Insider Filing: David Gerken Sells 447 FMAO Shares to Cover Taxes

Rhea-AI Filing Summary

David R. Gerken, Executive Vice President and Director of Farmers & Merchants Bancorp, Inc. (FMAO) reported a disposition of Common Stock on 08/23/2025. The filing shows 447 shares were sold at $26.75 per share to cover taxes related to 1,200 shares that vested under the company’s Long Term Incentive Plan in August 2025. After the reported transaction, Mr. Gerken beneficially owned 6,405 shares, held directly. The sale was executed by the company to satisfy federal, state and local tax withholding on the vested awards.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share repurchase tied to vested equity awards; not a signal of broader insider selling.

The filing documents a standard share repurchase by the issuer to satisfy tax obligations for vested long-term incentive awards. The repurchase of 447 shares at $26.75 to cover taxes on 1,200 vested shares is a common administrative action following vesting and does not indicate discretionary selling by the reporting person. Remaining direct beneficial ownership of 6,405 shares is disclosed. From a governance perspective, these transactions are compliance-driven and typically have limited market or strategic implication.

Securities Analyst

TL;DR: Small, compliance-driven disposition; minimal impact on share register or valuation.

The reported disposition reduces outstanding shares held by the insider by 447 shares, a de minimis amount relative to typical public float sizes. The transaction price of $26.75 reflects the sale execution price; the disposal is explicitly for tax withholding on vested awards, which aligns with normal equity compensation processing. No derivative or additional cashless exercise activity is reported beyond this withholding repurchase.

Insider Trade Summary

Net Seller: 447 shares

Net Sell 1 txn

Insider Gerken David R

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	447	$26.75	$12K

Holdings After Transaction: Common Stock — 6,405 shares (Direct)

Footnotes (1)

1. F1. 447 shares were repurchased by the "Company" to cover taxation. The "Company" calculated taxes owed-federal, state, and local on 1200 shares that were vested on August 2025 as a result of stock awards issued pursuant to the Company's Long Term Incentive Plan.

FAQ

What transaction did David R. Gerken report for FMAO on 08/23/2025?

He reported a disposition of 447 shares of Common Stock at $26.75 per share on 08/23/2025.

Why were the 447 shares sold in the Form 4 filing for FMAO?

The 447 shares were repurchased by the company to cover federal, state and local taxes on 1,200 vested shares issued under the Long Term Incentive Plan.

How many FMAO shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owned 6,405 shares (direct).

Was this transaction an open-market sale or an administrative tax-withholding repurchase?

The filing states it was an administrative repurchase by the company to cover taxes on vested awards, not a voluntary open-market sale by the insider.

Does the Form 4 report any derivative security activity for this reporting person?

No. Table II lists no derivative security transactions; only the non-derivative common stock disposition is reported.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/03/2025 - 10:05 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gerken David R

(Last) (First) (Middle)

787 FAIRWAY LANE

(Street)

WAUSEON OH 43567

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FARMERS & MERCHANTS BANCORP INC [ FMAO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/23/2025		F		447(1)	D	$26.75	6,405	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 447 shares were repurchased by the "Company" to cover taxation. The "Company" calculated taxes owed-federal, state, and local on 1200 shares that were vested on August 2025 as a result of stock awards issued pursuant to the Company's Long Term Incentive Plan.

	/s/Melinda L. Gies//Attorney in Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.