Richmond Mutual (NASDAQ: RMBI) closes Farmers Bancorp deal, issues 6.25M shares
Rhea-AI Filing Summary
Richmond Mutual Bancorporation, Inc. completed its merger with The Farmers Bancorp, with Farmers merging into Richmond and The Farmers Bank combining into First Bank Richmond, which was renamed First Bank Midwest. Each Farmers share was converted into 3.40 shares of Richmond common stock, with cash paid instead of fractional shares.
Richmond issued 6,254,357 shares of common stock as Merger Consideration. The combined company keeps the Richmond Mutual Bancorporation, Inc. name and continues trading on Nasdaq under RMBI, while all bank branches now operate as First Bank Midwest. The boards of Richmond and First Bank Midwest expanded from six to eleven directors, adding five former Farmers directors.
Leadership was reorganized: Garry D. Kleer remains Chairman and CEO of Richmond, while former Farmers CEO Christopher D. Cook became President of Richmond and President and CEO of First Bank Midwest. Other former Farmers executives took key operating, risk, and operations roles, supported by change in control agreements that provide severance protections upon certain post-change-in-control terminations.
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Insights
Richmond closes stock-for-stock merger with Farmers, reshaping its franchise and leadership.
The merger brings The Farmers Bancorp and The Farmers Bank into Richmond Mutual Bancorporation, Inc. through a stock-for-stock transaction using a 3.40-for-1 exchange ratio. Richmond issued 6,254,357 new common shares as Merger Consideration, expanding its shareholder base and branch footprint across Indiana and Ohio.
Governance and management of the combined bank have been realigned. Board size increased from six to eleven directors, with five former Farmers directors joining, and Christopher D. Cook moving into the President and bank CEO roles. Several former Farmers executives now lead operations, risk, and other functions under change in control agreements providing severance protection for qualifying terminations.
Future performance will depend on how effectively Richmond integrates systems, staff, and culture under the new First Bank Midwest brand. Subsequent periodic reports may detail merger-related expenses, cost synergies, and the financial contribution from the acquired Farmers franchise to the combined company’s results.
8-K Event Classification
Key Figures
Key Terms
Merger Consideration financial
Exchange Ratio financial
change in control agreements financial
Joint Proxy Statement/Prospectus regulatory
forward-looking statements regulatory
Registration Statement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Effective July 1, 2026, Richmond Mutual Bancorporation, Inc. (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’), the holding company of The Farmers Bank, pursuant to the Agreement and Plan of Merger, dated November 11, 2025 (the ‘Merger Agreement’). Under the terms of the Merger Agreement, Farmers merged with and into Richmond (the ‘Merger’), with Richmond as the surviving corporation. Immediately following the Merger, The Farmers Bank merged with and into First Bank Richmond (the ‘Bank Merger’). In connection with the Bank Merger, First Bank Richmond was renamed First Bank Midwest and continued as the surviving bank.
Each share of common stock of Farmers outstanding immediately prior to the effective time of the Merger (the ‘Effective Time’) converted into the right to receive 3.40 shares of Richmond common stock, par value $0.01 per share (‘Richmond Common Stock’) (together with cash, without interest, in lieu of any fractional shares, collectively, the ‘Merger Consideration’), based on an exchange ratio of 3.40 (the ‘Exchange Ratio’).
At the Effective Time: (i) each unvested restricted stock unit award of Farmers automatically vested, and the underlying shares became outstanding and entitled to receive the Merger Consideration, less applicable tax withholding; and (ii) each unvested performance share award of Farmers was terminated and settled in cash based on the target award levels immediately prior to the Effective Time.
