Farmers & Merchants Bancorp (FMCB) CEO details stock award and trust transfers

Rhea-AI Filing Summary

Farmers & Merchants Bancorp President/CEO and director Kent A. Steinwert reported several equity transactions. On December 9, 2025, he received a restricted stock award of 400 shares of common stock without voting rights, which will vest evenly over one year, bringing his directly held stake to 9,790 shares after the grant.

On December 10, 2025, shares previously held through the company’s Non-Qualified Executive Retirement Plans were distributed, for no consideration, to his family trust and an LLC, and are now reported as indirect ownership of 3,108 shares in a trust and 19,000 shares via an LLC. The filing also clarifies that 5 shares are held as custodian for a minor child, for which he disclaims beneficial ownership.

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

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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^*

STEINWERT KENT A

(Last) (First) (Middle)

861 W. TURNER RD

(Street)

LODI CA 95242

(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
X	Officer (give title below)		Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		A		400(1)	D	$0	9,790(2)	D
Common Stock	12/10/2025		G		2,937(3)	D	$0	3,108	I	Held in a Trust
Common Stock	12/10/2025		G		17,363(4)	D	$0	19,000(4)	I	Held by a LLC
Common Stock								5(5)	I	Held as Custodian for a Minor Child (5)

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 December 9, 2025, Reporting Person was granted a restricted stock award ("RSA") of 400 shares of Issuer's common stock without voting rights, which will vest ratably over a one (1) year term.

2. Includes, as previously reported, grants on February 3, 2025 to Reporting Person of a RSA of 7,260 shares of Issuer's common stock without voting rights , which will vest ratably over a two (2) year term; and a special one-time RSA of 2,130 shares of Issuer's common stock without voting rights, which will vest ratably over a three (3) year term.

3. 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.

4. Shares previously held indirectly through the Company's Non-Qualified Executive Retirement Plans were distributed by the Trustees of the Plans, in connection with the liquidation and distribution of the Plans, on December 10, 2025, for no consideration.

5. These share were previously reported as directly owned by Reporting Person; however, they are held by Reporting Person as custodian for a minor child. The Reporting Person disclaims beneficial ownership of these shares.

Remarks:

	Steinwert Kent A	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.
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FAQ

What insider transactions did FMCB's CEO report in this filing?

Kent A. Steinwert, President/CEO and director of Farmers & Merchants Bancorp (FMCB), reported receiving a restricted stock award and reclassifying shares from company retirement plans into a family trust, an LLC, and custodial holdings.

How many FMCB shares were granted to the CEO in the new restricted stock award?

On December 9, 2025, the CEO received a restricted stock award of 400 shares of FMCB common stock without voting rights, vesting ratably over one year.

What is Kent A. Steinwert’s direct ownership of FMCB stock after these transactions?

Following the reported transactions, Kent A. Steinwert directly owns 9,790 shares of Farmers & Merchants Bancorp common stock.

How many FMCB shares does the CEO now hold indirectly through trusts and entities?

After the distributions on December 10, 2025, the CEO reports indirect ownership of 3,108 shares held in a family trust and 19,000 shares held by an LLC.

Were any FMCB shares sold for cash in connection with the Non-Qualified Executive Retirement Plans?

No. The filing states that shares previously held through the Non-Qualified Executive Retirement Plans were distributed for no consideration to the family trust and LLC in connection with the liquidation and distribution of the plans.

How are FMCB shares held for a minor child reported in this filing?

The filing notes 5 shares are held by Kent A. Steinwert as custodian for a minor child, and he disclaims beneficial ownership of these shares.