Farmers & Merchants Bancorp (FMCB) CEO reports trust sale of 9,425 shares

Rhea-AI Filing Summary

Farmers & Merchants Bancorp President and CEO Kent A. Steinwert, who is also a director, reported a transaction in the company’s common stock dated December 5, 2025. An indirect account in a grantor trust established under the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans disposed of 9,425 shares of common stock at a price of $1,041.24 per share, leaving 20,300 shares held indirectly in the trust and 11,203 shares held directly.

The company’s non-qualified retirement plans were terminated effective November 29, 2024, and in connection with their anticipated liquidation and distribution, the trustees exchanged some company shares in participant accounts for cash to provide liquidity for related tax liabilities. The price used was the 30-day volume-weighted average price after the close of the market on December 4, 2025. The filing also notes previously reported restricted stock awards totaling 9,390 shares granted on February 3, 2025, vesting over two- and three-year terms.

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^*

STEINWERT KENT A

(Last) (First) (Middle)

861 W. TURNER RD

(Street)

LODI CA 95242

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

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	12/05/2025		D(1)		9,425	D	$1,041.24(2)	20,300	I	Held in grantor trust established in connection with the Co's Non-Qual Retirement Plan
Common Stock								11,203(3)	D

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. 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.

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

3. As previously reported, on February 3, 2025, Reporting Person was granted a restricted stock award ("RSA") without voting rights of 7,260 shares of Issuer's common stock, which will vest ratably over a two (2) year term; and a special one-time RSA without voting rights of 2,130 shares of Issuer's common stock, which will vest ratably over a three (3) year term.

Remarks:

	Steinwert Kent A	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FMCB report for Kent A. Steinwert?

The President/CEO and director Kent A. Steinwert reported that a grantor trust associated with the company’s non-qualified retirement plans disposed of 9,425 shares of Farmers & Merchants Bancorp common stock on December 5, 2025.

What price was used for the FMCB shares in this reported transaction?

The transaction used a price of $1,041.24 per share, which reflects the 30-day volume weighted average price after the close of the market on December 4, 2025.

Why were FMCB shares exchanged for cash in the grantor trust?

The trustees for the non-qualified retirement plans exchanged some company shares in participant accounts for cash to provide liquidity for related tax liabilities as part of the anticipated liquidation and distribution of plans that were terminated effective November 29, 2024.

How many FMCB shares does Kent A. Steinwert hold after the transaction?

Following the reported transaction, Kent A. Steinwert beneficially owns 20,300 shares of Farmers & Merchants Bancorp common stock indirectly through the grantor trust and 11,203 shares directly.

What retirement plans are connected to this FMCB stock transaction?

The transaction is tied to the anticipated liquidation and distribution of the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans, which were terminated effective November 29, 2024.

What restricted stock awards does Kent A. Steinwert have from FMCB?

As previously reported, on February 3, 2025 he was granted a restricted stock award of 7,260 shares of common stock vesting ratably over two years, and a special one-time restricted stock award of 2,130 shares vesting ratably over three years, both without voting rights.

Is the FMCB insider transaction related to a trading plan under Rule 10b5-1?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) plan, but the provided excerpt does not show that this box was selected.