As a result of the Merger, at the Effective Time, Richmond issued a total of 6,254,357 shares of Richmond Common Stock, before giving effect to cash paid in lieu of fractional shares.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, included as Exhibit 2.1 to the Current Report on Form 8-K that Richmond filed on November 12, 2025, and incorporated herein by reference. The issuance of shares of Richmond common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-294527) filed by Richmond with the Securities and Exchange Commission (the ‘SEC’) and declared effective on April 3, 2026 (the ‘Registration Statement’). The joint proxy statement/prospectus included in the Registration Statement (the ‘Joint Proxy Statement/Prospectus’) contains additional information about the Merger Agreement and the transactions contemplated thereby.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Increase in Size of Board; Appointment of New Directors
At the Effective Time, pursuant to the Merger Agreement, the boards of directors of Richmond and First Bank Midwest were expanded from six to eleven directors. The expanded boards consist of the six directors serving on the boards of Richmond and First Bank Richmond immediately prior to the Effective Time and five former directors of Farmers and The Farmers Bank immediately prior to the Effective Time. As previously disclosed, the five directors previously designated by Richmond and Farmers pursuant to the Merger Agreement, each of whom previously served as a director of Farmers and The Farmers Bank and was appointed to the boards of directors of Richmond and First Bank Midwest, effective as of the Effective Time, are as follows: Christopher D. Cook (Class I), James D. Moore (Class I), Barbara A. Cutillo (Class II), Thomas D. Crawford (Class II) and Daniel J. Lahrman (Class III), all former directors of Farmers (each, a ‘New Director’ and, collectively, the ‘New Directors’). Information regarding the New Directors required by Item 5.02(d), including their business experience and certain relationships and transactions, is incorporated herein by reference to the section entitled ‘Governance of the Combined Company and Combined Bank After the Merger’ and ‘Information Regarding Certain Directors and Executive Officers of Farmers Bancorp’ in the Joint Proxy Statement/Prospectus. The Board committees to which each of the new directors will be appointed have not yet been determined.
Each of the non-employee New Directors will be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Richmond and First Bank Midwest. A description of this arrangement is contained under the heading ‘Director Compensation’ in Part III of Richmond’s Annual Report on Form 10-K filed with the SEC on March 23, 2026, and is incorporated herein by reference.
Other than as described above and in the Joint Proxy Statement/Prospectus, there are no arrangements or understandings between any of the new directors and any other person pursuant to which any of the New Directors have been designated to serve on the Richmond and First Bank Midwest boards. Additionally, there are no transactions, and there are no currently proposed transactions, between Richmond and any of the New Directors that would require disclosure under Item 404(a) of Regulation S-K.
Appointment of Vice Chairman
As previously disclosed, effective as of the Effective Time, Barbara A. Cutillo, the former chairman of the Farmers board of directors, was appointed as Vice Chair of the Richmond and First Bank Midwest boards. Garry D. Kleer will continue to serve as Chairman of both the Richmond and First Bank Midwest boards.
Officer Appointments and Compensatory Arrangements
As previously disclosed, pursuant to the Merger Agreement and effective as of the Effective Time, Garry D. Kleer ceased serving as President of Richmond and Chief Executive Officer of First Bank Richmond and continues to serve as Chairman and Chief Executive Officer of Richmond. Christopher D. Cook, the former President and Chief Executive Officer of Farmers, was appointed President of Richmond and President and Chief Executive Officer of First Bank Midwest. Paul J. Witte ceased serving as President and Chief Operating Officer of First Bank Richmond and was appointed Indiana Market President of First Bank Midwest. Carroll A. Valentino, the former Chief Operations Officer of Farmers, was appointed Chief Operations Officer of First Bank Midwest. Chad L. Kozuch, the former Chief Financial Officer of Farmers, was appointed Chief Risk Officer of First Bank Midwest.
