Farmers & Merchants Bancorp (FMCB) insider surrenders shares to cover taxes

Rhea-AI Filing Summary

Farmers & Merchants Bancorp executive Bennett Thomas A, EVP and Enterprise Risk Officer, surrendered 131 shares of Common Stock to the issuer on August 4, 2026 to satisfy tax withholding obligations tied to accelerated vesting and settlement of Restricted Stock Awards granted February 3, 2025.

The surrendered shares were valued at $1,385 per share, the August 3, 2026 market close, and he now directly holds 241 shares of Common Stock after this tax-withholding disposition, which was approved by the issuer's Personnel Committee.

Insider Trade Summary

Net Seller: 131 shares

Net Sell 1 txn

Insider Bennett Thomas A

Role EVP, Enterprise Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	131	$1,385.00	$181K

Holdings After Transaction: Common Stock — 241 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Reflects market closing price on 8/3/2026.

Key Figures

Shares surrendered for taxes: 131 shares Reference price per share: $1,385.00 per share Direct holdings after transaction: 241 shares +3 more

6 metrics

Shares surrendered for taxes 131 shares Common Stock surrendered on August 4, 2026 to satisfy tax withholding obligations

Reference price per share $1,385.00 per share Market closing price on August 3, 2026 used to value surrendered shares

Direct holdings after transaction 241 shares Common Stock directly owned by the reporting person following the tax-withholding disposition

Restricted Stock Awards grant date February 3, 2025 Original grant date of the Restricted Stock Awards tied to the transaction

Original final vesting date February 3, 2027 Initial final vesting date of the Restricted Stock Awards before acceleration

Acceleration and settlement date August 4, 2026 Date on which vesting was accelerated in full and awards were settled

Key Terms

Restricted Stock Awards, accelerated vesting, tax withholding obligations, Personnel Committee

4 terms

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.

accelerated vesting financial

"upon the release of accelerated vesting and settlement of Restricted Stock Awards"

tax withholding obligations financial

"surrendered to Issuer for the satisfaction of Reporting Person's tax withholding obligations"

Personnel Committee other

"The acceleration in full on August 4, 2026 was approved by the Issuer's Personnel Committee"

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Available on EDGAR 08/05/2026 - 07:53 PM Accepted by SEC EDGAR 08/05/2026 - 07:53 PM Learn about SEC filing dates

FAQ

What insider transaction did Farmers & Merchants Bancorp (FMCB) report for Bennett Thomas A?

Farmers & Merchants Bancorp reported that Bennett Thomas A surrendered 131 shares of Common Stock to the company. The shares were delivered to satisfy his tax withholding obligations related to accelerated vesting and settlement of previously granted Restricted Stock Awards on August 4, 2026.

What is Bennett Thomas A’s role at Farmers & Merchants Bancorp (FMCB)?

Bennett Thomas A is an officer of Farmers & Merchants Bancorp, serving as EVP, Enterprise Risk Officer. His reported transaction relates to equity compensation, specifically Restricted Stock Awards whose vesting and settlement led to a tax-withholding share surrender.

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

After the tax-withholding disposition, Bennett Thomas A directly holds 241 shares of Farmers & Merchants Bancorp Common Stock. This figure reflects his direct ownership immediately following the surrender of 131 shares to cover tax obligations from accelerated Restricted Stock Award vesting.

What price was used to value the surrendered Farmers & Merchants Bancorp (FMCB) shares?

The 131 surrendered shares were valued at $1,385.00 per share, which the company notes was the market closing price on August 3, 2026. This price was used in connection with satisfying Bennett Thomas A’s tax withholding obligations.

What equity awards triggered the tax-withholding share surrender at FMCB?

The transaction relates to Restricted Stock Awards originally granted on February 3, 2025 with a final vesting date of February 3, 2027. Their vesting was accelerated in full on August 4, 2026, as approved by Farmers & Merchants Bancorp’s Personnel Committee.

Was the FMCB insider transaction by Bennett Thomas A under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked, indicating the transaction was not affirmed as being executed under a Rule 10b5-1 trading plan. It is characterized instead as payment of tax liability by delivering or withholding securities.

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Enterprise Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/04/2026		F		131(1)	D	$1,385(2)	241	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 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.

2. Reflects market closing price on 8/3/2026.

Remarks:

	Bennett Thomas A	08/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)