Farmers and Merchants Bancshares, Inc. amended and restated its 2023 Equity Compensation Plan to add 200,000 additional shares of common stock for equity awards. This brings the total number of shares authorized for issuance under the plan to 230,000.
The company plans to file a Form S-8 registration statement to register the offer and sale of these additional shares under the plan. The amended and restated plan is filed as an exhibit to this report.
Farmers and Merchants Bancshares, Inc. reported first-quarter 2026 net income of $1.8 million, or $0.56 per share, up from $1.2 million, or $0.37 per share, a 57% increase from the prior-year quarter.
Net interest income rose to $6.8 million from $5.5 million as the yield on earning assets improved to 5.37% and average loans grew to $637.9 million. The net yield on interest-earning assets widened to 3.28% from 2.81%, while the efficiency ratio improved to 65.83% from 75.23%.
Return on average equity reached 11.03% and return on average assets was 0.84%. Asset quality remained strong, with zero non-accrual loans and nonperforming assets at 0.19% of total assets. Total assets were $863.4 million and deposits were $711.3 million, reflecting repayment of $8.5 million in brokered CDs. Book value per share increased to $20.43, and the company reported access to approximately $360 million of liquidity as of March 31, 2026.
Farmers and Merchants Bancshares, Inc. will hold its 2026 annual stockholder meeting on April 28, 2026, in Upperco, Maryland. Holders of 3,235,707 shares of common stock as of February 13, 2026 may vote.
Stockholders are asked to elect two Class IV directors, Robert G. Pollokoff and Teresa L. Smack, approve on a non-binding basis the compensation paid to named executive officers for 2025, and ratify Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2026. The board recommends voting FOR all three proposals.
The proxy also details board structure, committee memberships, director independence, executive and director compensation, including a 2025 total of $503,907 for President and CEO Gary A. Harris, as well as benefit and retirement arrangements and related-party banking relationships conducted on market terms.
Farmers and Merchants Bancshares, Inc., a Maryland-based financial holding company, outlines its community banking-focused model centered on Farmers and Merchants Bank. At December 31, 2025, consolidated assets were about $872.0 million with stockholders’ equity of $64.7 million.
The Bank operates seven full-service branches, a satellite branch, and a loan production office in Maryland, offering a mix of commercial and consumer loans, deposits, and digital services. At year-end 2025, deposits were $720.5 million, net loans were $633.1 million, and its investment securities portfolio totaled $139.8 million.
The filing describes a concentrated Maryland real estate lending footprint, regulatory capital expectations, FDIC insurance costs, cybersecurity and BSA/AML compliance, and the structure and tax-sensitive nature of a captive insurance subsidiary. It also highlights ongoing IRS audits related to that subsidiary and a broad set of operational, interest rate, competition, technology, and regulatory risks.
Farmers and Merchants Bancshares, Inc. filed a current report to note that it has issued a press release describing its financial results for the three- and twelve-month periods ended December 31, 2025. The press release is provided as Exhibit 99.1 and is furnished, rather than filed, under securities law rules.
The report clarifies that this earnings information is not automatically incorporated into other securities filings unless specifically referenced. Additional exhibits include an interactive data file associated with the cover page of the Inline XBRL document.
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.
Farmers & Merchants Bancshares, Inc. insider activity: Board advisor Mark C. Krebs acquired 265 shares of the company’s stock on 01/08/2026 at a price of $17.02 per share. Following this purchase, he directly owns 7,700.853 shares. This filing reflects an increase in his personal stake in Farmers & Merchants Bancshares, Inc.
Farmers & Merchants Bancshares, Inc. director Ronald W. Hux reported acquiring additional common stock of the company. On January 8, 2026, he acquired 800 shares of FMFG at a price of $17.02 per share. Following this transaction, he directly beneficially owns 39,207.504 shares of the company’s stock.
Farmers & Merchants Bancshares, Inc. director Robert G. Pollokoff reported acquiring 823 FMFG common shares on January 8, 2026 at a price of $17.02 per share. After this transaction, he directly beneficially owned 2,282.046 shares of the company’s stock.
Farmers & Merchants Bancshares, Inc. director Teresa L. Smack reported a purchase of the company’s common stock. On 01/08/2026, she acquired 827 shares of FMFG at a price of $17.02 per share. Following this transaction, she beneficially owns 8,378.401 shares of the issuer’s stock in direct ownership form.