term incentive plans unless and until the non-employee director achieves and maintains this threshold share ownership level.

 Shares of Common Stock that count toward satisfaction
of these guidelines include: (i) shares of Common Stock owned outright by the executive officer or non-employee director and his
or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock or restricted
stock units (whether or not the restrictions have lapsed); (iii) shares of Common Stock held in trust for the benefit of the executive
officer or non-employee director or his or her family; and (iv) shares of Common Stock issuable under vested options held by the
executive officer or non-employee director.

 Position

 Value
 of Shares Owned

 Chief Executive Officer

 4x Base Salary

 Other Executive Officers

 2x Base Salary

 Non-Employee Directors

 4x Annual Cash Retainer

 Clawback Policy on Executive Compensation in Restatement Situations

 In August 2023, for purposes of compliance
with Section 10D of the Exchange Act and the Nasdaq listing standards, the Compensation Committee approved the Company's Amended
and Restated Policy on Executive Compensation in Restatement Situations (the "Clawback Policy"). The Clawback Policy provides
that, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with
any financial reporting requirement under the federal securities laws, the Company will recover (on a pre-tax basis) the amount of incentive-based
compensation received by its current and former executive officers in excess of the amount of incentive-based compensation that would
have been received had it been determined based on the restated amount, subject to limited exceptions.

 Accounting Standards

 Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) Topic 718 requires us to recognize an expense for the fair value of share-based compensation awards. Grants
of stock options, restricted stock and PBRSUs under the Company's long-term incentive plans are accounted for under FASB ASC Topic
718. The Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection
with decisions that relate to our long-term incentive program. As accounting standards change, the Company may revise certain programs
to appropriately align accounting expenses of our share-based compensation awards with our overall executive compensation philosophy and
objectives.

 Summary Compensation Table

 The following table sets forth summary information
concerning compensation awarded to, earned by, or paid to each of our Named Executive Officers for all services rendered in all capacities
to the Company and its subsidiaries in the last three fiscal years. For a complete understanding of the table, please read the footnotes
and narrative disclosures that follow the table.

 Name and Principal
 Position

 Year

 Salary ($)

 Bonus ($)

 Stock
 Awards ($)

 ($)

 Non-Equity
 Incentive Plan
 Compensation ($)

 All Other
 Compensation ($)

 Total ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 2025

 -

 852,000

 -

 303,300

 -

 1,605,300

 2024

 346,538

 -

 1,499,296

 -

 -

 100,086

 1,945,920

 Vance Fisher (1)

 2025

 -

 836,998

 -

 185,760

 -

 1,422,758

 2025

 316,616

 -

 234,300

 -

 162,540

 -

 713,456

 Vice President, General Counsel, Secretary and

 2024

 315,000

 157,500

 217,800

 -

 -

 23,470

 713,770

 Chief Compliance Officer

 2023

 310,961

 -

 224,998

 -

 -

 16,759

 552,718

 (1) Mr. Fisher joined the Company as Chief Financial Officer, effective June 10, 2024. Because Mr. Fisher did not qualify as one of the Company's NEOs for fiscal 2024 under Item 402(m) of Regulation S-K, disclosure of his fiscal 2024 compensation is excluded.

 Salary (Column C)

 The amounts reported in column C represent base
salaries earned by each of the Named Executive Officers for the fiscal year indicated, prorated based on applicable start dates during
the fiscal year or the dates of resignation or termination. The amounts shown include amounts contributed by the employee to the Company's
401(k) Plan.

 Bonus (Column D)

 The amounts reported in column D represent bonuses
received by Mr. Vitemb during fiscal 2024in connection with his entry into a Retention Agreement with the Company, pursuant to which
he received $157,500 as a one-time cash payment on September 13, 2023 following execution of the agreement.

 Stock Awards (Column E)

 The amounts in column E include the aggregate
grant date fair value of the annual RSU and/or PBRSU awards, as applicable, received by such Named Executive Officer for each reported
fiscal year. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 14 to our audited consolidated
financial statements for the fiscal year ended June 30, 2025 included in our 2024 Form 10-K, except that, as required by applicable
SEC rules, we did not reduce the amounts in this column for any forfeitures relating to service-based (time-based) vesting conditions.

 For annual PBRSU awards in each of fiscal 2025,
fiscal 2024 and fiscal 2023, we have reported the fair value of the award based upon the probable satisfaction of the performance conditions
as of the grant date. The maximum aggregate grant date fair value that would have been received if the highest level of performance was
achieved in fiscal 2025 would have been $852,000 for Mr. Moore, $873,996.70 for Mr. Fisher and $234,300 for Mr. Vitemb.
These amounts do not reflect the Company's expense for accounting purposes for these awards, and do not represent the actual value
that may be realized by the Named Executive Officers. For further information on these awards, see the Grants of Plan-Based Awards Table
and Outstanding Equity Awards at Fiscal Year-End Table in this Amendment.

 Non-Equity Incentive Plan Compensation (Column G)

 The amounts reported in column G represent the
aggregate dollar value of the annual incentives earned by the Named Executive Officers under the 2017 Plan for fiscal 2022 under the short-term
incentive plan for the relevant fiscal year. As a result of the Company's failure to achieve threshold levels of performance in
fiscal 2024 and fiscal 2025, no payouts are reported for any of the Named Executive Officers during those periods. In accordance with
SEC rules, the actual annual incentive amounts earned by the Named Executive Officers are reflected in the Summary Compensation Table
in the fiscal year earned, even though these annual incentive amounts are paid in the subsequent fiscal year.

 All Other Compensation (Column H)

 The amounts reported in column H include the following:

 All Other Compensation (1)

 Name

 Year

 Company
 Contributions to
 401(k) Plan ($) (2)

 Relocation
 Expense ($)

 Payments Under
 Severance
 Agreements ($)

 2025

 -

 -

 -

 2024

 4,570

 95,515
 (3)

 -

 2025

 -

 -

 -

 2025

 -

 -

 -

 Vice President, General Counsel, Chief Compliance Officer

 2024

 23,470

 -

 -

 and Secretary

 2023

 16,759

 -

 -

 (1)

 Except as set forth in the table, the total value of all perquisites
and other personal benefits received by each of our Named Executive Officers did not exceed $10,000 in fiscal 2025 and has been excluded
from the table.

 (2)

 Represents the Company's contribution under the
401(k) including the Company matching contribution and the Qualified Non-elective Contribution (QNEC). Company contributions (and
any earnings thereon) are 100% vested. The QNEC contributions were made in Common Stock.

 (3)

 The figure presented in
this column for Mr. Moore reflects relocations expenses paid on behalf of the Company in connection with Mr. Moore's
move from New York to Texas.

 Total Compensation (Column I)

 The amounts reported in column I are the sum of
columns C through H for each of the Named Executive Officers.

 Fiscal 2025 Grants of Plan-Based Awards

 The following table sets forth, for each of our
Named Executive Officers, the plan-based awards granted to each of our Named Executive Officers during fiscal 2025.

 Estimated
 Future Payouts Under

 Non-Equity Incentive Plan

 Estimated
 Future Payouts Under

 Equity Incentive Plan Awards (1)

 All Other

 Stock

 Awards:

 Number of

 Shares of

 All Other

 Awards:

 Number of Securities

 Exercise

 or Base

 Price of

 Grant Date

 Fair Value of

 Stock and

 Name

 and Award Type

 Grant

 Date

 ($) (3)

 Target

 ($) (3)

 ($) (3)

 (#)

 Target

 (#)

 (#)

 Stock
 or Units (#)

 Underlying
 Options (#)

 ($/Sh)

 Awards (2)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 (k)

 (l)

 President and Chief Executive
 Officer

 RSU

 -

 -

 -

 -

 -

 -

 200,000

 -

 -

 426,000

 PBRSU

 -

 -

 -

 200,000

 -

 -

 -

 426,000

 RSU

 07/01/2024

 -

 -

 -

 -

 60,000

 -

 -

 150,000

 PBRSU

 07/01/2024

 -

 -

 -

 -

 120,000

 120,000

 -

 -

 -

 300,000

 RSU

 07/01/2024

 -

 -

 -

 -

 -

 -

 40,000

 -

 -

 100,000

 PBRSU

 -

 -

 -

 -

 134,741 1

 269,482

 -

 -

 -

 286,998

 Vice President, General Counsel,
 Secretary and Chief Compliance Officer

 RSU

 -

 -

 -

 -

 -

 -

 55,000

 -

 -

 117,150

 PBRSU

 -

 -

 -

 -

 55,000

 110,000

 -

 -

 -

 117,150

 (1)
 Represents
PBRSU awards granted to our Named Executive Officers in fiscal 2025 which cliff vest as described above based upon achievement of FCF
and price hurdle goals and for the performance period of July 1, 2025 through June 30, 2027, except for the grant of 120,000
PBRSUs to Vance Fisher which vest upon the achievement of the stock price target described above.

 (2)
 Reflects
the grant date fair value of restricted stock and PBRSU awards computed in accordance with FASB ASC Topic 718. A discussion of the assumptions
used in calculating the amounts in this column may be found in Note 14 to our audited consolidated financial statements for the fiscal
year ended June 30, 2025, included in our 2025 Form 10-K, except that, as required by applicable SEC rules, we did not reduce
the amounts in this column for any risk of forfeiture relating to service-based (time-based) vesting conditions. The amount reported
for PBRSU awards is based upon the probable satisfaction of the performance conditions as of the grant date.

 (3)
 Represents
annual cash incentive opportunities under the Short-Term Cash Incentive Program based on the Company's achievement of certain metrics,
as determined by the Compensation Committee. Our Named Executive Officers received no cash payout under the Short-Term Cash Incentive
Program in fiscal 2025. Annual cash incentive awards earned by our Named Executive Officers for performance in respect of a fiscal year
are paid during the subsequent fiscal year. Such earned awards are included in the "Non-Equity Incentive Plan Compensation"
column of the Summary Compensation Table.

 1 Mr. Fisher's
offer letter did not contain a floor price in connection with this grant that was applicable to other NEOs. Due to an administrative
error, the floor price was initially applied to this grant, but this was corrected at a later date.

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth summary information
regarding the outstanding equity awards at June 30, 2025 granted to each of our Named Executive Officers.

 Stock

 Name

 and Award
 Type

 Number
 of Securities Underlying Unexercised Options (#) Exercisable (1)

 Number
 of Securities Underlying Unexercised Options (#) Unexercisable (1)

 Equity
 Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 Exercise Price ($)

 Expiration Date

 Number
 of Shares or Units of Stock That Have Not Vested (#) (2)

 Market
 Value of Shares or Units of Stock That Have Not Vested ($) (3)

 Equity
 Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)

 Equity
 Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

President
 and Chief Executive Officer

 RSU Inducement Award

 -

 -

 -

 -

 -

 16,611

 22,757

 -

 -

 FY 2024 RSU

 -

 -

 -

 -

 -

 25,157

 34,465

 -

 -

 FY 2024 RSU

 -

 -

 -

 -

 -

 30,000

 41,100

 -

 -

 FY 2024 RSU

 -

 -

 -

 -

 -

 61,308

 83,992

 -

 -

 FY 2025 RSU

 -

 -

 -

 -

 -

 200,000

 274,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 45,000

 61,650

 -

 -

 -

 -

 -

 -

 -

 91,961

 125,987

 -

 -

 -

 -

 -

 -

 -

 122,615

 167,983

 FY 2025 PBRSU

 -

 -

 -

 -

 -

 -

 -

 200,000

 274,000

 Vance Fisher (5)
Chief
 Financial Officer

 FY 2025 RSU

 -

 -

 -

 -

 -

 60,000

 54,800

 -

 -

 FY 2025 RSU

 -

 -

 -

 -

 -

 40,000

 36,534

 -

 -

 -

 -

 -

 -

 -

 -

 -

 120,000

 164,400

 -

 -

 -

 -

 -

 -

 -

 134,741

 184,595

Vice President,
 General Counsel, Secretary and Chief Compliance Officer

 FY 2023 RSU

 -

 -

 -

 -

 -

 5,860

 8,028

 -

 -

 FY 2023 CRSU

 -

 -

 -

 -

 -

 5,860

 8,028

 -

 -

 FY 2024 RSU

 -

 -

 -

 -

 -

 30,000

 41,100

 -

 -

 -

 -

 -

 -

 -

 -

 -

 45,000

 61,650

 FY 2025 RSU

 -

 -

 -

 -

 -

 55,000

 75,350

 -

 -

 FY 2025 PBRSU

 -

 -

 -

 -

 -

 -

 -

 55,000

 75,350

 (1)
 Stock
options vest in equal ratable installments on each of the first three anniversaries of the date of grant, contingent on continued employment
through the applicable vesting date, and subject to accelerated vesting in certain circumstances.

 (2)
 Restricted
stock units vest in equal ratable installments on each of the first three anniversaries of the date of grant, contingent on continued
employment through the applicable vesting date, and subject to accelerated vesting in certain circumstances.

 (3)
 The
market value was calculated by multiplying the closing price of our Common Stock on June 30, 2025 ($1.37) by the number of shares
of Common Stock underlying the unvested RSUs or PBRSUs.

 (4)
 PBRSU
awards cliff vest following the expiration of the three-year performance period upon the certification by the Compensation Committee
of the Company's achievement of performance goals for the three-year performance, subject to certain continued employment conditions
and subject to the acceleration provisions of the 2017 Plan and restricted stock unit award agreement. At the end of the three-year performance
period, the number of PBRSUs that actually vest will be 0% to 200% of the target amount, depending on the extent to which the Company
meets or exceeds the achievement of those performance goals measured over the full three-year performance period, with payouts for performance
between threshold and target, and between target and maximum determined by reference to a matrix established by the Compensation Committee.
The target number of PBRSUs is presented in the table.

 Option Exercises and Stock Vested During Fiscal 2025

 Option Awards

 Stock Awards

 Name

 Number of Shares
 Acquired on
 Exercise (#)

 Value Realized
 on Exercise ($)

 Number of Shares
 Acquired on Vesting (#)

 Value Realized
 on Vesting ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 -

 -

 66,356

 141,284

 -

 -

 -

 -

Vice President, General Counsel, Secretary and Chief Compliance Officer

 -

 -

 51,893

 110,174

 Pension Benefits

 None of our Named Executive Officers are entitled
to payments or other benefits at, following, or in connection with retirement.

 Change in Control and Termination Arrangements

 The Company previously entered into change in
control severance agreements with each of the Named Executive Officers. On June 30, 2023, Messrs. Moore and Vitemb (each, an
"Executive") entered into Severance Agreements with the Company on the revised form approved by the Compensation Committee,
each of which superseded and replaced the prior change in control severance agreement in place between the Company and the related Executive,
effective as of June 30, 2023. On June 10, 2024 Mr. Fisher entered into a Severance Agreement with the Company on the revised
form approved by the Compensation Committee, effective as of June 10, 2024. These agreements were revised on August 12, 2025.
The above disclosure refers to severance agreements as in effect for fiscal 2025.

 Severance Agreements

 Under the Severance Agreements, if an Executive
is terminated other than for "Cause" (as defined below) or resigns for "Good Reason" (as defined below) (each,
a "Qualifying Termination"), in each case during the period beginning on the effective date of a "Change in Control"
(as defined below) and ending on the first anniversary of such date (such period, the "Change in Control Period"), then such
Executive will be eligible to receive the following severance benefits (less applicable tax withholdings), as further described in and
payable pursuant to the terms of the related Severance Agreement:

 Accrued benefits, including earned but unpaid
salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum on the first regular
pay date following the Executive's separation from service;

 A payment of an amount equal to two (2) times
the sum of base salary and the amount the executive would pay on an annual basis for COBRA, payable in a lump sum within the fifteen (15)
day period following the Qualifying Termination;

 A lump sum payment equal to a pro-rated portion
of target bonus, payable in a lump sum within the fifteen (15) day period following the Qualifying Termination; and

 Up to $20,000 in outplacement services.

 If an Executive experiences a Qualifying Termination
outside of the Change in Control Period, then such Executive will be eligible to receive the following severance benefits (less applicable
tax withholdings), as further described in and payable pursuant to the terms of the related Severance Agreement:

 Accrued benefits, including earned but unpaid
salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum payment on the first
regular pay date following the Executive's separation from service, subject to the limitations described in the related Severance
Agreement;

 An amount equal to the sum of base salary and
the amount the executive would pay on an annual basis for COBRA, payable in regular bi-weekly installments on the Company's regular
pay dates, commencing on the first regular pay date following the Executive's separation from service; and

 A payment equal to a pro-rated portion of annual
bonus based on actual performance, payable on the date such payments are made to similarly situated employees, but in no event later than
September 15 of the year following such Executive's separation from service.

 To receive the severance benefits above upon a
Qualifying Termination, the Executive must sign and not revoke a general release of claims in favor of the Company by the deadline set
forth in the related Severance Agreement.

 In addition, if an Executive experiences a separation
from service on account of death or disability, then such Executive or such Executive's estate, as applicable, will be eligible
to receive the following severance benefits (less applicable tax withholdings), as further described in and payable pursuant to the terms
of the related Severance Agreement:

 Accrued benefits, including earned but unpaid
salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum payment on the sixtieth
(60 th) calendar day following the Executive's separation from service; and

 A payment in an amount equal to twelve times
the monthly cost for COBRA, payable in a lump sum payment on the sixtieth (60 th) calendar day following the Executive's
separation from service.

