Farmers & Merchants Bancorp (FMCB) director updates holdings via retirement plan share exchange

Rhea-AI Filing Summary

Farmers & Merchants Bancorp director Steven K. Green reported a change in his holdings of the company’s common stock on a Form 4 dated December 5, 2025. The filing shows a disposition of 185 shares of common stock, with remaining holdings split between directly owned shares and shares held indirectly in a grantor trust tied to the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans. The trustees exchanged some company shares in participants’ accounts for cash in connection with the anticipated liquidation and distribution of these plans, which were terminated effective November 29, 2024. The transaction price was based on a 30-day volume-weighted average price calculated after the market close on December 4, 2025.

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^*

Green Steven K.

(Last) (First) (Middle)

111 W. PINE ST.

(Street)

LODI CA 95240

(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								185	D
Common Stock	12/05/2025		D(1)		196	D	$1,041.24(2)	362	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. 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.

2. Utilized the 30-day volume weighted average price after close of the market December 4, 2025.

Remarks:

	Green Steven K.	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.

FAQ

What insider transaction did FMCB disclose for Steven K. Green?

The Form 4 reports that Steven K. Green, a director of Farmers & Merchants Bancorp, had 185 shares of common stock disposed of in a reported transaction dated December 5, 2025, with remaining shares held both directly and indirectly.

Why were Farmers & Merchants Bancorp (FMCB) shares exchanged for cash in this Form 4?

The explanation states that the trustees of the grantor trust funding the company’s Non-Qualified Executive Retirement and Senior Management Retirement Plans exchanged some company stock in participant accounts for cash to provide liquidity for related tax liabilities tied to the anticipated liquidation and distribution of the plans.

What happened to FMCB’s Non-Qualified Executive Retirement and Senior Management Retirement Plans?

The plans were terminated effective November 29, 2024. In anticipation of their liquidation and distribution, trustees adjusted participant accounts by exchanging some company stock for cash to address associated tax obligations.

How was the transaction price determined in the FMCB Form 4 filing?

The filing notes that the price used for the transaction was based on the 30-day volume weighted average price calculated after the close of the market on December 4, 2025.

What indirect FMCB holdings does Steven K. Green report?

The Form 4 indicates that a portion of Steven K. Green’s Farmers & Merchants Bancorp common stock is held indirectly in a grantor trust established in connection with the company’s Non-Qualified Retirement Plan.

Is the Farmers & Merchants Bancorp (FMCB) Form 4 related to open-market trading by the director?

The explanation links the transaction to the anticipated liquidation and distribution of the company’s non-qualified retirement plans and trustee actions in a grantor trust, rather than to ordinary open-market trading decisions by the director.