In connection with their appointments, Mr. Cook, Ms. Valentino and Mr. Kozuch entered into change in control agreements with Richmond and First Bank Midwest and became eligible to participate in employee benefit, incentive compensation, equity compensation and other compensation arrangements generally available to similarly situated executive officers. The change in control agreements generally provide for severance and other benefits upon certain qualifying terminations of employment occurring in connection with or following a change in control, subject to the terms and conditions set forth therein. The foregoing description of the change in control agreements is qualified in its entirety by reference to the forms of agreement filed as Exhibits 10.1 and 10.2 to Richmond's Registration Statement on Form S-4 (File No. 333-294527), which are incorporated herein by reference. Additional information regarding compensatory arrangements involving certain executive officers in connection with the Merger is contained under the heading ‘Interests of Certain Persons in the Merger’ in the Joint Proxy Statement/Prospectus and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On July 1, 2026, Richmond issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (a) | The financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (this ‘Report’) no later than 71 days following the date that this Report is required to be filed. |
| (b) | The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. |
| (c) | Not applicable. |
| (d) | The following exhibits are included with this Report: |
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger dated November 11, 2025 (filed as Exhibit 2.1 to Richmond’s Current Report on Form 8-K filed on November 12, 2025 and incorporated herein by reference) | |
| 99.1 | Press release dated July 1, 2026 | |
| 104.0 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| RICHMOND MUTUAL BANCORPORATION | ||
| Date: July 1, 2026 | By: | /s/Christopher D. Cook |
| Christopher D. Cook, President | ||
Exhibit 99.1
RICHMOND MUTUAL BANCORPORATION, INC. ANNOUNCES
COMPLETION
OF MERGER WITH THE FARMERS BANCORP, FRANKFORT, INDIANA
RICHMOND, IN, July 1, 2026 /PRNewswire/ -- Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), announced today that effective July 1, 2026 it has completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’). As a result of the merger, each share of Farmers common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive 3.40 shares of Richmond common stock. Cash will be paid in lieu of fractional shares. Richmond expects to issue approximately 6,254,357 shares of Richmond common stock to the shareholders of Farmers upon surrender of their outstanding shares.
‘We are pleased to announce the completion of our merger with Farmers and can now officially welcome this talented group of bankers to the Richmond team,’ said Garry D. Kleer, Chairman and Chief Executive Officer of Richmond. He continued, ‘Today marks an important milestone for our organization, bringing together two institutions with strong community banking traditions, complementary markets, and a shared commitment to serving our customers. We look forward to building on the strengths of both organizations, creating additional opportunities for our employees, and delivering long-term value for our shareholders and the communities we serve.’
‘While today marks the successful completion of the merger, our focus is squarely on the future,’ said Christopher D. Cook, President of Richmond and President and Chief Executive Officer of First Bank Midwest. ‘We are committed to ensuring a seamless transition for our customers, supporting our employees as we come together as one team, and building on the strong relationships that have been the foundation of both organizations. By combining our talents and resources, we are creating a community bank that is positioned to serve our markets with greater strength, expertise, and opportunity now and in the future.’
The combined company operates under the name ‘Richmond Mutual Bancorporation, Inc.,’ and continues to trade on the Nasdaq Capital Market under the ticker symbol ‘RMBI.’ All branches of the combined bank will operate under the name ‘First Bank Midwest.’ The administrative headquarters of the combined company is located in Richmond, Indiana, and the administrative headquarters of the combined bank is located in Frankfort, Indiana.
About Richmond Mutual Bancorporation, Inc.
Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Midwest, a community-oriented financial institution offering traditional financial and trust services within its local communities through its branch locations in Cambridge City, Centerville, Fishers, Frankfort, Kirklin, Lebanon, Michigantown, Mulberry, Noblesville, Richmond, Rossville, Shelbyville, Sheridan, Tipton and Westfield, Indiana, and its locations in Columbus, Sidney, Piqua and Troy, Ohio.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this communication and in other documents filed with or furnished to the SEC, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, words or phrases such as ‘may,’ ‘believe,’ ‘will,’ ‘will likely result,’ ‘are expected to,’ ‘will continue,’ ‘is anticipated,’ ‘estimate,’ ‘project,’ ‘plans,’ ‘potential,’ ‘expect,’ ‘intend,’ ‘forecast,’ ‘outlook,’ or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans and objectives, revenue or earnings projections, or other financial matters. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. For a discussion of factors that could cause actual results to differ materially, please refer to the joint proxy statement/prospectus filed by Richmond Mutual with the Securities and Exchange Commission in connection with proposed merger. Additional factors can be found in Richmond Mutual's Annual Report on Form 10-K for the year ended December 31, 2025, and in other documents Richmond Mutual files with the SEC, all of which are available on the SEC's website at www.sec.gov.
Richmond Mutual undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
For further information:
CONTACTS: Garry D. Kleer, Chairman and Chief Executive Officer, (765) 962-2581; Christopher D. Cook, President, (765) 654-8731; and Bradley M. Glover, SVP/Chief Financial Officer, (765) 962-2581