Farmers & Merchants Bancshares (FMFG) EVP receives 1,200-share stock award

Rhea-AI Filing Summary

Farmers & Merchants Bancshares, Inc. executive vice president Barry Luciani reported an equity award tied to the company’s common stock. On January 21, 2026, he acquired 1,200 shares at a price of $0 per share, leaving him with 1,416 shares beneficially owned directly.

The filing explains this amount represents restricted stock units that are payable only in shares of common stock. These units will vest in equal installments over a three‑year period beginning January 21, 2026, as long as he remains employed by the company or an affiliate on each vesting date.

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^*

Luciani Barry

(Last) (First) (Middle)

4510 LOWER BECKLEYSVILLE ROAD, SUITE H

(Street)

HAMPSTEAD MD 21074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Farmers & Merchants Bancshares, Inc. [ FMFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		A		1,200	A	$0	1,416	D

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:

Remarks:

The amount represents Restricted Stock Units that are payable solely in shares of the issuer's common stock and will vest ratably over a three-year period that began on January 21, 2026 provided that the reporting person is employed with the issuer or one of its affiliates on each applicable vesting date.

	Barry Luciani	01/29/2026
	** 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.
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FAQ

What insider transaction did FMFG executive Barry Luciani report?

Barry Luciani reported receiving 1,200 shares tied to Farmers & Merchants Bancshares common stock at $0 per share. The filing shows this is an equity award, increasing his directly owned position to 1,416 shares following the transaction on January 21, 2026.

When did the reported FMFG insider stock award occur?

The equity award to EVP Barry Luciani was granted on January 21, 2026. That date also marks the start of the three-year vesting schedule for the restricted stock units, subject to his continued employment with Farmers & Merchants Bancshares or one of its affiliates.

How many FMFG shares does Barry Luciani own after this Form 4 transaction?

After the reported transaction, Barry Luciani beneficially owns 1,416 shares of Farmers & Merchants Bancshares common stock. This total reflects the addition of 1,200 shares from the equity award reported in the Form 4 filed for the January 21, 2026 grant.

What type of equity did FMFG grant to EVP Barry Luciani?

The award consists of restricted stock units payable solely in shares of Farmers & Merchants Bancshares common stock. These RSUs vest ratably over three years starting January 21, 2026, contingent on Luciani remaining employed with the company or one of its affiliates.

What are the vesting terms of Barry Luciani’s FMFG restricted stock units?

The restricted stock units vest in equal installments over a three-year period that began January 21, 2026. Each vesting date requires that Barry Luciani still be employed by Farmers & Merchants Bancshares or one of its affiliates to receive the corresponding shares.

Did Barry Luciani pay for the FMFG shares reported in this Form 4?

No cash payment was reported for this award; the 1,200 shares were acquired at a stated price of $0 per share. This reflects a compensatory grant of restricted stock units rather than an open-market purchase by executive vice president Barry Luciani.