F & M Bank Corp. (FMBM) director Thomas retires, shifts to honorary role

Rhea-AI Filing Summary

F & M Bank Corp. reported a board change driven by its mandatory retirement policy. Director Daphyne S. Thomas retired from the board effective September 18, 2025 after reaching the mandatory retirement age set out in the company’s Amended and Restated Bylaws.

After retiring from active board service, Ms. Thomas became an honorary director. Under the bylaws, an honorary director may attend board meetings but is not entitled to vote, and will continue in this role until she tenders her resignation or the board requests it.

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.

Understanding 8-K Material Events →

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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): September 18, 2025

F&M Bank Corp.

(Exact name of registrant as specified in its charter)

Virginia		000-13273		54-1280811
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 1111

Timberville, Virginia 22853 

(540) 896-8941 

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable 

(Former name or former address, if changed since last report.)

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:

☐	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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

(b) Daphyne S. Thomas retired from the board of directors of F & M Bank Corp. (the “Company”) effective September 18, 2025, having met the mandatory retirement age set forth in Section 2.10 of the Company’s Amended and Restated Bylaws (the “Bylaws”). Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote.

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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 duly authorized.

	F & M Bank Corp.
Date: September 26, 2025	By:	/s/ Lisa F. Campbell
		Lisa F. Campbell Executive Vice President and Chief Financial Officer

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FAQ

What board change did FMBM disclose in this 8-K?

F & M Bank Corp. disclosed that Daphyne S. Thomas retired from its board of directors effective September 18, 2025 upon reaching the mandatory retirement age in the bylaws.

Why did Daphyne S. Thomas retire from FMBM's board?

She retired because she met the mandatory retirement age established in Section 2.10 of F & M Bank Corp.’s Amended and Restated Bylaws.

What is an honorary director at F & M Bank Corp. (FMBM)?

An honorary director may attend board meetings but is not entitled to vote, as described in Section 2.11 of the company’s bylaws.

Will Daphyne S. Thomas remain involved with F & M Bank Corp. after retirement?

Yes. After retirement from the board, she became an honorary director and will continue in that capacity until she resigns or the board requests her resignation.

Does this 8-K announce any financial or earnings changes for FMBM?

No. The disclosure focuses on a board retirement and honorary director status and does not provide financial or earnings information.

Who signed the 8-K for F & M Bank Corp. (FMBM)?

The report was signed on behalf of F & M Bank Corp. by Lisa F. Campbell, Executive Vice President and Chief Financial Officer.