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Farmers & Merchants (FMCB) CFO surrenders 486 shares for tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FARMERS & MERCHANTS BANCORP Executive Vice President and CFO Bart R Olson reported a tax-related share disposition. On August 4, 2026, he surrendered 486 shares of common stock to the issuer at 1385.0000 per share to satisfy tax withholding on accelerated vesting of restricted stock awards originally granted on February 3, 2025. Following this, he holds 822 shares directly and 1,356 shares indirectly through a family trust; 666 shares had previously been reclassified from direct to indirect ownership without changing his overall stake.

Positive

  • None.

Negative

  • None.
Insider Olson Bart R
Role Executive Vice President, CFO
Type Security Shares Price Value
Tax Withholding Common Stock F2, F3 486 $1,385.00 $673K
holding Common Stock F1 -- -- --
Holdings After Transaction: Common Stock — 822 shares (Direct); Common Stock — 1,356 shares (Indirect, Held in family trust)
Footnotes (3)
  1. F1. Since prior report 666 shares were moved from direct to indirect, Reporting Persons ownership did not change due to this transfer.
  2. F2. 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 accelerated vesting and settlement of Restricted Stock Awards originally granted on February 3, 2025, with a final vesting date of February 3, 2027. The acceleration in full on August 4, 2026 was approved by the Issuer's Personnel Committee.
  3. F3. Reflects market closing price on 8/3/2026.
Shares surrendered for tax withholding 486 shares Common stock surrendered to issuer on August 4, 2026 to satisfy tax withholding obligations.
Per-share value used for tax withholding 1385.0000 per share Reflects market closing price on 8/3/2026 for surrendered shares.
Direct holdings after transaction 822 shares Directly owned Farmers & Merchants Bancorp common shares following August 4, 2026 tax-withholding disposition.
Indirect holdings in family trust 1356.0000 shares Indirect common stock holdings in a family trust reported as of August 4, 2026.
Shares moved from direct to indirect 666 shares Reclassified from direct to indirect ownership since prior report without changing total ownership.
Restricted Stock Awards grant date February 3, 2025 Original grant date of restricted stock awards tied to the tax-withholding shares.
Original final vesting date February 3, 2027 Planned final vesting date of the restricted stock awards before acceleration.
Acceleration date of awards August 4, 2026 Date vesting of the restricted stock awards was accelerated in full, approved by the Personnel Committee.
Restricted Stock Awards financial
"settlement of Restricted Stock Awards originally granted on February 3, 2025"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
tax withholding obligations financial
"surrendered to Issuer for the satisfaction of Reporting Person's tax withholding obligations"
accelerated vesting financial
"upon the release of accelerated vesting and settlement of Restricted Stock Awards"
family trust financial
"Indirect ownership noted as Held in family trust"
Personnel Committee regulatory
"The acceleration in full on August 4, 2026 was approved by the Issuer's Personnel Committee"

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FAQ

What insider transaction did FMCB executive Bart R Olson report?
Bart R Olson reported surrendering 486 shares of Farmers & Merchants Bancorp common stock to the issuer to cover tax withholding obligations on accelerated vesting of restricted stock awards, rather than an open-market sale, on August 4, 2026.

At what price were the FMCB shares surrendered by CFO Bart R Olson?
The 486 shares of Farmers & Merchants Bancorp common stock were valued at 1385.0000 per share, reflecting the market closing price on August 3, 2026, when surrendered to satisfy tax withholding obligations tied to restricted stock awards.

How many FMCB shares does Bart R Olson hold after this Form 4 transaction?
After the reported transaction, Bart R Olson holds 822 shares of Farmers & Merchants Bancorp common stock directly and 1,356 shares indirectly through a family trust, as disclosed for holdings dated August 4, 2026.

Did Bart R Olson’s overall ownership in FMCB change due to share transfers?
A footnote states that 666 shares were moved from direct to indirect ownership since the prior report, with no change in Olson’s overall ownership of Farmers & Merchants Bancorp stock; this was an internal reclassification between direct and family trust holdings.

What is the background of the restricted stock behind FMCB’s reported tax withholding?
The surrendered 486 shares relate to Restricted Stock Awards originally granted on February 3, 2025 with a final vesting date of February 3, 2027, whose vesting was fully accelerated on August 4, 2026 with approval by the issuer’s Personnel Committee.
SEC Form 4
FORM 4UNITED 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*
Olson Bart R
(Last)(First)(Middle)
FARMERS & MERCHANTS BANCORP
121 W. PINE STREET
(Street)
LODI CALIFORNIA 95240
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FARMERS & MERCHANTS BANCORP [ FMCB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock1,356(1)IHeld in family trust
Common Stock08/04/2026F486(2)D$1,385(3)822D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Since prior report 666 shares were moved from direct to indirect, Reporting Persons ownership did not change due to this transfer.
2. 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 accelerated vesting and settlement of Restricted Stock Awards originally granted on February 3, 2025, with a final vesting date of February 3, 2027. The acceleration in full on August 4, 2026 was approved by the Issuer's Personnel Committee.
3. Reflects market closing price on 8/3/2026.
Remarks:
Olson Bart R08/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR