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Richmond Mutual (NASDAQ: RMBI) wins shareholder backing for stock merger with Farmers Bancorp

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Richmond Mutual Bancorporation, Inc. stockholders approved the merger with The Farmers Bancorp and the issuance of Richmond Mutual shares at the Annual Meeting. The merger and share issuance proposal received 6,608,986 votes for, 106,010 against and 2,251 abstentions, with 1,668,371 broker non-votes.

Stockholders also elected Garry D. Kleer and Kathryn Girten as directors, approved a non-binding advisory vote on executive compensation, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved a potential adjournment of the meeting, which was ultimately unnecessary.

Both Richmond Mutual and Farmers Bancorp have now obtained shareholder and prior bank regulatory approvals. The transaction is expected to close around the end of the second quarter of 2026. Farmers Bancorp shareholders will receive 3.40 shares of Richmond Mutual common stock for each Farmers Bancorp share, in a tax-free exchange, and the combined company will trade as RMBI with the bank operating as “First Bank Midwest.”

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Insights

Shareholder and regulatory approvals move RMBI–Farmers merger toward closing.

Richmond Mutual and The Farmers Bancorp now have both shareholder and earlier bank regulatory approvals for their planned merger. The key merger and share issuance proposal drew 6,608,986 votes in favor versus 106,010 against, indicating strong support from Richmond Mutual’s stockholders.

The deal uses a fixed stock-for-stock exchange ratio: Farmers Bancorp shareholders will receive 3.40 Richmond Mutual shares for each Farmers Bancorp share, and the exchange is expected to be tax-free for those shareholders. A fixed ratio means Farmers investors’ value will vary with Richmond Mutual’s share price at closing.

The companies expect completion around the end of Q2 2026, subject to customary closing conditions. After closing, the combined entity will continue to trade as RMBI, while the bank will operate as “First Bank Midwest,” with administrative headquarters in Richmond and Frankfort, Indiana. Subsequent disclosures may detail post-merger integration progress and financial effects.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger proposal votes for 6,608,986 votes Votes for Richmond Mutual merger and share issuance proposal
Merger proposal votes against 106,010 votes Votes against Richmond Mutual merger and share issuance proposal
Say-on-pay votes for 6,161,703 votes Advisory approval of executive compensation
Auditor ratification votes for 8,217,379 votes Ratification of Forvis Mazars, LLP for 2026
Exchange ratio 3.40 shares RMBI shares per Farmers Bancorp share in merger
Adjournment proposal votes for 6,586,372 votes Approval to adjourn Annual Meeting if needed
Expected closing timing End of Q2 2026 Anticipated completion of merger
Agreement and Plan of Merger financial
"as contemplated by the Agreement and Plan of Merger, dated November 11, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
exchange ratio financial
"shareholders will be entitled to receive 3.40 shares of Richmond Mutual common stock"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
tax-free exchange financial
"The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange"
An arrangement where an investor swaps one asset for another under specific tax rules and delays or eliminates immediate capital gains taxes that would normally arise from a sale. It matters because deferring those taxes keeps more money working in investments—think of trading in an old car for a new model without paying a sales tax bill today—allowing for larger purchases or smoother portfolio upgrades and potentially better long-term returns.
independent registered public accounting firm financial
"ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"This news release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
broker non-vote financial
"Broker Non-Vote | 1,668,371"
Understanding 8-K Material Events →
FALSE000176783700017678372026-05-272026-05-27

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): May 27, 2026
Richmond Mutual Bancorporation, Inc.
(Exact name of registrant as specified in its charter)
Maryland001-3895636-4926041
(State or other jurisdiction of incorporation)(Commission File No.)(IRS Employer Identification No.)
31 North 9th Street, Richmond, Indiana
47374
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (765) 962-2581
(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 obligation 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareRMBIThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 ☐


Items to be Included in this Report
ITEM 5.07.    Submission of Matters to a Vote of Security Holders
Richmond Mutual Bancorporation, Inc. (the “Company” or “Richmond Mutual”) held its Annual Meeting of Stockholders on May 27, 2026 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on March 23, 2026, were entitled to vote on five proposals at the Annual Meeting. The final voting results of each proposal are set forth below.
Proposal 1 - Approval of Merger and Issuance of Shares of Richmond Mutual
The Company’s stockholders approved the merger of The Farmers Bancorp, Frankfort, Indiana (“Farmers Bancorp”) with and into Richmond Mutual as contemplated by the Agreement and Plan of Merger, dated November 11, 2025, by and between Farmers Bancorp and Richmond Mutual, and the issuance of shares of Richmond Mutual common stock to the shareholders of Farmers Bancorp, pursuant to the merger agreement (the “Merger and Share Issuance Proposal”).
Number of Votes
For 6,608,986
Against 106,010
Abstain2,251
Broker Non-Vote1,668,371
Proposal 2 - Election of Directors
The Company’s stockholders approved the election of Garry D. Kleer and Kathryn Girten as directors of the Company, each for a three-year term to expire in the year 2029.
ForWithheldBroker Non-Vote
Garry D. Kleer6,389,170328,0771,668,371
Kathryn Girten5,853,259863,9881,668,371
Proposal 3 - Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved the advisory (non-binding) vote on executive compensation.
Number of Votes
For 6,161,703
Against 390,846
Abstain164,698
Broker Non-Vote1,668,371
Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved the ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Number of Votes
For 8,217,379
Against 45,975
Abstain122,264



