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Farmers & Merchants Bancorp (NASDAQ: FMCB) director updates share holdings

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

Rhea-AI Filing Summary

Farmers & Merchants Bancorp director Kevin Sanguinetti reported changes in his FMCB share holdings. On December 5, 2025, a transaction coded as a disposition involved 592 shares of common stock at a price of $1,041.24 per share, tied to activity in the company’s non-qualified retirement plans. Following the reported transactions, he beneficially owns 6,318 shares directly, 727 shares indirectly through his spouse, and 805 shares indirectly held in a grantor trust associated with the company’s non-qualified retirement plan.

The notes explain that the non-qualified executive and senior management retirement plans were terminated effective November 29, 2024, and the trust exchanged some company shares in participants’ accounts for cash to provide liquidity for related tax liabilities. Earlier, on February 3, 2025, he received a restricted stock award of 147 shares that vests after one year, adding to his equity-based compensation in FMCB.

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Insider SANGUINETTI KEVIN
Role Director
Type Security Shares Price Value
Disposition Common Stock 592 $1,041.24 $616K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 805 shares (Indirect, Held in grantor trust established in connection with the Co's Non-Qual Retirement Plan); Common Stock — 6,318 shares (Direct)
Footnotes (1)
  1. On February 3, 2025, Reporting Person was granted a restricted stock award of 147 shares of Issuer's common stock, which vests after one (1) year. 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. Utilized the 30-day volume weighted average price after close of the market December 4, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
SANGUINETTI KEVIN
(Last) (First) (Middle)
(Street)
(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 6,318(1) D
Common Stock 727 I Held by Spouse
Common Stock 12/05/2025 D(2) 592 D $1,041.24(3) 805 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. On February 3, 2025, Reporting Person was granted a restricted stock award of 147 shares of Issuer's common stock, which vests after one (1) year.
2. 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.
3. Utilized the 30-day volume weighted average price after close of the market December 4, 2025.
Remarks:
Sanguinetti Kevin 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FMCB director Kevin Sanguinetti report?

Kevin Sanguinetti, a director of Farmers & Merchants Bancorp (FMCB), reported a disposition of 592 shares of common stock on December 5, 2025, as shown in Table I of the filing.

At what price were the Farmers & Merchants Bancorp (FMCB) shares disposed of?

The 592 FMCB shares were disposed of at a price of $1,041.24 per share, based on a 30-day volume weighted average price calculated after the market close on December 4, 2025.

How many Farmers & Merchants Bancorp (FMCB) shares does Kevin Sanguinetti now beneficially own?

After the reported transactions, Kevin Sanguinetti beneficially owns 6,318 shares directly, 727 shares indirectly held by his spouse, and 805 shares indirectly in a grantor trust tied to the company’s non-qualified retirement plan.

What is the significance of the non-qualified retirement plans mentioned for FMCB?

The company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans were terminated effective November 29, 2024. In anticipation of their liquidation and distribution, the trustees exchanged some FMCB shares in participants’ accounts for cash to provide liquidity for related tax liabilities.

Did Kevin Sanguinetti receive any new Farmers & Merchants Bancorp (FMCB) equity awards in 2025?

Yes. On February 3, 2025, he was granted a restricted stock award of 147 shares of FMCB common stock, which vests after one year, as described in the explanation of responses.

What roles does Kevin Sanguinetti hold at Farmers & Merchants Bancorp (FMCB)?

In this filing, Kevin Sanguinetti is identified as a director of Farmers & Merchants Bancorp, and the Form 4 is filed by one reporting person.