Farmers & Merchants Bancorp (FMCB) EVP transfers 2,885 shares to family trust

Rhea-AI Filing Summary

Farmers & Merchants Bancorp reported an insider ownership change by Executive Vice President Misasi J. Ryan. On December 10, 2025, 2,885 shares of common stock previously held indirectly through the company’s Non-Qualified Executive Retirement Plans were distributed for no consideration to a family trust for which he is trustee. He and his immediate family are the sole beneficiaries, so he remains the beneficial owner of these shares. Following the transactions, he beneficially owns 2,422 shares directly, 2,935 shares in the family trust, and 60 shares held by his spouse.

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^*

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)
12/10/2025

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								2,422(3)	D
Common Stock	12/10/2025		G		2,885(1)	D	$0	2,935(2)(3)	I	Held in family trust

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. Shares previously held indirectly through the Company's Non-Qualified Executive Retirement Plans, which, in connection with the liquidation and distribution of the Plans, were distributed by the Trustees of the Plan to Reporting Person's family trust on December 10, 2025, for no consideration. The Reporting Person is a trustee of the trust, and the Reporting Person and member of his immediate family are the sole beneficiaries of the trust. The Reporting Person remains the beneficial owner of the securities held by the trust.

2. 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.

3. 50 additional shares of the Issuer's common stock held in trust were previously reported as directly owned by the Reporting Person.

Remarks:

	Misasi J. Ryan	12/18/2025
	** 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 stock transaction did Farmers & Merchants Bancorp (FMCB) disclose?

The filing shows that on December 10, 2025, Executive Vice President Misasi J. Ryan had 2,885 shares of common stock distributed from the company’s Non-Qualified Executive Retirement Plans to a family trust for no consideration.

How many FMCB shares does Misasi J. Ryan now hold directly and indirectly?

After the reported transactions, Misasi J. Ryan beneficially owns 2,422 shares of Farmers & Merchants Bancorp common stock directly, 2,935 shares indirectly through a family trust, and 60 shares indirectly through his spouse.

Does Misasi J. Ryan remain the beneficial owner of the shares moved to the family trust?

Yes. The filing states that the Reporting Person remains the beneficial owner of the securities held by the family trust because he is a trustee and he and his immediate family are the sole beneficiaries.

What do the restricted stock awards referenced in the FMCB Form 4 involve?

The filing notes that on February 3, 2025, the reporting person was granted a restricted stock award of 1,840 shares of common stock vesting ratably over two years, and a special one-time restricted stock award of 582 shares vesting ratably over three years.

What correction about trust-held FMCB shares is disclosed in footnote (3)?

Footnote (3) explains that 50 additional shares of Farmers & Merchants Bancorp common stock held in trust were previously reported as directly owned by the reporting person, clarifying that those shares are held in the trust.

What is the nature of the transaction code "G" in this FMCB insider filing?

The common stock transaction dated December 10, 2025 is coded "G" and described as a distribution of shares from the company’s Non-Qualified Executive Retirement Plans to a family trust for no consideration, rather than an open-market purchase or sale.