F & M Bank Corp. (FMBM) revises stock plan for retirement and clawbacks

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

F & M Bank Corp. reported that its board amended the 2020 Stock Incentive Plan. The changes define “Retirement” as ending employment or service after age 65 with at least five consecutive years of service, give the Compensation Committee discretion to accelerate vesting of unvested awards at Retirement, and update the clawback language so awards can be recovered as required by any law, regulation, or stock exchange rule and related company policies.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Retirement age threshold: 65 years Service requirement for Retirement: Five consecutive years Plan amendment exhibit: Exhibit 10.1

3 metrics

Retirement age threshold 65 years Minimum age to qualify as Retirement under the plan

Service requirement for Retirement Five consecutive years Minimum continuous service for Retirement status in the plan

Plan amendment exhibit Exhibit 10.1 Filed text of the Amendment to the 2020 Stock Incentive Plan

Key Terms

Retirement, Compensation Committee, clawback provision, 2020 Stock Incentive Plan

4 terms

Retirement financial

"adds a new defined term, “Retirement,” defined as the termination of employment or service"

Compensation Committee financial

"grants the Compensation Committee of the Board discretionary authority, upon a participant's Retirement"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

clawback provision financial

"updates the Plan’s existing clawback provision to clarify that awards under the Plan are subject to deductions, recovery, or repayment"

2020 Stock Incentive Plan financial

"approved an amendment (the “Amendment”) to the Company’s 2020 Stock Incentive Plan (the “Plan”)"

Understanding 8-K Material Events →

05/27/2026 - 04:00 PM

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): May 21, 2026

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.

(e) Amendment of 2020 Stock Incentive Plan.

On May 21, 2026, the Board of Directors of F & M Bank Corp. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2020 Stock Incentive Plan (the “Plan”).

The Amendment makes the following changes to the Plan: (i) adds a new defined term, “Retirement,” defined as the termination of employment or service by a participant after the participant has attained age 65 and completed at least five consecutive years of employment or service with the Company or an affiliate; (ii) grants the Compensation Committee of the Board discretionary authority, upon a participant's Retirement, to consider whether to accelerate the vesting of some or all of such participant’s unvested awards, subject to the terms of the Plan and the applicable award agreement; and (iii) updates the Plan’s existing clawback provision to clarify that awards under the Plan are subject to deductions, recovery, or repayment as may be required to be made pursuant to any policy adopted by the Company or any of its affiliates pursuant to any law, government regulation, or stock exchange listing requirement.

The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
10.1		Amendment to the F & M Bank Corp. 2020 Stock Incentive Plan
104		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 duly authorized.

	F & M Bank Corp.

Date: May 27, 2026	By:	/s/ Lisa F. Campbell
		Lisa F. Campbell Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did FMBM change in its 2020 Stock Incentive Plan?

F & M Bank Corp. amended its 2020 Stock Incentive Plan to add a formal definition of retirement, allow discretionary vesting acceleration at retirement, and strengthen clawback language to align with applicable laws, regulations, stock exchange rules, and related company policies.

How does FMBM now define retirement under the stock plan?

Retirement under F & M Bank Corp.’s 2020 Stock Incentive Plan now means termination of employment or service after age 65 and completion of at least five consecutive years of employment or service with the company or an affiliate, providing a clear standard for retirement-related treatment.

Can FMBM accelerate vesting of awards when an employee retires?

Yes. The amendment gives the Compensation Committee discretionary authority, upon a participant’s retirement, to decide whether to accelerate vesting of some or all unvested awards, subject to the plan’s terms and the specific award agreement provisions governing each grant.

How did FMBM update the clawback provisions in its stock plan?

F & M Bank Corp. revised its clawback provision so awards under the 2020 Stock Incentive Plan are subject to deductions, recovery, or repayment required by any policy adopted under applicable law, government regulation, or stock exchange listing requirement, clarifying recovery mechanics.

Where can investors find the full text of FMBM’s plan amendment?

Investors can review the complete amendment to F & M Bank Corp.’s 2020 Stock Incentive Plan in Exhibit 10.1 to the report, which is expressly incorporated by reference and contains the full legal language of the approved changes.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 AMENDMENT 9.6 KB