Farmers & Merchants (FMCB) EVP covers taxes with 95 surrendered shares

Rhea-AI Filing Summary

Farmers & Merchants Bancorp executive vice president Bennett Thomas reported a tax-related share surrender on Form 4. On February 4, 2026, he surrendered 95 shares of common stock to the company to cover tax withholding on the release of 242 restricted shares.

The value used for this withholding was based on the $1,160 market closing price on February 3, 2026. After this transaction, Thomas directly beneficially owned 442 shares of FMCB common stock. The footnotes also note that shares previously held indirectly through the company’s Non-Qualified Executive Retirement Plans were distributed by the plan trustees on December 10, 2025 for no consideration.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bennett Thomas A

(Last) (First) (Middle)

121 W. PINE STREET

(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)
02/04/2026

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	02/04/2026		F		95(1)	D	$1,160(2)	442(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. Represents the number of shares of Issuer's common stock that Reporting Person surrendered to Issuer for the satisfaction of Reporting Person's tax withholding obligations upon the release of 242 shares of restricted stock on February 4, 2026.

2. Reflects market closing price on 2/3/2026.

3. Shares previously held indirectly through the Company's Non-Qualified Executive Retirement Plans were distributed by the Trustees of the Plans, in connection with the liquidation and distribution of the Plans, on December 10, 2025, for no consideration.

Remarks:

	Bennett Thomas A	02/05/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FMCB executive Bennett Thomas report on Form 4?

Bennett Thomas reported surrendering 95 shares of FMCB common stock to the company to satisfy tax withholding on vested restricted stock. The transaction occurred on February 4, 2026 and is a non-open-market, tax-related adjustment rather than a discretionary share sale.

Why were 95 FMCB shares surrendered by the executive vice president?

The 95 FMCB shares were surrendered to the issuer to cover Bennett Thomas’s tax withholding obligations when 242 restricted stock shares were released on February 4, 2026. This type of transaction is commonly used to settle taxes without the insider selling shares in the open market.

At what price were the surrendered FMCB shares valued in the Form 4 filing?

The surrendered shares were valued at $1,160 per share, reflecting the market closing price on February 3, 2026. This price was used solely for tax withholding calculations in connection with the restricted stock release, not for an open-market sale transaction.

How many FMCB shares does Bennett Thomas own after this reported transaction?

After the reported transaction, Bennett Thomas beneficially owns 442 shares of FMCB common stock directly. This figure reflects his holdings following the surrender of 95 shares for tax withholding tied to the vesting of 242 restricted stock shares on February 4, 2026.

What does the Form 4 say about FMCB shares held through Non-Qualified Executive Retirement Plans?

The Form 4 notes that FMCB shares previously held indirectly through the company’s Non-Qualified Executive Retirement Plans were distributed by the plan trustees on December 10, 2025. These distributions occurred in connection with plan liquidation and were made for no consideration to the reporting person.

Is the FMCB Form 4 transaction an open-market sale by the executive?

The transaction is not an open-market sale. Instead, it reflects the surrender of 95 FMCB shares back to the issuer to satisfy tax withholding on released restricted stock. The shares were used for tax purposes rather than being sold to public market buyers.