Farmers & Merchants Bancorp (FMCB) exec surrenders stock for taxes

Rhea-AI Filing Summary

Farmers & Merchants Bancorp EVP, Chief Admin. Officer Troy Harper reported a tax-withholding disposition of 144 shares of common stock on August 4, 2026. The shares were surrendered to the issuer to satisfy tax obligations tied to the accelerated vesting and settlement of restricted stock awards originally granted on February 3, 2025. The value used was the $1,385 market closing price on August 3, 2026. After this transaction, Harper directly holds 382 shares of common stock. The transaction was not reported as made under a Rule 10b5-1 trading plan and does not reflect an open-market sale.

Insider Trade Summary

Net Seller: 144 shares

Net Sell 1 txn

Insider Harper Troy

Role EVP, Chief Admin. Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	144	$1,385.00	$199K

Holdings After Transaction: Common Stock — 382 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: 144 shares Per-share value: $1,385 per share Shares after transaction: 382 shares +3 more

6 metrics

Shares surrendered 144 shares Shares of common stock surrendered for tax withholding on August 4, 2026

Per-share value $1,385 per share Reflects market closing price on August 3, 2026 used for the tax-withholding transaction

Shares after transaction 382 shares Total common shares directly held by Troy Harper following the disposition

Original grant date February 3, 2025 Grant date of Restricted Stock Awards whose accelerated vesting triggered the tax withholding

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

Acceleration date August 4, 2026 Date on which vesting was accelerated in full, approved by the Personnel Committee

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 regulatory

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 07:53 PM Accepted by SEC EDGAR 08/05/2026 - 07:52 PM Learn about SEC filing dates

FAQ

What insider transaction did Farmers & Merchants Bancorp (FMCB) report for Troy Harper?

Farmers & Merchants Bancorp reported that EVP Troy Harper surrendered 144 shares of common stock to the company to cover tax withholding obligations on accelerated restricted stock vesting, leaving him with 382 directly held shares afterward.

Was Troy Harper’s FMCB share disposition an open-market sale?

No. The Form 4 states Harper’s 144-share disposition was a tax-withholding transaction, where shares were surrendered to Farmers & Merchants Bancorp to satisfy tax obligations, rather than sold on the open market to third-party buyers.

At what price were Troy Harper’s FMCB shares valued for the tax withholding?

The 144 surrendered shares were valued at $1,385 per share, which the filing notes reflects the market closing price on August 3, 2026, the day before the tax-withholding transaction related to accelerated vesting.

How many Farmers & Merchants Bancorp (FMCB) shares does Troy Harper hold after the transaction?

Following the tax-withholding disposition of 144 shares, Troy Harper directly holds 382 shares of FMCB common stock. This post-transaction balance is explicitly reported as the total shares owned after the August 4, 2026 event.

What triggered the tax-withholding share surrender reported by FMCB for Troy Harper?

The disposition was triggered by the accelerated vesting and settlement of Harper’s Restricted Stock Awards, originally granted on February 3, 2025, with full acceleration on August 4, 2026 approved by the Personnel Committee.

Is Troy Harper’s FMCB Form 4 transaction under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes do not reference one, indicating the tax-withholding disposition was not reported as pursuant to a Rule 10b5-1 plan.

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^*

Harper Troy

(Last) (First) (Middle)

121 N 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, Chief Admin. 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		144(1)	D	$1,385(2)	382	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:

	Harper Troy	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)