 If any of the payments provided for under the
Severance Agreements or otherwise payable to any Executive would constitute "parachute payments" within the meaning of Section 280G
of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then
such Executive will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the
benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such Executive.

 The Severance Agreements each have a one-year
term and provide for automatic renewal for additional one-year periods thereafter, unless the Company or the related Executive provides
notice of non-renewal to the other party.

 For purposes of the Severance Agreements:

 A "Change in Control" generally will
be deemed to have occurred at any of the following times:

 o
 Upon the acquisition by any person, entity or group of beneficial ownership of 50% or more of either the
then-outstanding Common Stock or the combined voting power of the Company's then-outstanding securities entitled to vote generally
in the election of directors;

 o
 Upon the approval of the stockholders of the Company of a reorganization, merger, consolidation, complete
liquidation, or dissolution of the Company, the sale or disposition of all or substantially all of the assets of the Company or any similar
corporate transaction (other than any transaction with respect to which persons who were the stockholders of the Company immediately prior
to such transaction continue to hold shares of Common Stock representing at least 50% of the outstanding Common Stock of the Company or
such surviving entity or parent or affiliate thereof immediately after such transaction); or

 o
 At the time individuals who were members of the Board at the effective time of the Severance Agreement
(or whose election, or nomination for election, was approved by a vote of at least a majority of the members of the Board at the effective
time of the Severance Agreement, but excluding any such individual whose initial election or assumption of office occurs as a result of
either an actual or threatened election contest) cease for any reason to constitute at least a majority of the Board.

 "Cause" means (a) the willful
and continued failure of the executive to perform the executive's material job duties with the Company and/or its subsidiaries (other
than any such failure resulting from becoming disabled), after a written demand for substantial performance is delivered to the executive
by the Company which specifically identifies the manner in which the Company believes that the executive has not substantially performed
the executive's duties and the executive has had an opportunity for thirty (30) days to cure such failure after receipt of such
written demand; (b) engaging in an act (whether by act or omission) of willful misconduct, fraud, embezzlement, misappropriation
or theft which results in damage to the Company and/or its subsidiaries; (c) conviction of the executive of, or the executive pleading
guilty or nolo contendere to, a felony (other than a violation of a motor vehicle or moving violation law) or a misdemeanor if such misdemeanor
(A) is reasonably expected to or actually causes material damage to the Company and/or its subsidiaries; or (B) involves the
commission of a criminal act against the Company and/or its subsidiaries; or (d) the breach by the executive of any material provision
of, or inaccuracy in any material respect of any representation made by the executive in, the Company's policies or any agreement
to which the executive is party with the Company or its affiliates, that is not cured within thirty (30) days of written notice from the
Company setting forth with reasonable particularity such breach or inaccuracy, provided that, if such breach or inaccuracy is not capable
of being cured within 30 days after receipt of such notice, the executive shall not be entitled to such cure period.

 "Good Reason" means, without the
executive's consent: (a) a material reduction in the executive's base salary, other than pursuant to a reduction applicable
to all executives or employees of the Company generally; (b) a move of the executive's primary place of work more than fifty
(50) miles from its current location; or (c) a material diminution in the executive's normal duties and responsibilities, including,
but not limited to, the assignment without the executive's consent of any diminished duties and responsibilities which are inconsistent
with the executive's positions, duties and responsibilities with the Company and/or its subsidiaries on the date of the Severance
Agreement, or a materially adverse change in the executive's reporting responsibilities or titles as in effect on the date of the
Severance Agreement, or any removal of the executive from or any failure to re-elect the executive to any of such positions, except in
connection with the termination of the executive's employment for Cause or upon death, the executive becoming disabled, voluntary
resignation or other termination of employment by the executive without Good Reason; provided that, in each case, the executive must provide
at least thirty (30) days' prior written notice of termination for Good Reason within thirty (30) days after the occurrence of the
event that the executive claims constitutes Good Reason, and the Company shall have the opportunity to cure such circumstances within
thirty (30) days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the 30-day
cure period following receipt by the Company of the executive's written notice expires and the Company shall not have cured such
circumstances, and in such case the executive's employment shall terminate for Good Reason on the day following expiration of such
30-day notice period.

 In the event of a Named Executive Officer's
termination of employment other than for "Cause" or due to death or "Disability", or in the event of a Named Executive
Officer's "Resignation for Good Reason" (each, as defined in the Severance Agreements), in each case, in connection
with a Change in Control or Threatened Change in Control, each of the Named Executive Officers will be entitled to the payments and benefits
shown in the tables below.

 Potential Payments Upon Termination or Change in Control

 The following table sets forth the estimated payments
and benefits that would be provided to our Named Executive Officers upon termination or a change in control, assuming the trigger event
took place on June 30, 2025. The actual amount of payments and benefits can only be determined at the time of such a termination
or change in control, and therefore the actual amounts may vary from the estimated amounts in the tables below. Descriptions of how such
payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments
or benefits and other material factors regarding such agreements, as well as other material assumptions that we have made in calculating
the estimated compensation, follow these tables.

 Name

 Termination
 Without Cause or

 Resignation for Good Reason

 Outside of Change in Control

 Period (1)

 Termination
 Without Cause or

 Resignation for Good Reason

 Within Change in Control

 Period (2)

 Termination for Cause or

 Resignation Absent
 Good

 Reason

 Base Salary Continuation (3)

 900,000

 Annual Incentive Payments (4)

 Value of Accelerated Stock Options

 Value of Accelerated Restricted Stock Units

 456,313

 Value of Accelerated PBRSUs (5)

 629,619

 Health and Dental Insurance

 30,632

 61,264

 Outplacement Services

 20,000

 Total Pre-Tax Benefit

 480,632

 2,067,196

 Base Salary Continuation (3)

 800,000

 -

 Annual Incentive Payments (4)

 -

 Value of Accelerated Stock Options

 -

 Value of Accelerated Restricted Stock Units

 137,000

 -

 Value of Accelerated PBRSUs

 -

 348,995

 -

 Health and Dental Insurance

 18,681

 37,363

 -

 Outplacement Services

 20,000

 -

 Total Pre-Tax Benefit

 418,681

 1,343,358

 -

Vice President, General Counsel, Secretary and Chief Compliance Officer

 Base Salary Continuation (3)

 350,000

 700,000

 Annual Incentive Payments (4)

 Value of Accelerated Stock Options

 Value of Accelerated Restricted Stock Units

 124,478

 Value of Accelerated PBRSUs (5)

 137,000

 Health and Dental Insurance

 28,818

 57,637

 Outplacement Services

 20,000

 Total Pre-Tax Benefit

 378,818

 1,039,115

 (1)
 "Change
in Control Period" has the meaning set forth in the Severance Agreements.

 (2)
 "Change in Control Period" has the meaning set forth
in the Severance Agreements.

 (3)
 Amounts include Named Executive Officer's base salary
as well as amounts such Named Executive Officer would pay on an annual basis for COBRA.

 (4)
 Because the Company did not meet its fiscal 2025 adjusted EBITDA
target, no annual incentives are payable pursuant to the Severance Agreements.

 (5)
 This row reports the intrinsic value of unvested portions of
the Named Executive Officer's PBRSUs that would accelerate in the scenarios described above. This value is calculated by multiplying
$1.37 (the closing price of our Common Stock as reported by the Nasdaq Global Select Market on June 30, 2025, the hypothetical acceleration
date) by the number of PBRSUs subject to the accelerated portion of the award.

 Value of Accelerated Vesting of Equity Awards

 Under the terms of the Named Executive Officers'
outstanding awards, in the event of death or "Disability" (as defined in the applicable plan):

 a pro rata portion of any unvested restricted
stock units will vest; and

 outstanding PBRSU awards will remain outstanding
and the participant will be eligible to earn a pro-rata portion of the number of PBRSU awards that would have been earned based on actual
performance through the end of the performance period (amounts shown in the tables above assume 100% of the target PBRSU awards were earned
at the end of the performance period).

 Under the applicable award agreement, if a Change
in Control (as defined in the applicable plan) occurs and a participant's awards are not continued, converted, assumed or replaced
by the Company or a parent or subsidiary of the Company, or a Successor Entity (as defined in the applicable plan), such awards will become
fully exercisable and/or payable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to
such Change in Control. In the case of PBRSU awards, the vested shares will be a prorated number of the target PBRSU awards. The amounts
in the tables above assume all awards were continued, converted, assumed, or replaced in connection with a Change in Control.

 If there is a Change in Control and the Named
Executive Officer's employment is terminated by the Company without Cause or by the participant for Good Reason, in either case,
within twenty-four months following the Change in Control:

 100% of any unvested restricted stock or restricted
stock units will vest; and

 the target number of PBRSU awards will be deemed
to have immediately vested as of the date of termination of service.

