Farmers & Merchants Bancorp Inc.

07/07/2026 | Press release | Distributed by Public on 07/07/2026 13:20

Management Change/Compensation (Form 8-K)

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 30, 2026, the Board of Directors of Farmers & Merchants Bancorp, Inc. (the "Company") determined to appoint Gregory R. Allen to fill an open vacancy on its Board of Directors. September 29, 2026 will mark Mr. Allen's first meeting as a member of the Company's Board of Directors.

As a member of the Company's Board of Directors, Mr. Allen will receive fees in accordance with those paid to non-employee members of the Company's Board of Directors in general. Effective January 1, 2026, the Company's Board fee structure for 2026 was set as follows:

Board Chairman Cash Retainer of $75,000 per year;
Board Committee Chair Cash Retainer of $55,000 per year;
Board Audit Committee Chair Cash Retainer of $57,500 per year;
Board Non-Committee Chair Cash Retainer of $50,000 per year; and
In addition to a cash retainer, each Director was awarded the number of shares equivalent to $17,500 from the Long-Term Stock Incentive Plan adopted by the Company in 2025. Shares were awarded immediately preceding the first Thursday in June 2026. Proration of shares provided for service is based on a 365-day calendar year depending on the date a director's service begins or ends due to retirement.

In addition, the Company, through its wholly-owned commercial bank subsidiary, regularly engages in the lending of money to Directors and executive officers, including their related interests. All such loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability or present other unfavorable features. It is uncertain at this point in time as to which Board committees on which Mr. Allen will serve.

Mr. Allen has no family relationship with any director or executive officer of the Company or any of its affiliated subsidiaries. Since the beginning of the Company's last fiscal year, neither Mr. Allen nor any member of his immediate family have been customers of, or have had transactions in excess of $120,000 with the Company or any of its affiliated subsidiaries, which would be reportable under Item 404(a) of SEC Regulation S-K and no such transactions are currently proposed.

Exhibit

Number

Exhibit

104

The Cover Page Interactive Data File (embedded within the Inline XBRL document)

Farmers & Merchants Bancorp Inc. published this content on July 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 07, 2026 at 19:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]