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F&M Bank (OTCQX: FMBM) adds $1.07 to book value from Bearing sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

F&M Bank Corp. reported a one-time pre-tax gain of $4.8 million, resulting in after-tax net income of $3.8 million, from the sale of its investment in Richmond-based Bearing Insurance Group, Inc.

F&M held four units in Bearing valued at $223,922 in total, which were sold for $1,265,073 per unit, generating proceeds of $5.1 million. The company will recognize this as a one-time, non-recurring gain in second quarter 2026. Based on 3,583,785 shares outstanding on April 30, 2026, book value per share and tangible book value per share are estimated to increase by $1.07 each.

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Insights

F&M unlocks $5.1M from non-core investment, lifting book value.

F&M Bank Corp. realized a pre-tax gain of $4.8 million and after-tax net income of $3.8 million by selling its four-unit stake in Bearing Insurance Group, Inc. for total proceeds of $5.1 million.

The transaction converts a relatively small recorded investment of $223,922 into cash at $1,265,073 per unit. Management frames this as a one-time, non-recurring gain that can support strategic growth initiatives rather than ongoing earnings power.

F&M estimates book value per share and tangible book value per share will each rise by $1.07 based on 3,583,785 shares outstanding on April 30, 2026. Future disclosures in second quarter 2026 results will show how this gain appears in capital and regulatory ratios.

Pre-tax gain $4.8 million One-time gain from sale of Bearing investment
After-tax net income from gain $3.8 million Net income impact from Bearing sale
Sale proceeds $5.1 million Total proceeds from selling four Bearing units
Original investment value $223,922 Collective value of four Bearing units held by F&M
Per-unit sale price $1,265,073 per unit Sale price per Bearing unit
Book value per share increase $1.07 per share Estimated impact on BVPS and TBVPS
Shares outstanding 3,583,785 shares Shares outstanding as of April 30, 2026
after-tax net income financial
"one-time, pre-tax gain of $4.8 million, resulting in after-tax net income of $3.8 million"
tangible book value per share financial
"book value per share and tangible book value per share (unaudited) of F&M stock will each increase by $1.07"
Tangible book value per share is the company's total physical and financial assets minus its liabilities and intangible items (like goodwill and brand value), divided by the number of outstanding shares. It gives investors a conservative, per‑share estimate of what would remain if the business sold only its hard assets and paid its debts—useful for judging whether a stock is priced above or below its underlying, tangible worth, like valuing a property by its bricks and cash rather than its reputation.
non-GAAP financial measures financial
"management uses certain non-GAAP measures, including tangible book value per share, to supplement the evaluation"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
forward-looking statements regulatory
"This press release may contain “forward-looking statements” as defined by federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
financial holding company financial
"F&M Bank Corp. is an independent, locally owned, financial holding company offering a full range of financial services"
A financial holding company is a parent firm that owns and oversees banks and other financial businesses, such as lending, insurance, or investment services. It matters to investors because it bundles several money-making activities under one roof—like a parent managing several children—so returns, risks, and regulatory rules for banking apply to the whole group; trouble in one unit can affect the company’s profits, capital needs, and dividends.

EXHIBIT 99.1

 

 

FOR RELEASE

FOR MORE INFORMATION, CONTACT

May 4, 2026

Lisa F. Campbell | EVP | Chief Financial Officer

F&M Bank Corp.

540-896-1705

OTCQX: FMBM

fmbankva.com

 

F&M BANK CORP. RECORDS BOOST TO NET INCOME
WITH AFTER-TAX GAIN OF $3.8 MILLION

 

The one-time gain resulted from the Company’s investment in Richmond, Virginia-based

Bearing Insurance Group, Inc., which was sold on April 30, 2026.

 

Timberville, VA / May 4, 2026 . . . F&M Bank Corp. (the “Company” or “F&M”), (OTCQX: FMBM), the parent company of Farmers & Merchants Bank (“F&M Bank” or the “Bank”), today reported that it has recorded a one-time, pre-tax gain of $4.8 million, resulting in after-tax net income of $3.8 million. The gain is the result of the sale of Richmond-based Bearing Insurance (“Bearing”), in which F&M held an investment of four (4) units collectively valued at $223,922. The sale, which was finalized on April 30, 2026, after receiving member approval and all other necessary approvals, called for each unit to be valued at $1,265,073, resulting in proceeds to F&M of $5.1 million.

 

“Along with our management team and Board of Directors, I am excited about this one-time gain and the opportunities it offers F&M,” said CEO Mike Wilkerson. “It will enable us to consider the timing of a number of corporate initiatives that are part of our strategic growth plan and possibly bring the timing of them forward. These initiatives were developed to continue building on the strength and reach of F&M Bank as we serve and support the businesses, individuals, and families who, like us, call the Shenandoah Valley home.

 

“In a recent letter to our shareholders, I reminded them of how we have always been a growth-oriented company and how the environment we are in continuously evolves, including many things that are beyond our control. This gain represents an unanticipated opportunity for F&M at a time when we are demonstrating consistent and strong performance.”

 

F&M will recognize the proceeds from the sale during second quarter 2026 as a one-time, non-recurring gain. As a result of the transaction, we estimate book value per share and tangible book value per share (unaudited) of F&M stock will each increase by $1.07 based on 3,583,785 shares outstanding on April 30, 2026.

 

 

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ABOUT US

F&M Bank Corp. is an independent, locally owned, financial holding company offering a full range of financial services through our subsidiary, Farmers & Merchants Bank’s (F&M Bank), fourteen banking offices in Rockingham, Shenandoah, and Augusta counties, Virginia, and the cities of Winchester and Waynesboro, Virginia. The Company also owns VSTitle, a title company subsidiary. Founded in 1908 as a community venture to serve the farmers and merchants of the Shenandoah Valley, where both the Company and the Bank are headquartered, F&M Bank remains as committed as ever to the success of the agricultural industry, small business ventures, and the nonprofit sector.F&M’s values, which are gregarious, resolute, original, and wholehearted (G.R.O.W.), combined with our brand pillars of sustenance, security, and enrichment, shape the Company’s decision-making, philanthropy, and volunteerism. The only publicly traded organization based in Rockingham County, we offer a diverse suite of financial products and services, and a strong team dedicated to living our mission of being the financial partner of choice in the Shenandoah Valley, both today and tomorrow, as we have been since 1908. Additional information may be found by visiting our website, fmbankva.com.

 

NON-GAAP FINANCIAL MEASURES

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. However, management uses certain non-GAAP measures, including tangible book value per share, to supplement the evaluation of the Company’s financial condition and performance. Management believes presentation of these non-GAAP financial measures provides useful supplemental information that is essential to a proper understanding of the Company’s operating results. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A definition of tangible book value per share is included in the footnotes to the table accompanying this release.

 

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” as defined by federal securities laws, which are subject to significant risks and uncertainties. These include statements regarding future plans, strategies, results, or expectations that are not historical facts, and are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “will,” “estimate,” “project” or similar expressions. These statements are based on estimates and assumptions, and our ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Our actual results could differ materially from those contemplated by these forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in local and national economies or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including values of real estate and other collateral; deposit flow; the impact of competition from traditional or new sources; changes in tariffs and trade barriers, including potential changes in U.S. and international trade policies and the resulting impact on the Company and the Bank’s borrowers; and other factors. Readers should consider these risks and uncertainties in evaluating forward-looking statements and should not place undue reliance on such statements. We undertake no obligation to update these statements following the date of this press release.

 

 

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FAQ

What one-time gain did F&M Bank Corp. (FMBM) report from the Bearing sale?

F&M Bank Corp. recorded a one-time pre-tax gain of $4.8 million, resulting in $3.8 million of after-tax net income. The gain comes from selling its investment in Richmond-based Bearing Insurance Group, Inc. for total proceeds of $5.1 million.

What asset did F&M Bank Corp. (FMBM) sell to generate the $4.8 million gain?

F&M sold its investment in Bearing Insurance Group, Inc., consisting of four units collectively valued at $223,922. Each unit was sold for $1,265,073, producing total proceeds of $5.1 million and creating the reported one-time gain.

How will the Bearing sale impact F&M Bank Corp.’s (FMBM) book value per share?

F&M estimates the transaction will increase both book value per share and tangible book value per share by $1.07. This estimate is based on 3,583,785 shares outstanding on April 30, 2026, reflecting the added capital from the one-time gain.

When will F&M Bank Corp. (FMBM) recognize the gain from the Bearing sale?

F&M will recognize the proceeds from the Bearing sale in second quarter 2026 as a one-time, non-recurring gain. This means the benefit appears in that quarter’s results rather than as a recurring part of ongoing earnings.

How does F&M Bank Corp. (FMBM) describe the use of this one-time gain?

CEO Mike Wilkerson said the gain offers an opportunity to consider the timing of corporate initiatives in F&M’s strategic growth plan. He indicated it may allow some initiatives to be brought forward while the bank continues demonstrating consistent performance.

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