 The value of accelerated awards shown in the tables
above was calculated using the closing price of our Common Stock on June 30, 2025 ($1.37).

 Under the applicable plan, the Plan Administrator
also has discretionary authority regarding accelerated vesting of awards in certain circumstances. The amounts in the tables above assume
such discretionary authority was not exercised.

 Company Benefit Plans

 The tables and discussion above do not reflect
the value of accrued and unused paid days off, disability benefits under the Company's group health plan, the value of retiree medical,
vision and dental insurance benefits, and group life insurance, if any, that would be paid and/or provided to each Named Executive Officer
following termination of employment, because, in each case, these benefits are generally available to all regular Company employees similarly
situated in age, years of service and date of hire and do not discriminate in favor of the Named Executive Officers.

 CEO to Median Employee Pay Ratio

 In accordance with
applicable SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation
of our other employees, excluding our CEO. For fiscal 2025, as calculated in accordance with the requirements of Item 402(c)(2)(x) of
Regulation S-K, the annual total compensation of our CEO was $1,605,300 as disclosed in the "Summary Compensation Table",
the median of the annual total compensation of our employees other than the CEO was $ 56,160, and the ratio of our CEO's
annual total compensation to the median of the annual total compensation of our other employees was 28.6 to 1.

 We believe the ratio presented above is a reasonable
estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on total direct
compensation paid to all of our employees (consisting of approximately 865individuals active as of June 30, 2025) for the fiscal
year ended June 30, 2025. Total direct compensation was calculated using internal human resources records and included base salary
(wages earned based on our payroll records), cash incentive awards earned for the period, and the annual grant date fair value of long-term
incentive awards during fiscal 2025.

 Because the SEC rules for identifying the
median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety
of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices,
the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different
employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their
own pay ratios.

 Pay Versus Performance

 As required by Item 402(v) of Regulation
S-K, the following table sets forth (i) total compensation paid to Mr. Maserang, our former principal executive officer ("PEO"),
and Mr. Moore, our current PEO, for the last four fiscal years presented, as set forth in our Summary Compensation Table ("SCT"),
(ii) CAP to our PEO, (iii) average total compensation paid to our other NEOs, excluding Mr. Maserang and Mr. Moore,
as set forth in the SCT for such fiscal year, and (iv) average CAP to our other NEOs, in each case as calculated in accordance with
Item 402(v) of Regulation S-K, and (v) certain Company performance measures for the periods indicated. Compensation actually
paid, or "CAP," is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually
received by our named executive officers. The Compensation Committee does not utilize CAP as a basis for making compensation decisions.
We are also permitted to report as a "smaller reporting company" as defined under the U.S. federal securities laws. Accordingly,
we have not included a tabular list of financial performance measures, and the table below does not include a column for a "Company-Selected
Measure" as defined in Item 402(v) of Regulation S-K. For further information concerning our compensation philosophy and how
we align executive compensation with our performance, please refer to the Compensation Discussion & Analysis.

 Pay Versus Performance Table

 Year (1)

 Summary

 Table Total

for PEO
 (former)

 Summary

 Table Total

for PEO
 (current)

 Compensation Actually Paid to PEO (former) (2)(3)
 ($)

 Actually Paid

 to PEO

 (current) (2)(3)
 ($)

Summary

Table Total

for Non-PEO

NEOs

($)

 Actually Paid

 to Non-PEO

 NEOs (2)(3)
 ($)

 Value of Initial Fixed $100 Investment Based on TSR
 ($)

 Net

Income

 (GAAP) (4)
 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 2025

 -

 1,605,300

 -

 751,673

 1,068,264

 475,908

 18.66

 (14,516
)

 2024

 1,251,899

 1,945,920

 425,268

 1,882,628

 613,975

 634,881

 36.51

 (3,875
)

 2023

 2,214,740

 -

 201,865

 -

 700,306

 307,900

 37.74

 (79,180
)

 (1)
 The NEOs included in the above table for each covered fiscal year are as follows:

 Year

 1st PEO

 2nd PEO

 Non-PEO NEOs

 2025

 N/A

 Jared G. Vitemb and Vance Fisher

 2024

 D. Deverl Maserang II

 Jared G. Vitemb and Tom Bauer

 2023

 D. Deverl Maserang II

 N/A

 Scott R. Drake, Amber D. Jefferson, Ruben E. Inofuentes, Maurice S.J. Moragne and Jared G. Vitemb

 (2)
 The following table details the applicable adjustments that were made to determine compensation actually
paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item
402(v) of Regulation S-K. To determine CAP, the amounts reported in the "Total" column of the SCT for the applicable
year were adjusted as follows:

 2025

 2024

 2023

 PEO
 ($)

 Non-PEO

NEOs
 ($)

 PEO
 ($)

 Non-PEO

NEOs
 ($)

 PEO
 ($)

 Non-PEO

NEOs
 ($)

 Summary Compensation Table (SCT) Total

 1,605,300

 1,068,264

 1,645,024

 613,975

 2,214,740

 700,306

 Less Stock Award Value Reported in SCT for the Covered Year

 852,000

 1,071,198

 (1,458,931
)

 (217,800
)

 (1,499,994
)

 (294,996
)

 Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year

 548,000

 636,695

 1,230,624

 241,200

 649,216

 103,429

 Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years

 (514,374
)

 (128,953
)

 –

 (3,278
)

 (461,188
)

 (37,495
)

 Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year

 –

 –

 –

 –

 Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year

 (35,253
)

 (28,900
)

 (34,521
)

 (700,909
)

 (52,201
)

 Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year

 –

 –

 (956,928
)

 –

 (111,143
)

 CAP

 751,673

 475,908

 425,268

 634,881

 201,865

 307,900

 Current CEO - John E. Moore III

 2025

 PEO
 ($)

Non-

PEO NEOs

 ($)

 Summary Compensation Table (SCT) Total

 1,605,300

 1,068,264

 Less Stock Award Value Reported in SCT for the Covered Year

 (852,000
)

 (1,071,198
)

 Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year

 548,000

 636,695

 Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years

 (514,374
)

 (128,953
)

 Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year

 –

 –

 Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year

 (35,253
)

 (28,900
)

 Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year

 –

 –

 CAP

 751,673

 475,908

 (3)
 The
assumptions we used to calculate the values for restricted stock performance and performance share awards included in the calculation
of "compensation actually paid" did not differ materially from those used to calculate grant date fair value for such awards.

 (4)
 Values
shown are in thousands.

 Relationship Between Pay and Performance

 The graph below reflects, for each fiscal year
presented, the relationship between the compensation actually paid to our PEO and non-PEO NEOs (on average), and the Company's cumulative
indexed TSR:

 The graph below reflects, for each fiscal year
presented, the relationship between the compensation actually paid to our PEO and our non-PEO NEOs (on average) and the Company's
net income (loss).

 Director Compensation

 Non-Employee Director Compensation

 The compensation program for our non-employee
directors is intended to fairly compensate our non-employee directors for the time and effort required of a director given the size and
complexity of the Company's operations. Portions of the compensation program utilize our stock in order to further align the interests
of the directors with all other stockholders of the Company and to motivate the directors to focus on the long-term financial interest
of the Company. Directors who are Company employees are not paid any additional fees for serving on the Board or for attending Board meetings.

 The Company's non-employee director compensation
program is as follows:

 Form of Non-Employee

 Director Compensation

 Director Compensation
 Program

 Annual Board Cash Retainer

 $60,000

 Committee Chair Cash Retainer

 $10,000
 for Nominating and Corporate Governance Committee

 $15,000
 for Compensation Committee

 $20,000
 for Audit Committee

 Non-Chair Committee Cash Retainer

 $7,500
 for Compensation Committee and Nominating and Corporate Governance Committee

 $10,000
 for Audit Committee

 Chairman of the Board Cash Retainer

 $75,000

 Meeting Fees

 $2,000, only paid for Board or
 committee meetings in excess of seven in a fiscal year

 Annual Equity Award Value

 $95,000

 Expense Reimbursement

 Payment or reimbursement of reasonable
 travel expenses from outside the greater Dallas-Fort Worth area, in accordance with Company policy, incurred in connection with attendance
 at Board and committee meetings, as well as payment or reimbursement of amounts incurred in connection with director continuing education

 Other

 Ad hoc committee fees are determined
 from time to time by the Board, as needed

 The annual grant of restricted stock is generally
made on the date on which the Company holds its annual meeting of stockholders or such other date as the Board may determine, in each
case, subject to any blackout period under the Company's insider trading policy. In fiscal 2025, the annual grant of restricted
stock units were made on February 7, 2025. Each of Shaun Mara, David A. Pace, Bradley L. Radoff, Waheed Zaman Robinson and Terence
C. O'Brien received a grant of 38,000 RSUs based on a $2.50 floor price—a opposed to the $2.18 closing price—per share
of our Common Stock on February 7, 2025 (for an aggregate amount of $82,840). Such grants cliff vest on the earlier of the 2026 Annual
Meeting or the one-year anniversary of the grant date, subject to continued service to the Company through the vesting date and the acceleration
provisions of the 2017 Plan and the restricted stock unit award agreement.

