[8-K] Farmers & Merchants Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Farmers & Merchants Bancorp (NASDAQ:FMAO) announced the appointment of Ahmed Alomari to the Board of Directors of both the Company and its subsidiary, The Farmers & Merchants State Bank, effective July 29, 2025.

As a non-employee director, Mr. Alomari will receive standard board compensation including a $50,000 annual cash retainer and $17,500 in Company stock under the Long-Term Incentive Plan. The specific board committees he will serve on have not yet been determined.

The filing confirms no reportable transactions exceeding $120,000 between Mr. Alomari or his immediate family and the Company, and no family relationships with any director or executive officer.

Positive

• Board diversity potentially enhanced with new director appointment
• Clear compensation structure with both cash and equity components
• Transparent disclosure of potential conflicts and relationships

Negative

• None.

Insights

Corporate Governance Expert

Standard board appointment with typical compensation structure indicates continued focus on maintaining strong governance practices.

The appointment follows standard corporate governance procedures with transparent disclosure of compensation arrangements and potential conflicts of interest. The combined cash and equity compensation structure aligns with market practices for regional banks, promoting director engagement while maintaining shareholder alignment. The disclosure of lending relationships and transaction thresholds demonstrates proper compliance with regulatory requirements and transparency in board appointments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2025

Farmers & Merchants Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-38084	34-1469491
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

307 North Defiance Street, Archbold, Ohio	43502
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, including Area Code (419) 446-2501

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading Symbol(s)	Name of Each Exchange
Common Stock, No Par Value	FMAO	NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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. ☐

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

On June 24, 2025, Farmers & Merchants Bancorp, Inc. (the “Company”) named Ahmed Alomari as a member of the Company’s and the Company’s wholly-owned bank subsidiary, The Farmers & Merchants State Bank (the “Bank”) Boards of Directors effective July 29, 2025.

As a member of the Company’s Board of Directors, Mr. Alomari will receive fees in accordance with those paid to non-employee members of the Company’s Board of Directors. Cash compensation is paid to directors in the form of a retainer. The standard annual cash retainer for Board service is $50,000. Each Director is also paid an annual retainer in Company stock, valued at $17,500 under the Company’s Long-Term Incentive Plan. The committees of the Boards of Directors on which Mr. Alomari will serve have not yet been determined.

In addition, the Company, through the Bank, regularly engages in the lending of money to Directors, 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.

Mr. Alomari 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. Alomari 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.

ITEM 8.01 Other Events

On June 25, 2025, the Company issued a press release announcing the appointment of Ahmed Alomari to the Board of Directors of the Company and The Farmers & Merchants State Bank. A copy of the press release is attached hereto as Exhibit 99 and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Exhibit
99	Company Press Release dated June 25, 2025

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

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized.

	FARMERS & MERCHANTS BANCORP, INC.
		(Registrant)
Dated: June 25, 2025		/s/ Lars B. Eller
		Lars B. Eller
		President and Chief Executive Officer
		/s/ Barbara J. Britenriker
		Barbara J. Britenriker
		Executive Vice President and Chief Financial Officer

FAQ

What is Ahmed Alomari's compensation as a new FMAO board member?

As a non-employee director, Mr. Alomari will receive a $50,000 annual cash retainer and $17,500 in Company stock under the Long-Term Incentive Plan.

When does Ahmed Alomari join FMAO's Board of Directors?

Ahmed Alomari's appointment to both the Company and Bank's Boards of Directors becomes effective July 29, 2025.

Are there any conflicts of interest in Ahmed Alomari's appointment to FMAO's board?

No. The filing confirms that neither Mr. Alomari nor his immediate family have had transactions exceeding $120,000 with the Company, and he has no family relationships with any director or executive officer.

Which board committees will Ahmed Alomari serve on at FMAO?

The specific board committees that Mr. Alomari will serve on have not yet been determined.