FMCB announces temporary odd-lot program; sell up to 99 shares

Rhea-AI Filing Summary

Farmers & Merchants Bancorp announced a temporary, voluntary odd-lot program that lets shareholders who owned 99 shares or less of FMCB common stock as of November 12, 2025 sell all of their shares without paying any fees. The company says the program is designed to give eligible holders a simple way to exit small positions and improve liquidity.

The announcement was made via press release, which is included as an exhibit. The filing does not discuss pricing, timing, or participation levels; it focuses on eligibility and the fee‑free nature of the sale for odd‑lot holders.

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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): November 13, 2025

Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

Delaware	000-26099	94-3327828
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 West Pine Street, Lodi, California		95240
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (209) 367-2300

Former name or former address, if changed since last report

Not Applicable

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		Not applicable		Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01 Other Events

On November 13, 2025, Farmers & Merchants Bancorp (the “Company”) issued a press release announcing that it will temporarily offer a special voluntary program through which shareholders owning 99 shares or less of FMCB common stock, as of November 12, 2025, may sell all of their shares without paying any fees. This program allows eligible shareholders to easily sell all their shares in a convenient and efficient manner, while providing an opportunity to increase their liquidity and diversify their portfolio. A copy of this press release is included as Exhibit 99 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	Exhibit No.	Description of Exhibits
	99	Press release announcing that it will temporarily offer a special voluntary program through which shareholders owning 99 shares or less of FMCB common stock, as of November 12, 2025, may sell all of their shares without paying any fees, a copy of which is included as Exhibit 99 and incorporated herein by reference.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	FARMERS & MERCHANTS BANCORP
	By	/s/ Bart R. Olson
		Bart R. Olson
		Executive Vice President
		& Chief Financial Officer
Date:  November 13, 2025

FAQ

What did FMCB (Farmers & Merchants Bancorp) announce in this 8-K?

A temporary voluntary program allowing eligible shareholders to sell all their FMCB shares without fees.

Who is eligible for FMCB’s fee-free sale program?

Shareholders who owned 99 shares or less of FMCB common stock as of November 12, 2025.

What fees will participants in FMCB’s program pay?

Eligible shareholders can sell without paying any fees.

Is participation in FMCB’s program mandatory?

No. It is a temporary and voluntary program.

Where can I find more details on FMCB’s odd-lot sale program?

Details are in the press release included as Exhibit 99.

What is the stated purpose of FMCB’s program?

To let eligible shareholders sell small positions conveniently and increase their liquidity.