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  4. [8-K] Farmers & Merchants Bancshares, Inc. Reports Material Event

Farmers and Merchants Bancshares (FMFG) pushes Rights Agreement end date to July 2027

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Farmers and Merchants Bancshares, Inc. entered into a Second Amendment to its Rights Agreement with Equiniti Trust Company, LLC. This amendment changes only the timing of the plan by extending the final expiration date of the rights to July 29, 2027, unless further extended or accelerated under the existing terms.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rights final expiration date July 29, 2027 Final expiration date of rights under amended Rights Agreement
Original Rights Agreement date July 30, 2024 Date of initial Rights Agreement with Equiniti Trust Company, LLC
First Amendment date June 17, 2025 Date of first amendment to the Rights Agreement
Second Amendment date June 16, 2026 Date Second Amendment to Rights Agreement was entered into
Rights Agreement regulatory
"which amended the Rights Agreement, dated as of July 30, 2024, by and between the Company and EQ"
A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.
Second Amendment to Rights Agreement regulatory
"the Company and Equiniti Trust Company, LLC entered into a Second Amendment to Rights Agreement"
Equiniti Trust Company, LLC financial
"Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC entered into a Second Amendment"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001698022 0001698022 2026-06-16 2026-06-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): June 16, 2026
 
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
000-55756
81-3605835
(State or other jurisdiction of
 incorporation or organization) 
(Commission file number)
(IRS Employer 
Identification No.)
 
4510 Lower Beckleysville Road, Suite H, Hampstead, MD
21074
(Address of principal executive offices)
(Zip Code)
 
                                                                Registrant’s telephone number, including area code: (410) 374-1510
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
Item 1.01
Entry into a Material Definitive Agreement.
 
On June 16, 2026, Farmers and Merchants Bancshares, Inc. (the “Company”) and Equiniti Trust Company, LLC (“EQ”) entered into a Second Amendment to Rights Agreement (the “Amendment”), which amended the Rights Agreement, dated as of July 30, 2024, by and between the Company and EQ, as amended by that certain First Amendment to Rights Agreement, dated as of June 17, 2025 (as amended, the “Rights Agreement”). The Amendment extends the final expiration date of the rights issued under the Rights Agreement to July 29, 2027 unless further extended or accelerated as provided in the Rights Agreement.
 
The Amendment is filed as Exhibit 4.3 to this report and is incorporated herein by reference. The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.3.
 
Item 3.03
Material Modification to Rights of Security Holders.
 
The information set forth under Item 1.01 of this report is incorporated into this Item 3.03 by reference.
 
Item 9.01
Financial Statements and Exhibits.
 

 
(d)
Exhibits.
The exhibits filed with this report are listed in the following Exhibit Index:
 
Exhibit No.         Description
 

 
4.1
Rights Agreement, dated as of July 30, 2024, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 30, 2024)

 
4.2
First Amendment to Rights Agreement, dated as of June 17, 2025, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 18, 2025)

 
4.3
Second Amendment to Rights Agreement, dated as of June 16, 2026, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent

 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FARMERS AND MERCHANTS BANCSHARES, INC.
 
 
 
 
 
 
 
 
Dated: June 16, 2026
By:
/s/ Gary A. Harris
 
 
 
Gary A. Harris
 
 
 
President & CEO
 
 
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Farmers and Merchants Bancshares, Inc. (FMFG) change in its Rights Agreement?

Farmers and Merchants Bancshares, Inc. approved a Second Amendment to its Rights Agreement with Equiniti Trust Company, LLC. The amendment primarily updates the agreement by extending the final expiration date of the rights while keeping other terms governed by the existing Rights Agreement.

When do the rights under FMFG’s Rights Agreement now expire?

The rights under FMFG’s Rights Agreement now have a final expiration date of July 29, 2027. This date can still be further extended or accelerated in the future if the existing Rights Agreement allows such changes under its specified terms.

Who is FMFG’s rights agent under the amended Rights Agreement?

Equiniti Trust Company, LLC serves as the rights agent under FMFG’s Rights Agreement. The company and Equiniti Trust Company, LLC entered into a Second Amendment, continuing their existing relationship in administering the shareholder rights covered by the agreement.

When was FMFG’s original Rights Agreement and first amendment adopted?

FMFG’s original Rights Agreement with Equiniti Trust Company, LLC was dated July 30, 2024. It was later updated by a First Amendment dated June 17, 2025, before this newly disclosed Second Amendment on June 16, 2026.

Where can investors find the full text of FMFG’s Second Amendment to the Rights Agreement?

The complete Second Amendment to the Rights Agreement is filed as Exhibit 4.3 to the Form 8-K. The company incorporates the full exhibit by reference, and the brief description in the filing is expressly qualified by that exhibit.

Filing Exhibits & Attachments

5 documents

Other Documents