Farmers & Merchants Bancorp (FMCB) EVP reports Form 4 sale tied to retirement plan

Rhea-AI Filing Summary

Farmers & Merchants Bancorp executive reports small stock disposition linked to retirement plan changes. Executive Vice President Misasi J. Ryan filed a Form 4 for a transaction dated 12/05/2025 involving the company’s common stock. The filing shows a disposition of 2 shares of common stock at a price of $1,041.24 per share, using a 30-day volume weighted average price after the close of the market on December 4, 2025.

Following the transaction, the reporting person beneficially owns 2,472 shares directly, 60 shares indirectly through a spouse, and 2,885 shares indirectly in a grantor trust established in connection with the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans. The filing explains that, in anticipation of the liquidation and distribution of these terminated plans, trustees exchanged some shares in participants’ accounts for cash to provide liquidity for related tax liabilities.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Misasi J. Ryan

(Last) (First) (Middle)

111 W. PINE ST.

(Street)

LODI CA 95240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FARMERS & MERCHANTS BANCORP [ FMCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								60	I	Held by Spouse
Common Stock								2,472(1)	D
Common Stock	12/05/2025		D(2)		2	D	$1,041.24(3)	2,885	I	Held in grantor trust established in connection with the Co's Non-Qual Retirement Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As previously reported, on February 3, 2025, Reporting Person was granted a restricted stock award ("RSA") of 1,840 shares of issuer's common stock, which will vest ratably over a two (2) year term; and a special one-time RSA of 582 shares of issuer's common stock, which will vest ratably over a three (3) year term.

2. In connection with the anticipated liquidation and distribution of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans, which were terminated effective as of November 29, 2024, the Trustees of the grantor trust funding the plans elected to exchange some of the shares of Company stock held in the participant's accounts with cash to provide liquidity for related tax liabilities.

3. Utilized the 30-day volume weighted average price after close of the market December 4, 2025.

Remarks:

	Misasi J. Ryan	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did FMCB executive Misasi J. Ryan report?

The Form 4 reports that Executive Vice President Misasi J. Ryan disposed of 2 shares of Farmers & Merchants Bancorp common stock on 12/05/2025 at a price of $1,041.24 per share.

How many FMCB shares does the reporting person own after this transaction?

After the reported transaction, Misasi J. Ryan beneficially owns 2,472 shares of common stock directly, 60 shares indirectly held by a spouse, and 2,885 shares indirectly in a grantor trust tied to the company’s Non-Qualified Executive Retirement Plan.

Why were Farmers & Merchants Bancorp shares exchanged for cash in the grantor trust?

The filing explains that, in connection with the anticipated liquidation and distribution of the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans, which were terminated effective as of November 29, 2024, trustees elected to exchange some of the company stock in participants’ accounts for cash to provide liquidity for related tax liabilities.

How was the transaction price of $1,041.24 for FMCB shares determined?

The price of $1,041.24 per share was calculated using the 30-day volume weighted average price after the close of the market on December 4, 2025, as noted in the explanation of responses.

What is the reporting person’s role at Farmers & Merchants Bancorp (FMCB)?

Misasi J. Ryan is identified as an Officer of Farmers & Merchants Bancorp, serving as Executive Vice President, and is required to report transactions in the company’s equity securities.

Are the indirectly held FMCB shares owned through a retirement-related trust?

Yes. The Form 4 shows 2,885 shares of common stock held indirectly in a grantor trust established in connection with the company’s Non-Qualified Executive Retirement Plan, reflecting retirement-related holdings.