 Stock Ownership Guidelines

 Under the Company's stock ownership guidelines,
a non-employee director is expected to own and hold during his or her service as a Board member a number of shares of Common Stock with
a value of at least four times their annual retainer, and is not permitted to sell any shares of Common Stock received as grants under
the Company's long-term incentive plans unless and until the non-employee director achieves and maintains this threshold share ownership
level.

 Shares of Common Stock that count toward satisfaction
of these guidelines include (to the extent applicable): (i) shares of Common Stock owned outright by the non-employee director and
his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock or
restricted stock units (whether or not the restrictions have lapsed); (iii) shares of Common Stock held in trust for the benefit
of the non-employee director or his or her family; and (iv) shares of Common Stock issuable under vested options held by the non-employee
director.

 Director Compensation Table

 The following table sets forth non-employee director
compensation for fiscal 2025:

 Fees Earned or Paid in
 Cash ($)

 Stock
 Awards($) (1)

 Total ($)

 David A. Pace

 165,500

 248,340

 Bradley L. Radoff

 88,000

 170,840

 Shaun Mara

 45,486

 128,326

 Terence C. O'Brien

 67,500

 150,340

 95,500

 178,340

 (1)
 Represents
the full grant date fair value of restricted stock granted to each non-employee director in fiscal 2025, computed in accordance with
FASB ASC Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 16 to our audited
consolidated financial statements for the fiscal year ended June 30, 2025, included in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2025, except that, as required by applicable SEC rules, we did not reduce the amounts in this column
for any risk of forfeiture relating to service-based (time-based) vesting conditions.

 Director Indemnification

 Under the Company's Certificate of Incorporation
and By-Laws, the current and former directors are entitled to indemnification and advancement of expenses from the Company to the fullest
extent permitted by Delaware corporate law. The Board has approved a form of Indemnification Agreement ("Indemnification Agreement")
to be entered into between the Company and its directors and officers. The Board may from time to time authorize the Company to enter
into additional indemnification agreements with future directors and officers of the Company.

 The Indemnification Agreements provide, among
other things, that the Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason
of his or her corporate status as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the
Company or of any other enterprise which such person is or was serving at the request of the Company, such indemnitee was, is or is threatened
to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed proceeding, whether formal
or informal, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative
nature, against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her
or on his or her behalf in connection with such proceeding. In addition, the Indemnification Agreements provide for the payment, advancement
or reimbursement of expenses incurred by the indemnitee in connection with any such proceeding to the fullest extent permitted by applicable
law. The Indemnification Agreements also provide that, in the event of a Potential Change in Control (as defined in the Indemnification
Agreements), the Company will, upon request by the indemnitee, create a trust for the benefit of the indemnitee and fund such trust in
an amount sufficient to satisfy expenses reasonably anticipated to be incurred in connection with investigating, preparing for, participating
in or defending any proceedings, and any judgments, fines, penalties and amounts paid in settlement in connection with any proceedings.
The Indemnification Agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may
be entitled, including any rights arising under the Certificate of Incorporation or By-Laws of the Company, or the General Corporation
Law of the State of Delaware. The Company is also obligated to maintain directors' and officers' liability insurance coverage,
including tail coverage under certain circumstances.

 Compensation Committee Report

 The Compensation Committee has reviewed and discussed
the Compensation Discussion and Analysis with management and, based on the review and discussions, recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in this Amendment and incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

 Compensation Committee

 of the Board of Directors

 David A. Pace, Chair

 Terence C. O'Brien

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

 Securities Authorized for Issuance under Equity Compensation Plans

 The following table sets forth information as
of June 30, 2025 with respect to the shares of Common Stock that may be issued upon the exercise of options and other rights under
our existing equity compensation plans and arrangements in effect as of June 30, 2025. The information includes the number of shares
covered by, and the weighted average exercise price of, outstanding options and the number of shares remaining available for future grant,
excluding the shares to be issued upon exercise of outstanding options, warrants and rights.

 Plan Category

 Number of Shares
 to be Issued Upon
 Exercise / Vesting of
 Outstanding
 Options or Rights (2)

 Weighted Average
 Exercise Price of
 Outstanding
 Options (3)

 Number of Shares
 Remaining
 Available for Future
 Issuance (4)

 Equity compensation plans approved by stockholders (1)

 2,061,566

 $
 16.72

 974,480

 Equity compensation plans not approved by stockholders (5)

 213,118

 N/A

 6,246

 Total

 2,274,684

 980,726

 (1)
 Includes
shares issued under the Amended and Restated 2007 Long-Term Incentive Plan, and its predecessor plan, the Farmer Bros. Co. 2007 Omnibus
Incentive Plan (together, the "Prior Plans") and the 2017 Plan. The 2017 Plan succeeded the Prior Plans. On the Effective
Date of the 2017 Plan, the Company ceased granting awards under the Prior Plans; however, awards outstanding under the Prior Plans will
remain subject to the terms of the applicable Prior Plan.

 (2)
 Includes
shares that may be issued upon the achievement of certain financial and other performance criteria as a condition to vesting in addition
to time-based vesting pursuant to PBRSUs granted under the 2017 Plan. The PBRSUs included in the table include the maximum number of
shares that may be issued under the awards. Under the terms of the awards, the recipient may earn between 0% and 200% of the target number
of PBRSUs depending on the extent to which the Company meets or exceeds the achievement of the applicable financial performance goals.

 (3)
 Does
not include outstanding PBRSUs.

 (4)
 The
2017 Plan authorizes the issuance of (i) 3,550,000 shares of Common Stock plus (ii) the number of shares of Common Stock subject
to awards under the Prior Plans that are outstanding as of the Effective Date and that expire or are forfeited, cancelled or similarly
lapse following the Effective Date. Subject to certain limitations, shares of Common Stock covered by awards granted under the 2017 Plan
that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. Shares
of Common Stock granted under the 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.
In no event will more than 3,550,000 shares of Common Stock be issuable pursuant to the exercise of incentive stock options under the
2017 Plan. The 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options),
stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based
awards to eligible participants. Non-employee directors of the Company and employees of the Company or any of its subsidiaries are eligible
to receive awards under the 2017 Plan. If the Plan Amendment is adopted, the Company's consultants would also be eligible to receive
awards under the 2017 Plan.

 (5)
 Consists
of grants made under the Inducement Award Plan, which in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules ("Rule 5635(c)(4)")
permits grants of up to 300,000 shares of Common Stock to newly hired employees who have not previously been a member of the Board, or
to an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement
to the employee's entering into employment with the Company or its subsidiary. Subject to certain limitations, shares of Common
Stock covered by awards granted under the Inducement Award Plan that are forfeited, expire or lapse, or are repurchased for or paid in
cash, may be used again for new grants under the 2017 Plan. The Inducement Award Plan allows for the grant of non-qualified stock options,
stock appreciation rights, restricted stock, restricted stock units, and dividend equivalents.

 Security Ownership of Certain Beneficial Owners and Management

 The following table sets
forth certain information regarding the beneficial ownership of the Company's voting securities as of October 1, 2025 by (i) each
of our current directors, (ii) each of our executive officers required to be listed pursuant to Item 402 of Regulation S-K, (iii) all
of our current directors and executive officers as a group, and (iv) each person, or group of affiliated persons, known to us to
be the beneficial owner of more than five percent (5%) of our outstanding Common Stock, based on 21,602,012 shares of Common Stock outstanding
as of October 1, 2025.

 The amounts and percentages
of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities.
Under SEC rules, a person is deemed to be a "beneficial" owner of a security if that person has or shares voting power or
investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be
a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that
can be so acquired are not deemed to be outstanding for purposes of computing any other person's percentage. Under these rules,
more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

 Except as otherwise indicated in these footnotes,
each of the individuals or entities listed below has, to our knowledge, sole voting and investment power with respect to the shares of
Common Stock. Unless otherwise indicated below, the address for each natural person listed below is c/o Farmer Bros. Co., 14501 N. Fwy,
Fort Worth, Texas 76177.

