Every 8-K that F & M BANK CORP (FMBM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FMBM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FMBM filings page.
F&M Bank Corp. reported amendments to two stock incentive plans and the retirement of Michael W. Pugh from its Board of Directors, effective September 24, 2026. Pugh retired after reaching the mandatory retirement age in the company’s amended and restated bylaws. The amendment to the 2020 Stock Incentive Plan increased the number of common shares that may be issued pursuant to awards from 200,000 to 500,000. The amendment to the 2023 Directors Stock Incentive Plan increased that number from 25,000 to 100,000. The board approved both amendments on September 24, 2026.
F&M Bank Corp. (FMBM) reported that on August 25, 2026 its Board of Directors appointed Erica N. Truban as a director of the company, serving until the next annual meeting of shareholders. She was also appointed to the Board of Directors of Farmers & Merchants Bank, the company’s wholly owned banking subsidiary.
The company states there are no arrangements or understandings with other persons related to her selection, no related-party transactions requiring disclosure under Item 404(a) of Regulation S‑K, and she has never served as an officer or employee of the company. Ms. Truban is expected to serve on the Audit Committee and Operational Risk Committee and will receive standard non‑employee director compensation as described in the company’s proxy statement for the 2026 annual meeting, as adjusted by the Board from time to time. She joined Intuit, Inc. in 2018 and currently serves as Director, Customer Success – High-Value & Partner Firms, and is a Certified Public Accountant and Certified Information Systems Auditor.
F&M Bank Corp. reported significantly higher earnings for the three and six months ended June 30, 2026, aided by two non‑recurring transactions and stronger core performance. The company recorded a one‑time pre‑tax gain of $4.8 million from the sale of Bearing Insurance and a pre‑tax loss of about $3.5 million on a bond portfolio restructuring, for a net pre‑tax gain of $1.3 million.
Second‑quarter 2026 net income was $5.37 million, or $1.50 per diluted share, up from $3.23 million ($0.91 per diluted share) in first quarter 2026 and $2.97 million ($0.83 per diluted share) a year earlier. Net interest income rose to $12.33 million, with net interest margin improving to 3.79%. Total assets reached $1.40 billion, loans held for investment $925.3 million, and deposits $1.26 billion, all higher than at year‑end 2025.
Asset quality improved, with nonperforming assets declining to $3.95 million, or 0.28% of total assets, and net charge‑offs at 0.06% of average loans. Book value per share increased to $31.56 and tangible book value per share to $30.68. The board declared a quarterly dividend of $0.26 per share, a 2.63% annualized yield based on a $39.54 share price.
F&M Bank Corp. used a one-time, after-tax gain of $3.8 million from the April 30, 2026 sale of its investment in Bearing Insurance Group, Inc. to support a restructuring of its available-for-sale securities portfolio completed in June 2026. The company sold $29.8 million of securities with a weighted average yield of 1.66%, about 8.2% of its total securities portfolio, and purchased approximately $29.4 million of higher-yielding securities at about 4.92%.
The restructuring produced a one-time, pre-tax loss of about $3.5 million, or $2.7 million after tax, which is expected to be recovered over roughly three-and-a-half years. Management expects the changes to increase annualized earnings per share by about $0.21 and improve net interest margin by around 6 basis points, with no impact on total consolidated equity or tangible book value per share. Together, the Bearing sale and the portfolio restructuring result in a net pre-tax gain of $1.3 million, both components to be recognized in second quarter 2026 results.
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.
F & M Bank Corp. held its annual shareholder meeting on May 16, 2026, where investors voted on board elections, auditor ratification, and executive compensation. Shareholders elected four directors to serve until the 2029 annual meeting and one director, Bret V. Harrison, to serve until the 2027 meeting, with each nominee receiving roughly 1.68–1.71 million votes for versus modest withheld votes and 835,627 broker non-votes.
