Farmers & Merchants Bancshares Completes $12.5M Private Debt Raise

Rhea-AI Filing Summary

Farmers & Merchants Bancshares, Inc. filed a Form D reporting a completed private offering of debt securities under Rule 506(b). The company raised the full $12,500,000 and reports remaining to be sold. The first sale occurred on 2025-09-25. The offering accepted a minimum outside investment of $100,000 and lists 9 total investors. Sales commissions are reported at $375,000 (estimate) and finders' fees at $0. The issuer is a Maryland corporation operating in commercial banking with principal offices in Hampstead, Maryland. The Form D is signed by President & CEO Gary A. Harris.

Positive

• Full subscription: The offering raised the entire $12,500,000 with $0 remaining to be sold
• Clear exemption: Reliance on Rule 506(b) (private placement) is explicitly stated
• Low finder fees: Reported $0 in finders' fees

Negative

• Distribution cost: Sales commissions estimated at $375,000, a material cash outflow
• Limited investor base: Only 9 investors, indicating concentration
• High minimum investment: $100,000 minimum may limit investor diversity

Insights

Securities Compliance Analyst

TL;DR: Form D shows a Rule 506(b) private debt offering fully subscribed for $12.5M with nine investors.

The filing confirms reliance on Rule 506(b), which permits accredited-investor private placements without general solicitation. The issuer reports the entire $12,500,000 was sold, with no remaining amount to be sold, and the first sale date of 2025-09-25 is provided. The minimum outside investment of $100,000 and the reported sales commissions ($375,000 estimate) are explicitly disclosed, which are relevant to state filings and commission calculations.

Corporate Finance Specialist

TL;DR: This is a $12.5M debt raise for the bank, with material costs to distribution disclosed.

The Form D identifies the securities offered as debt and discloses that the offering raised $12,500,000. Sales commissions of $375,000 are noted, representing a quantifiable distribution expense. The filing lists nine investors and confirms no proceeds were allocated to named executives or directors. These facts are direct, concrete items useful for assessing near-term financing and dilution of debt capacity.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001698022

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Farmers & Merchants Bancshares, Inc.

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Farmers & Merchants Bancshares, Inc.
Street Address 1		Street Address 2
4510 LOWER BECKLEYSVILLE ROAD		SUITE H
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HAMPSTEAD	MARYLAND	21074	4103741510

3. Related Persons

Last Name	First Name	Middle Name
BOSLEY	JAMES
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
CASSELL	ROGER
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
ELINE	STEVEN
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HALLE	EDWARD
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HARRIS	GARY
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HUX	RONALD
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
MILLER	EMILY
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
POLLOKOFF	ROBERT
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SCHINDLER	BRUCE
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SMACK	TERESA
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SUSIE	PAUL
Street Address 1	Street Address 2
4510 LOWER BECKLEYSVILLE ROAD	SUITE H
City	State/Province/Country	ZIP/PostalCode
HAMPSTEAD	MARYLAND	21074

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-25				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Performance Trust Capital Partners LLC	36155
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
500 W. Madison St.	Suite 450
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60661
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
MARYLAND ALABAMA NEW YORK VIRGINIA CALIFORNIA WEST VIRGINIA

13. Offering and Sales Amounts

Total Offering Amount	$12,500,000	USD	or Indefinite
Total Amount Sold	$12,500,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$375,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Farmers & Merchants Bancshares, Inc.	/s/ GARY A. HARRIS	GARY A. HARRIS	President & CEO	2025-10-02

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did FMFG raise in this Form D filing?

The filing reports the company raised $12,500,000 in a private offering of debt securities.

Which exemption did Farmers & Merchants Bancshares, Inc. use for the offering (FMFG)?

The issuer relied on Rule 506(b) of Regulation D.

When was the first sale in FMFG's offering?

The date of first sale reported is 2025-09-25.

How many investors participated and what was the minimum investment?

There were 9 investors and the minimum investment accepted from any outside investor was $100,000.

What distribution costs were disclosed in the Form D?

Sales commissions are reported as an estimate of $375,000; finders' fees are $0.

Did the filing indicate proceeds were paid to officers or directors?

The issuer reported $0 of proceeds to be used for payments to named executive officers, directors, or promoters.