 Name of Beneficial Owner

 Amount and Nature

 of Beneficial

 Ownership

 Percent
 of Class (1)

 Non-Employee Directors:

 Shaun Mara

 *

 David A. Pace

 67,137

 *

 Bradley L. Radoff (2)

 455,679

 2.11
 %

 66,251

 *

 Terry O'Brien

 24,189

 *

 Named Executive Officers:

 25,228

 *

 Jared G. Vitemb (3)

 89,787

 *

 John E. Moore III (4)

 147,647

 *

 All directors and current executive officers as a group (8 individuals):

 875,918

 4.05
 %

 Greater than 5% Stockholders:

 Mario J. Gabelli, GAMCO Investors, Inc.
 and Affiliated Parties (5)

 1,541,692

 7.14
 %

 Aron
R. English, and Affiliated Parties (6)

 1,965,797

 9.10
 %

 JDB Investment Consulting, LLC (7)

 1,905,469

 8.83
 %

 Farmer Bros. Co. 401(k) Plan (8)

 1,912,487

 8.85
 %

 * Less than 1%

 (1)
 Percent
of class is calculated based on 21,602,012 outstanding shares of Common Stock, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under
the Exchange Act, as of October 1, 2025 and may differ from the percent of class reported in statements of beneficial ownership
filed with the SEC.

 (2)
 Includes
360,000 shares of Common Stock held directly by Mr. Radoff and 125,000 shares of Common Stock held indirectly by Mr. Radoff
through The Radoff Family Foundation. The principal address of The Radoff Family Foundation is 2727 Kirby Drive, Unit 29L, Houston, Texas
77098.

 (3)
 Includes
33,333 restricted stock units held directly by Mr. Vitemb that will vest within 60 days of October 1, 2025. Also includes 8,547
shares of Common Stock held indirectly by Mr. Vitemb through the Company's 401(k).

 (4)
 Includes 81,666 restricted stock units held directly by Mr. Moore
that will vest within 60 days of October 1, 2025. Also includes 1,480 shares of Common Stock held indirectly by Mr. Moore through
the Company's 401(k). (5) Based solely on an amendment to Schedule 13D filed on February 9,
2024, according to which (i) Mario J. Gabelli may be deemed to beneficially own 1,541,692 of these shares, (ii) Gabelli Funds,
LLC may be deemed to beneficially own 286,583 of these shares, (iii) GAMCO Asset Management, Inc. may be deemed to beneficially
own 779,300 of these shares and (iv) Teton Advisors, Inc. may be deemed to beneficially own 475,809 of these shares. The principal
address of each of the aforementioned parties is One Corporate Center, Rye, New York 10580. (6) Based
solely on an amendment to Schedule 13D filed on August 16, 2024, according to which (i) Aron R. English may be deemed to beneficially
own 1,964,536 of these shares, (ii) 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, and 22NW GP, Inc. may each be deemed to beneficially
own 1,955,526 of these shares, and (iii) Bryson O. Hirai-Hadley may be deemed to beneficially own 1,261 of these shares. The principal
address of each of Aron R. English, 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc. and Bryson O. Hirai-Hadley is 590
1st Ave. S, Unit C1, Seattle, Washington 98104.

 (7)
 Based
solely on an amendment to Schedule 13G filed on July 30, 2025, according to which JDB Investment Consulting, LLC may be deemed to
beneficially own 1,905,469 of these shares. The principal address of the aforementioned party is 4850 Tamiami Trail North – Suite 301,
Naples, FL 34103.

 (8)
 This
information is based on the Company's records and includes 1,912,487 shares of Common Stock that are held in the 401(k) and
allocated to a participant's account ("allocated shares") as of October 1, 2025, and includes 9,937 shares of
Common Stock beneficially owned by the Company's executive officers. The 401(k) Trustee votes allocated shares as directed
by such participant or beneficiary of the 401(k). The present member of the Administrative Committee of the Farmer Bros. Co. Qualified
Employee Retirement Plans (the "Management Administrative Committee"), which administers the 401(k), is Mr. Vitemb.
Each member of the Management Administrative Committee disclaims beneficial ownership of the securities held by the 401(k) except
for those, if any, that have been allocated to the member as a participant in the 401(k). The principal address of the 401(k) is
c/o Farmer Bros. Co., 1912 Farmer Brothers Drive, Northlake, Texas 76262.

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

 Review and Approval of Related Person Transactions

 Under the Company's written Policies and
Procedures for the Review, Approval or Ratification of Related Person Transactions, a related person transaction may be consummated or
may continue only if the Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.
The policy applies to:

 (i) any person who is, or at any time since
the beginning of the Company's last fiscal year was, a director, nominee for director or executive officer of the Company; (ii) any
person who is known to be the beneficial owner of more than 5% of any class of the Company's voting securities; and (iii) any
immediate family member, as defined in the policy, of, or sharing a household with, any of the foregoing persons. For purposes of the
policy, a related person transaction includes, but is not limited to, any financial transaction, arrangement or relationship or any series
of similar transactions, arrangements or relationships, specifically including indebtedness and guarantees of indebtedness and transactions
involving employment, consulting or similar arrangements, between the Company and any of the foregoing persons since the beginning of
the Company's last fiscal year, or any currently proposed transaction in which the Company was or is to be a participant or a party,
in which the amount involved exceeds $120,000, and in which any of the foregoing persons had or will have a direct or indirect material
interest.

 The Company will maintain a related person master
list to assist in identifying related person transactions, which will be distributed by the Company's General Counsel to the Company's
executive officers; the function or department managers responsible for purchasing goods or services for the Company and its subsidiaries;
the director of accounts payable and the director of accounts receivable for the Company and its subsidiaries; and any other persons whom
the Audit Committee, the Chief Compliance Officer or the General Counsel may designate.

 Upon referral by the Chief Compliance Officer,
General Counsel or Secretary of the Company, any proposed related person transaction will be reviewed by the Audit Committee for approval
or disapproval based on the following:

 The materiality of the related person's
interest, including the relationship of the related person to the Company, the nature and importance of the interest to the related person,
the amount involved in the transaction, whether the transaction has the potential to present a conflict of interest, whether there are
business reasons for the Company to enter the transaction, and whether the transaction would impair the independence of any independent
director;

 Whether the terms of the transaction, in the
aggregate, are comparable to those that would have been reached by unrelated parties in an arm's length transaction;

 The availability of alternative transactions,
including whether there is another person or entity that could accomplish the same purposes as the transaction and, if alternative transactions
are available, there must be a clear and articulable reason for the transaction with the related person;

 Whether the transaction is proposed to be undertaken
in the ordinary course of the Company's business, on the same terms that the Company offers generally in transactions with persons
who are not related persons; and

 Such additional factors as the Audit Committee
determines relevant.

 Following review, the Audit Committee will approve
or ratify in writing any related person transaction determined by the Audit Committee to be in, or not inconsistent with, the best interests
of the Company and its stockholders.

 The Audit Committee may impose conditions or guidelines
on any related person transaction, including, but not limited to: (i) conditions relating to on-going reporting to the Audit Committee
and other internal reporting; (ii) limitations on the amount involved in the transaction; (iii) limitations on the duration
of the transaction or the Audit Committee's approval of the transaction; and (iv) other conditions for the protection of the
Company and to avoid conferring an improper benefit, or creating the appearance of a conflict of interest. Any member of the Audit Committee
who has or whose immediate family member has an interest in the transaction under discussion will abstain from voting on the approval
of the related person transaction, but may, if so requested by the Chair of the Audit Committee, participate in some or all of the Audit
Committee's discussions of the related person transaction.

 The Audit Committee will direct the Company's
executive officers to disclose all related person transactions approved by the Audit Committee to the extent required under applicable
accounting rules, Federal securities laws, SEC rules and regulations, and Nasdaq Listing Rules.

 Related Person Transactions

 The Company did not have any related person transactions
in fiscal 2025.

 Director Independence

 At least annually and in connection with any individuals
being nominated to serve on the Board, the Board reviews the independence of each director or nominee, including pursuant to Rule 5605
of the Nasdaq Listing Rules, and affirmatively determines whether each director or nominee qualifies as independent. This review includes
the submission of responses to a thorough questionnaire by each of our directors or director nominees.

 The Board believes that stockholder interests
are best served by having a number of objective, independent representatives on the Board. For this purpose, a director or nominee will
be considered to be "independent" only if the Board affirmatively determines that the director or nominee has no relationship
with respect to the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Additionally, pursuant to Rule 5605 of the Nasdaq Listing Rules, our Board must determine that an independent director has no material
relationship with us other than as a director. The standards specify the criteria by which the independence of our directors will be determined,
including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent
registered public accounting firm. The standards also prohibit Audit Committee members from having any direct or indirect financial relationship
with us and restrict both commercial and not-for-profit relationships between us and each director. We may not give personal loans or
extensions of credit to our directors, and all directors are required to deal at arm's length with us and our subsidiaries, and
to disclose any circumstance that might be perceived as a conflict of interest.

