Farmers & Merchants Bancorp (FMCB) director reports trust share exchange

Rhea-AI Filing Summary

Farmers & Merchants Bancorp director James Craig W. filed a Form 4 reporting an administrative change in his indirect holdings of company stock on 12/05/2025. The filing shows 322 shares of common stock beneficially owned indirectly, held in a grantor trust connected to the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans.

The plans were terminated effective November 29, 2024, and in anticipation of their liquidation and distribution, the trustees of the grantor trust exchanged some of the company shares in participant accounts for cash to provide liquidity for related tax liabilities. The cash value for this exchange was based on a 30-day volume weighted average price calculated after the market close on December 4, 2025.

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

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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^*

James Craig W.

(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)

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

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								83	D
Common Stock	12/05/2025		D(1)		67	D	$1,041.24(2)	322	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. 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.

Remarks:

	James Craig W.	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.
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 Farmers & Merchants Bancorp (FMCB) report on this Form 4?

The Form 4 reports an administrative change in director James Craig W.'s indirect ownership of Farmers & Merchants Bancorp common stock related to the company’s non-qualified retirement plans.

How many Farmers & Merchants Bancorp (FMCB) shares does the reporting person own after the transaction?

Following the reported transaction, the Form 4 lists 322 shares of common stock as beneficially owned indirectly by the reporting person, held in a grantor trust.

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

The explanation states that, in connection with the anticipated liquidation and distribution of the terminated non-qualified retirement plans, trustees exchanged some company shares for cash to provide liquidity for related tax liabilities.

Which Farmers & Merchants Bancorp (FMCB) plans are involved in this Form 4 transaction?

The transaction involves the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans, which were terminated effective November 29, 2024.

How was the price determined for the Farmers & Merchants Bancorp (FMCB) share-to-cash exchange?

The reported price used for the share exchange utilized the 30-day volume weighted average price after the market close on December 4, 2025.

What is the ownership form of the Farmers & Merchants Bancorp (FMCB) shares reported on this Form 4?

The 322 shares of common stock are reported as indirectly owned (I), held in a grantor trust established in connection with the company’s non-qualified retirement plan.

What is the reporting person’s relationship to Farmers & Merchants Bancorp (FMCB)?

The reporting person is identified as a Director of Farmers & Merchants Bancorp on the Form 4.