Does Gregory R. Allen have related-party transactions with Farmers & Merchants Bancorp (FMAO)?

The company states that since the beginning of the last fiscal year, neither Gregory R. Allen nor his immediate family had customer relationships or transactions over $120,000 with the company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K.

Farmers & Merchants Bancorp adds new board member

Q: What board change did Farmers & Merchants Bancorp (FMAO) disclose in this 8-K?

Farmers & Merchants Bancorp added Gregory R. Allen to its Board of Directors. He fills an existing vacancy and will attend his first board meeting on September 29, 2026, serving as a non-employee director under the standard board compensation program.

Q: Will Gregory R. Allen serve on any Farmers & Merchants Bancorp (FMAO) board committees?

The company notes it is uncertain at this time which board committees Gregory R. Allen will join. His committee assignments will determine whether he receives additional chair retainers, such as the $55,000 committee chair or $57,500 audit chair cash retainers.

Q: What equity awards do Farmers & Merchants Bancorp (FMAO) directors receive?

Each director was awarded shares equal to $17,500 under the Long-Term Stock Incentive Plan adopted in 2025. Shares were granted immediately before the first Thursday in June 2026, with amounts prorated based on each director’s days of service during the year.

Farmers & Merchants Bancorp, Inc. appointed Gregory R. Allen to fill an open vacancy on its Board of Directors effective with his first meeting on September 29, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Farmers & Merchants Bancorp, Inc. appointed Gregory R. Allen to fill an open vacancy on its Board of Directors effective with his first meeting on September 29, 2026. He will receive compensation consistent with other non-employee directors under the Company’s 2026 fee structure.

For 2026, the Board Chairman receives a cash retainer of $75,000 per year, Board Committee Chairs $55,000, the Board Audit Committee Chair $57,500, and non-committee Chairs $50,000. Each director was also awarded shares equal to $17,500 under the Long-Term Stock Incentive Plan adopted in 2025, with share awards prorated based on service during the calendar year.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board Chairman retainer: $75,000 per year Board Committee Chair retainer: $55,000 per year Audit Committee Chair retainer: $57,500 per year +2 more

5 metrics

Board Chairman retainer $75,000 per year 2026 Board Chairman cash retainer

Board Committee Chair retainer $55,000 per year 2026 Board Committee Chair cash retainer

Audit Committee Chair retainer $57,500 per year 2026 Board Audit Committee Chair cash retainer

Non-Committee Chair retainer $50,000 per year 2026 Board Non-Committee Chair cash retainer

Director stock award $17,500 in shares Per director under Long-Term Stock Incentive Plan in June 2026

Key Terms

Long-Term Stock Incentive Plan, Emerging growth company, Item 404(a) of SEC Regulation S-K, Board Audit Committee Chair

4 terms

Long-Term Stock Incentive Plan financial

"the Long-Term Stock Incentive Plan adopted by the Company in 2025"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 404(a) of SEC Regulation S-K regulatory

"which would be reportable under Item 404(a) of SEC Regulation S-K"

Board Audit Committee Chair financial

"Board Audit Committee Chair Cash Retainer of $57,500 per year"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Farmers & Merchants Bancorp (FMAO) disclose in this 8-K?

Farmers & Merchants Bancorp added Gregory R. Allen to its Board of Directors. He fills an existing vacancy and will attend his first board meeting on September 29, 2026, serving as a non-employee director under the standard board compensation program.

How are Farmers & Merchants Bancorp (FMAO) directors compensated in 2026?

For 2026, directors receive annual cash retainers and equity. The Board Chairman is paid $75,000, Committee Chairs $55,000, the Audit Chair $57,500, and non-committee Chairs $50,000, plus shares valued at $17,500 under the Long-Term Stock Incentive Plan.

Will Gregory R. Allen serve on any Farmers & Merchants Bancorp (FMAO) board committees?

The company notes it is uncertain at this time which board committees Gregory R. Allen will join. His committee assignments will determine whether he receives additional chair retainers, such as the $55,000 committee chair or $57,500 audit chair cash retainers.

What equity awards do Farmers & Merchants Bancorp (FMAO) directors receive?

Each director was awarded shares equal to $17,500 under the Long-Term Stock Incentive Plan adopted in 2025. Shares were granted immediately before the first Thursday in June 2026, with amounts prorated based on each director’s days of service during the year.

How does Farmers & Merchants Bancorp (FMAO) handle loans to directors and officers?

The company’s bank subsidiary makes loans to directors and executive officers in the ordinary course of business. These loans use substantially the same terms, interest rates, and collateral as comparable customer loans and, according to the disclosure, do not involve more than normal credit risk or unfavorable features.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/07/2026 - 03:19 PM EDT

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 30, 2026

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 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)

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: July 7, 2026		/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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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