 In making its independence determinations, the
Board reviewed transactions, relationships, behavior and arrangements between each director and nominee, or any member of his or her immediate
family, and us or our subsidiaries based on information provided by the director or nominee, our records and publicly available information.
The Board made the following independence determinations (the transactions, relationships and arrangements reviewed by the Board in making
such determinations are set forth in the footnotes below):

 Status

 John E. Moore, III

 Not Independent (1)

 Terence C. O'Brien

 David A. Pace

 Bradley L. Radoff

 Shaun Mara

 (1)
 Mr. Moore
serves as the Company's President and Chief Executive Officer.

 ITEM 14.
 Principal Accountant Fees and Services

 Audit Committee Report

 The Audit Committee has reviewed and discussed
with management the Company's audited consolidated financial statements as of and for the fiscal year ended June 30, 2025.

 The Audit Committee has discussed with the Company's
independent registered public accounting firm, Grant Thornton LLP ("Grant Thornton") (Dallas, Texas, PCAOB ID Number 248),
the matters required to be discussed by the Statement on Auditing Standards No. 16, "Communications with Audit Committees,"
as adopted by the Public Company Accounting Oversight Board.

 The Audit Committee has received the written disclosures
and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant
Thornton's communications with the Audit Committee concerning independence, and has discussed with Grant Thornton that firm's
independence.

 Based on the reviews and discussions referred
to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above
be included in the Company's 2025 Form 10-K for filing with the SEC.

 Audit Committee of the Board of Directors

 Shaun Mara, Chair

 Bradley L. Radoff

 Independent Registered Public Accounting Firm Fees

 The following table sets forth the aggregate fees
billed by Grant Thornton for fiscal 2024 and 2025, respectively, for audit and non-audit services (as well as all "out-of-pocket"
costs incurred in connection with these services) and are categorized as Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees.
The nature of the services provided in each such category is described following the table. The Audit Committee approved all audit and
permissible non-audit services provided by Grant Thornton in accordance with the pre-approval policies and procedures described below.

 Fiscal
 2025
 Grant
 Thornton

 Fiscal 2024
 Grant
 Thornton

 Audit fees (1)

 $
 779,274

 $
 722,653

 Audit-related fees (2)

 $

 $

 Tax fees (3)

 $

 $

 All other fees (4)

 $

 $

 Total fees

 $
 779,274

 $
 722,653

 (1)
 "Audit
Fees" are fees paid for the audit of the Company's annual consolidated financial statements included in its Form 10-K
and review of financial statements included in the Form 10-Q's, for the audit of the Company's internal control over
financial reporting, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or
engagements. Audit fees for fiscal 2024 and fiscal 2025 consisted of fees associated with the audit of the Company's annual financial
statements, the audit of internal control over financial reporting, the review of the Company's quarterly reports on Form 10-Q,
services associated with SEC registration statements, and accounting advisory services in connection with the impact of new accounting
standards.

 (2)
 "Audit-Related
Fees" represent fees for assurance and related services that are traditionally performed by Grant Thornton. No audit-related fees
were paid to Grant Thornton for fiscal 2024 or fiscal 2025.

 (3)
 "Tax
Fees" are fees for tax compliance, planning, advice and consultation services, including state tax representation and miscellaneous
consulting on federal and state taxation matters. No tax fees were paid to Grant Thornton for fiscal 2024 or fiscal 2025.

 (4)
 No
other fees were paid to Grant Thornton for fiscal 2024 or fiscal 2025.

 Pre-Approval of Audit and Non-Audit Services

 Under the Farmer Bros. Co. Audit and Non-Audit
Services Pre-Approval Policy, the Audit Committee must pre-approve all audit and non-audit services provided by the independent auditor.
The policy, as described below, sets forth the procedures and conditions for such pre-approval of services to be performed by the independent
auditor. The policy utilizes both a framework of general pre-approval for certain specified services and specific pre-approval for all
other services. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee
if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will
also require specific pre-approval by the Audit Committee.

 In the first quarter of each year, the Audit Committee
is asked to pre-approve the engagement of the independent auditor and the projected fees for audit services for the current fiscal year.
The Audit Committee is also asked to provide general pre-approval for certain audit-related services (assurance and related services that
are reasonably related to the performance of the auditor's review of the financial statements or that are traditionally performed
by the independent auditor) and tax services (such as tax compliance, tax planning and tax advice) for the current fiscal year consistent
with the SEC's rules on auditor independence. If the Company wishes to engage the independent auditor for additional services
that have not been generally pre-approved as described above, then such engagement will be presented to the Audit Committee for pre-approval
at its next regularly scheduled meeting. Pre-approval of any engagement by the Audit Committee is required before the independent auditor
may commence any engagement.

 In fiscal 2025, there were no fees paid to Grant
Thornton under a de minimis exception to the rules that waive pre-approval for certain non-audit services.

 ITEM 15.
 Exhibits and Financial Statement Schedules

 (a) List
of Financial Statements and Financial Statement Schedules:

 The consolidated financial statements filed as
part of this report are indexed in the table of contents of the Original Filing and incorporated by reference to the Original Filing.
Financial Statement Schedules have been omitted, since they are either not applicable, not required or the information is included elsewhere
herein.

 (b) Exhibits:

 Exhibit

No.

 Description

 2.1

 Asset Purchase Agreement, dated June 6, 2023, between TreeHouse Foods, Inc. and Farmer Bros. Co. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2023 and incorporated herein by reference).

 2.2

 Amendment to Asset Purchase Agreement, dated June 30, 2023, between TreeHouse Foods, Inc. and Farmer Bros. Co. (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2023 and incorporated herein by reference).

 3.1

 Second Amended and Restated Certificate of Incorporation of Farmer Bros. Co. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 12, 2023 and incorporated herein by reference).

 3.2

 Amended and Restated Bylaws of Farmer Bros. Co. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 10, 2025 and incorporated herein by reference).

 4.1

 Description of Farmer Bros. Co. Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023 and incorporated herein by reference).*

 10.1

 Farmer Bros. Co. Pension Plan for Salaried Employees, Farmer Bros. Co. Retirement Plan (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 7, 2017 and incorporated herein by reference).*

 10.2

 Amendment No. 1 to Farmer Bros. Co. Pension Plan for Salaried Employees, Farmer Bros. Co. Retirement Plan effective June 30, 2011 (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the SEC on September 14, 2016 and incorporated herein by reference).*

 10.3

 Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Retirement Plan, effective as of December 6, 2012 (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018 and incorporated herein by reference).*

 10.4

 Amendment to the Farmer Bros. Co. Retirement Plan, dated as of December 1, 2018 (filed as Exhibit 10.53 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019 and incorporated herein by reference).*

 10.5

 Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, as adopted by the Board of Directors on December 9, 2010 and effective as of January 1, 2010 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).*

 10.6

 Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 2012 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 28, 2017 and incorporated herein by reference).*

 10.7

 Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 2015 (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015 and incorporated herein by reference).*

 10.8

 Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 2015 (filed as Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015 and incorporated herein by reference).*

 10.9

 Amendment dated October 6, 2016 to Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2016 and incorporated herein by reference).*

 10.10

 Second Amendment to the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, dated as of December 31, 2018 (filed as Exhibit 10.52 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019 and incorporated herein by reference).*

 10.11

 Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 2017 (filed as Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2017 filed with the SEC on February 7, 2018 and incorporated herein by reference).*

 10.12

 Employment Agreement, dated as of September 6, 2019, by and between Farmer Bros. Co. and Deverl Maserang (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 10, 2019 and incorporated herein by reference).*

 10.13

 Farmer Bros. Co. 2007 Omnibus Plan, as amended (as approved by the stockholders at the 2012 Annual Meeting of Stockholders on December 6, 2012) (filed as Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 7, 2017 and incorporated herein by reference).*

 10.14

 Form of Farmer Bros. Co. 2007 Omnibus Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.39 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018 and incorporated herein by reference).*

 10.15

 Form of Farmer Bros. Co. 2007 Omnibus Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018 and incorporated herein by reference).*

 10.16

 Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (as approved by the stockholders at the 2013 Annual Meeting of Stockholders on December 5, 2013) (filed as Exhibit 10.35 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019 and incorporated herein by reference).*

 10.17

 Addendum to Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (filed as Exhibit 10.30 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 filed with the SEC on February 9, 2015 and incorporated herein by reference).*

 10.18

 Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.43 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019 and incorporated herein by reference).*

 10.19

 Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.45 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 filed with the SEC on February 11, 2019 and incorporated herein by reference).*

 10.20

 Farmer Bros. Co. 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 26, 2017 and incorporated herein by reference).*

 10.21

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Stock Option Award Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2017 and incorporated herein by reference).*

 10.22

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Stock Restricted Unit Award Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 22, 2020 and incorporated herein by reference).*

 10.23

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2017 and incorporated herein by reference).*

 10.24

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023 and incorporated herein by reference).*

 10.25

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 and incorporated herein by reference).*

 10.26

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Grant Agreement (Directors) (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2017 and incorporated herein by reference).*

