Farmers & Merchants Bancorp (FMCB) CEO uses stock to cover tax bill

Rhea-AI Filing Summary

Kent A. Steinwert, President/CEO of Farmers & Merchants Bancorp, surrendered 2,117 common shares on August 4, 2026 to satisfy tax withholding on accelerated vesting of Restricted Stock Awards granted February 3, 2025. The $1,385 per-share value reflects the August 3, 2026 closing price. After this, he holds 3,333 shares directly, plus 5,099 in a trust, 19,000 via an LLC, and 5 as custodian for a minor child. A prior shift of 1,996 shares from direct to indirect ownership did not change his total beneficial ownership, and an earlier 5-share overstatement of trust holdings was corrected.

Insider Trade Summary

Net Seller: 2,117 shares

Net Sell 4 txns

Insider STEINWERT KENT A

Role President/CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2, F3	2,117	$1,385.00	$2.93M
holding	Common Stock F3, F4	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,333 shares (Direct); Common Stock — 5,099 shares (Indirect, Held in a Trust); Common Stock — 19,000 shares (Indirect, Held by a LLC); Common Stock — 5 shares (Indirect, Held as Custodian for a Minor Child (5))

Footnotes (4)

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.
3. F3. Since prior report 1,996 shares were moved from direct to indirect, Reporting Persons ownership did not change due to this transfer.
4. F4. On, February 4, 2026, the reporting person filed a Form 4 which inadvertently over-stated his indirect holdings in a Trust by 5 shares of common stock, this has been corrected.

Key Figures

Shares surrendered for tax: 2,117 shares Per-share value: $1,385 per share Direct holdings after transaction: 3,333 shares +4 more

7 metrics

Shares surrendered for tax 2,117 shares Common stock delivered to issuer for tax withholding on August 4, 2026

Per-share value $1,385 per share Value based on market closing price on August 3, 2026

Direct holdings after transaction 3,333 shares Common stock held directly by Kent A. Steinwert after the August 4, 2026 tax withholding

Trust holdings after reclassification 5,099 shares Common stock held indirectly in a trust after share movement and correction

LLC indirect holdings 19,000 shares Common stock held indirectly through an LLC associated with the reporting person

Custodial holdings 5 shares Common stock held as custodian for a minor child

Shares moved direct to indirect 1,996 shares Reclassified from direct to indirect ownership since the prior report, with no change in total ownership

Key Terms

Restricted Stock Awards, tax withholding obligations, accelerated vesting, indirect ownership

4 terms

Restricted Stock Awards financial

"accelerated vesting and settlement of Restricted Stock Awards originally granted"

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.

tax withholding obligations financial

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

accelerated vesting financial

"The acceleration in full on August 4, 2026 was approved"

indirect ownership financial

"1,996 shares were moved from direct to indirect, Reporting Persons ownership"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/06/2026 - 07:30 PM Accepted by SEC EDGAR 08/06/2026 - 07:29 PM Learn about SEC filing dates

FAQ

What insider transaction did FMCB's CEO report on this Form 4?

Kent A. Steinwert reported surrendering 2,117 FMCB common shares to the issuer to cover tax withholding. The shares satisfied taxes on fully accelerated Restricted Stock Awards granted February 3, 2025, which had a final vesting date of February 3, 2027 and were accelerated on August 4, 2026.

At what price were the 2,117 FMCB shares valued for the tax withholding?

The 2,117 shares were valued at $1,385 per share, based on the August 3, 2026 market closing price. This per-share amount was used solely to determine the number of shares needed to satisfy the reporting person’s tax withholding obligations on the restricted stock vesting.

How many FMCB shares does Kent A. Steinwert hold after this transaction?

After the transaction, Steinwert holds 3,333 FMCB shares directly. Indirectly, he holds 5,099 shares in a trust, 19,000 shares through an LLC, and 5 shares as custodian for a minor child, according to the reported post-transaction holdings.

What restricted stock awards triggered the tax-related 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. These awards were fully accelerated on August 4, 2026, with the acceleration approved by Farmers & Merchants Bancorp’s Personnel Committee.

Were any prior FMCB share holdings for the CEO corrected or reclassified?

Yes. Footnotes state that 1,996 shares were moved from direct to indirect ownership without changing total beneficial ownership. A previous Form 4 had also overstated indirect trust holdings by 5 shares, which has now been corrected in the reported trust position.

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^*

STEINWERT KENT A

(Last) (First) (Middle)

861 W. TURNER RD

(Street)

LODI CALIFORNIA 95242

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

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		2,117(1)	D	$1,385(2)	3,333(3)	D
Common Stock								5,099(3)(4)	I	Held in a Trust
Common Stock								19,000	I	Held by a LLC
Common Stock								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. 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.

3. Since prior report 1,996 shares were moved from direct to indirect, Reporting Persons ownership did not change due to this transfer.

4. On, February 4, 2026, the reporting person filed a Form 4 which inadvertently over-stated his indirect holdings in a Trust by 5 shares of common stock, this has been corrected.

Remarks:

	Steinwert Kent A	08/06/2026
	** 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)