Shareholders also ratified Elliott Davis, PLLC as the independent registered public accounting firm for 2026 with 2,561,366 votes for, 2,395 against, and 102 abstentions. The advisory “Say on Pay” proposal approving compensation of named executive officers passed with 1,633,673 votes for, 64,861 against, 29,702 abstentions, and 835,627 broker non-votes.
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.
F&M Bank Corp. reported higher first‑quarter 2026 earnings and declared a quarterly dividend. Net income was $3.23 million, or $0.91 per share, up 11.9% from fourth quarter 2025 and 31.3% from first quarter 2025. Return on average assets was 0.94% and return on average equity was 12.18%. Net interest margin improved to 3.56%, with net interest income of $11.43 million, up 21.02% year over year. Assets grew to $1.41 billion, loans to $896.9 million, and deposits to $1.28 billion. Asset quality strengthened, with nonperforming assets at $4.85 million, or 0.34% of total assets, and net charge‑offs at 0.09% of average loans. Tangible book value per share rose to $29.10. The Board declared a $0.26 per share dividend, a 3.31% annualized yield based on a $31.45 share price.
F&M Bank Corp. reported that its Board of Directors appointed Bret V. Harrison as a director on January 27, 2026, serving until the next annual meeting of shareholders. He was also appointed to the Board of Farmers & Merchants Bank, the company’s wholly owned banking subsidiary.
The company states there are no arrangements or understandings with other persons related to his selection and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. Harrison has not previously served as an officer or employee of F&M Bank Corp. He will receive the standard compensation package for non-employee directors, including meeting fees, retainers and bonuses, as outlined in the proxy statement for the 2025 annual meeting of shareholders and as may be adjusted by the Board. Harrison currently serves as President and Chief Executive Officer of ComSonics in Harrisonburg, Virginia.
F & M Bank Corp. filed a current report to share that it has released its financial results for the quarter and full year ended December 31, 2025. The company also announced its quarterly dividend in the same press release dated January 30, 2026.
The press release is included as Exhibit 99.1 and is treated as information that is furnished, not filed, under securities law. No securities are listed as trading on a national exchange in this report.
F & M Bank Corp. reported that it and its bank subsidiary entered into amended and restated employment agreements with CEO Aubrey Michael Wilkerson, President Barton E. Black, and Executive Vice President and CFO Lisa F. Campbell effective December 16, 2025. The contracts set annual base salaries of $375,950 for Mr. Wilkerson, $329,250 for Mr. Black, and $292,500 for Ms. Campbell, with eligibility for executive bonus plans and standard employee benefits.
Each agreement runs through December 31, 2026 and automatically extends one year on each December 31 unless either party gives advance written notice or the agreement is otherwise terminated. If employment ends without cause or for good reason outside a change of control, each executive may receive up to 12 months of base salary, unpaid prior bonuses, and a welfare benefit tied to 12 months of incremental COBRA costs. Following a change of control, severance increases to a lump sum including a 24‑month welfare benefit and 2.99 times base salary plus the higher of target or most recent annual bonus, subject to a release of claims and compliance with non‑competition and non‑solicitation covenants that generally last 18 months after employment ends.
F & M Bank Corp. entered a Subordinated Note Purchase Agreement and issued $10.0 million of 7.55% fixed‑to‑floating rate subordinated notes due November 1, 2035.
The Notes pay 7.55% per annum from May 1, 2026 to but excluding November 1, 2030, then reset quarterly to three‑month SOFR + 424.5 bps to maturity, with interest payable in arrears. Beginning November 1, 2030, they are redeemable at the Company’s option on any scheduled interest payment date. The Notes are unsecured, rank junior to senior indebtedness, are not convertible, and are not callable by holders.
The Company states the Notes were structured to qualify as Tier 2 capital and intends to use proceeds to redeem existing subordinated debt and for general corporate purposes. The offering relied on Section 4(a)(2) and Regulation D exemptions. Separately, the Company furnished a press release announcing results for the quarter and nine months ended September 30, 2025 and its quarterly dividend.
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.