 10.27

 Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Grant Agreement (Employees) (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2017 and incorporated herein by reference).*

 10.28

 Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (filed as Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the SEC on December 28, 2021 and incorporated herein by reference).*

 10.29

 Form of Farmer Bros Co. Amended and Restated 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (Directors) (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 10, 2023 and incorporated herein by reference).*

 10.30

 Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023 and incorporated herein by reference).*

 10.31

 Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the SEC on November 9, 2023 and incorporated herein by reference).*

 10.32

 Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Cash-Based Restricted Stock Unit Award Agreement (filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023 and incorporated herein by reference).*

 10.33

 Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Cash-Based Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the SEC on November 9, 2023 and incorporated herein by reference).*

 10.34

 Farmer Bros. Co. 2020 Inducement Incentive Plan (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on March 16, 2020 and incorporated herein by reference).*

 10.35

 Form of Farmer Bros. Co. 2020 Inducement Incentive Plan Stock Option Award Agreement (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on March 16, 2020 and incorporated herein by reference).*

 10.36

 Form of Farmer Bros. Co. 2020 Inducement Incentive Plan Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 22, 2020 and incorporated herein by reference).*

 10.37

 Form of Severance Agreement (filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023 and incorporated herein by reference).*

 10.38

 Form of Amended and Restated Severance Agreement (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2023 and incorporated herein by reference).*

 10.39

 Form of General Release and Severance Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on April 16, 2025 and incorporated herein by reference).*

 10.40

 Form of Indemnification Agreement for Directors and Officers of the Company, as adopted on December 8, 2017 (filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on September 2, 2022).*

 10.41

 Interest Rate Swap Confirmation, dated as of March 28, 2019, by and between Farmer Bros., Co. and Citibank, N.A. (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on March 29, 2019 and incorporated herein by reference).*

 10.42

 Credit Agreement dated as of dated as of April 26, 2021, by and among Farmer Bros. Co., a Delaware corporation, the other loan parties named therein, the lenders named therein and Wells Fargo Bank, N.A., as administrative agent and lender (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.43

 Consent and Amendment No. 1 to Credit Agreement, dated as of December 20, 2021, by and among Farmer Bros Co., the other loan parties named therein, the lenders named therein and Wells Fargo Bank, N.A., as administrative agent and lender (filed as Exhibit 10.47 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 2, 2022).

 10.44

 Increase Joinder and Amendment No. 2 to Credit Agreement, dated as of August 8, 2022, by and among Farmer Bros. Co., the other loan parties named therein, the lenders named therein and Wells Fargo Bank, N.A., as administrative agent and lender (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 9, 2022 and incorporated herein by reference).

 10.45

 Amendment No. 3 to Credit Agreement, dated August 31, 2022, by and among Farmer Bros. Co., the other loan parties named therein, the lenders named therein and Wells Fargo Bank, N.A., as administrative agent and lender (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 31, 2022 and incorporated herein by reference).

 10.46

 Consent and Amendment No. 4 to Credit Agreement, dated June 30, 2023, by and among Farmer Bros. Co., the other loan parties named therein, the lenders named therein and Wells Fargo Bank, N.A., as administrative agent and lender (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 6, 2023 and incorporated herein by reference).

 10.47

 Consent and Amendment No. 5 to Credit Agreement, dated December 4, 2023, by and among the Company, Boyd Assets Co., FBC Finance Company, Coffee Bean Holding Co., Inc., Coffee Bean International, Inc. and China Mist Brands, Inc., as borrowers, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 7, 2023 and incorporated herein by reference).

 10.48

 Guaranty and Security Agreement dated as of April 26, 2021, by and among Farmer Bros. Co., a Delaware corporation, the other grantors named therein, and Wells Fargo Bank, N.A., as administrative agent (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.49

 Credit Agreement dated as of April 26, 2021, by and among Farmer Bros. Co., a Delaware corporation, the other loan parties named therein, the lenders named therein and MGG Investment Group LP, as administrative agent (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.50

 Guaranty and Security Agreement dated as of April 26, 2021, by and among Farmer Bros. Co., a Delaware corporation, the other grantors named therein, and MGG Investment Group LP, as administrative agent (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.51

 ISDA Master Agreement dated as of April 26, 2021, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A. (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.52

 Schedule of the ISDA Master Agreement, dated as of April 26, 2021, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A. (filed as Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.53

 Replacement interest rate swap with Wells Fargo Bank, N.A. pursuant to a new interest rate swap confirmation (filed as Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2021 and incorporated herein by reference).

 10.54

 Letter Agreement, dated November 7, 2023, by and among the Company, JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC, James C. Pappas, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 9, 2023 and incorporated herein by reference).

 10.55

 Amendment, dated March 6, 2024, to Letter Agreement, dated November 7, 2023, by and among the Company, JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC, James C. Pappas, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on May 9, 2024 and incorporated herein by reference).

 10.56

 Employment Agreement, dated as of May 1, 2024, by and between the Company and John E. Moore III (filed as Exhibit 10.1 to the Company's Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on May 3, 2024 and incorporated herein by reference).

 10.57

 Offer Letter, dated as of May 17, 2024, by and between the Company and Vance Fisher (filed as Exhibit 10.56 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 10.58

 Retention Agreement, dated August 7, 2023, by and between the Company and Matt Coffman (filed as Exhibit 10.57 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 10.59

 Retention Agreement, dated September 13, 2023, by and between the Company and Brad Bollner (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the SEC on November 9, 2023 and incorporated herein by reference).*

 10.60

 Retention Agreement, dated September 13, 2023, by and between the Company and Jared Vitemb (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the SEC on November 9, 2023 and incorporated herein by reference).*

 10.61

 Restricted Stock Unit Agreement, dated July 1, 2024, by and between the Company and Vance Fisher (filed as Exhibit 10.60 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 10.62

 Performance Restricted Stock Unit Agreement, dated July 1, 2024, by and between the Company and Vance Fisher (filed as Exhibit 10.61 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 10.63

 Severance Agreement, effective September 13, 2019, by and between the Company and Deverl Maserang (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 10, 2019 and incorporated herein by reference).*

 10.64

 Letter Agreement, dated August 14, 2024, by and among the Company, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 16, 2024 and incorporated herein by reference).*

 10.65

 Offer Letter, dated as of November 21, 2024, by and between the Company and Brian Miller (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024 filed with the SEC on February 6, 2025 and incorporated herein by reference).*

 10.66

 Settlement Agreement and Release, effective March 27, 2025, by and between the Company and TreeHouse Foods, Inc. (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 8, 2025 and incorporated herein by reference).

 10.67

 General Release and Separation Agreement, dated April 14, 2025, by and between the Company and Tom Bauer (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 9, 2025, as amended by that certain Amendment No. 1 to Form 8-K filed with the SEC on April 16, 2025 and incorporated herein by reference).

 16.1

 Letter of Deloitte & Touche LLP to the SEC dated December 22, 2021, (filed as Exhibit 16.1 to the Company's Report on Form 8-K filed with the SEC on December 22, 2021 and incorporated herein by reference).

 19.1

 Farmer Bros. Co. Insider Trading Policy (filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 21.1

 List of all Subsidiaries of Farmer Bros. Co. (filed as Exhibit 21.1 to the Company's Report on Form 10-K filed with the SEC on the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on September 2, 2022 and incorporated herein by reference).

 23.1

 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm (filed as Exhibit 23.1 to the Company's Annual Report on 10-K for the fiscal year ended June 30, 2025 filed with the SEC on September 11, 2025 and incorporated herein by reference).

 31.1

 Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 31.2

 Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 32.1

 Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

 32.2

 Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

 97.1

 Farmer Bros. Co. Amended and Restated Policy on Executive Compensation in Restatement Situations (filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on September 12, 2024 and incorporated herein by reference).*

 101.INS

 101.SCH

 Schema Document (furnished herewith).

 101.CAL

 Calculation Linkbase Document (furnished herewith).

 101.DEF

 Definition Linkbase Document (furnished herewith).

 101.LAB

 Label Linkbase Document (furnished herewith).

 101.PRE

 Presentation Linkbase Document (furnished herewith).

 Cover

 *

 Management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 FARMER BROS. CO.

 By:

 /s/ John E. Moore III

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 /s/ John E. Moore III

 October 22,
 2025

 (principal executive officer)

 /s/ Vance Fisher

 (principal financial officer)

 /s/ Matthew Coffman

 Vice President and Controller

 Matthew Coffman

 (principal accounting officer)

 /s/ David A. Pace

 Chairman of the Board

 David A. Pace

 /s/ Terence C. O'Brien

 Terence C. O'Brien

 /s/ Bradley L. Radoff

 Bradley L. Radoff

 /s/ Waheed Zaman

 /s/ Shaun Mara

 Shaun Mara