Proposal 5 - Approval of Adjournment of the Annual Meeting, if Necessary
The Company’s stockholders approved the proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the Annual Meeting to approve the Merger and Share Issuance Proposal (which adjournment was not necessary given approval of the Merger and Share Issuance Proposal).
Number of Votes
For 6,586,372
Against 112,127
Abstain18,748
Broker Non-Vote1,668,371

ITEM 9.01.    Financial Statements and Other Exhibits

(d)Exhibits
99.1
Press release dated May 27, 2026 announcing shareholder approval of the merger between Richmond Mutual Bancorporation, Inc. and Farmers Bancorp, Frankfort, Indiana.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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 thereunto duly authorized.
RICHMOND MUTUAL BANCORPORATION, INC.
Date: May 27, 2026By:/s/Garry D. Kleer
Garry D. Kleer
President and Chief Executive Officer


EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE
May 27, 2026


MERGER BETWEEN RICHMOND MUTUAL BANCORPORATION, INC. AND
THE FARMERS BANCORP, FRANKFORT, INDIANA RECEIVES SHAREHOLDER APPROVAL


RICHMOND, IN – May 27, 2026 – Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) (“Richmond Mutual”) and The Farmers Bancorp, Frankfort, Indiana (OTCPK: FABP) (“Farmers Bancorp”) today jointly announced that they each received the necessary shareholder approval for the consummation of their planned merger. Farmers Bancorp’s shareholders approved the merger agreement and related transactions at its special meeting of shareholders held on May 26, 2026. Richmond Mutual’s shareholders approved the merger agreement and the issuance of its shares in the transaction at its annual meeting of shareholders held on May 27, 2026. Richmond Mutual previously announced the receipt of all required bank regulatory approvals for the merger of Richmond Mutual and Farmers Bancorp, as well as the merger of Farmers Bancorp’s bank subsidiary, The Farmers Bank, into Richmond Mutual’s bank subsidiary, First Bank Richmond. The transaction is expected to be completed on or around the end of the second quarter of 2026, subject to satisfaction of customary closing conditions.

Upon completion of the merger, Farmers Bancorp shareholders will be entitled to receive 3.40 shares of Richmond Mutual common stock for each share of Farmers Bancorp common stock they own. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for Farmers Bancorp’s shareholders.

The combined company will continue to trade on the Nasdaq Capital Market under the ticker symbol "RMBI." The holding company will operate under the name "Richmond Mutual Bancorporation, Inc.," and the combined bank will operate under the new name “First Bank Midwest.” The administrative headquarters of the combined company will be located in Richmond, Indiana, and the administrative headquarters of the combined bank will be located in Frankfort, Indiana.

About Richmond Mutual Bancorporation, Inc.

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Richmond, a community-oriented financial institution offering traditional financial and trust services within its local communities through its eight locations in Richmond, Centerville, Cambridge City and Shelbyville, Indiana, its six locations in Columbus, Sidney, Piqua and Troy, Ohio.

About The Farmers Bancorp, Frankfort, Indiana

The Farmers Bancorp, Frankfort, Indiana operates as the financial holding company for The Farmers Bank. Founded in 1876, The Farmers Bank is a full-service financial institution based in Clinton County, Indiana. In addition to its main office at 9 East Clinton Street, Frankfort, Indiana, the Bank operates a loan production office in Carmel and branches in Fishers, Frankfort, Kirklin, Lebanon, Michigantown, Mulberry, Noblesville, Rossville, Sheridan, Tipton and Westfield.



Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Statements about the expected timing, completion, and effects of the proposed merger, as well as all other statements in this communication other than historical facts, constitute forward-looking statements. 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.

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 the 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.

Neither Richmond Mutual nor Farmers Bancorp undertakes any 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

Richmond Mutual Bancorporation, Inc.
Garry D. Kleer, Chairman, President and Chief Executive Officer
Bradley M. Glover, SVP/Chief Financial Officer
(765) 962-2581

The Farmers Bancorp, Frankfort, Indiana
Christopher D. Cook, President and Chief Executive Officer
Chad Kozuch, EVP/Chief Financial Officer
(765) 654-8731

Source: View Original Filing on SEC EDGAR

FAQ

What did Richmond Mutual Bancorporation, Inc. (RMBI) shareholders approve at the 2026 annual meeting?

Shareholders approved the merger with The Farmers Bancorp and issuance of RMBI shares, elected two directors, backed an advisory vote on executive compensation, ratified Forvis Mazars, LLP as 2026 auditor, and authorized a possible adjournment related to the merger proposal.

What will Farmers Bancorp (FABP) shareholders receive in the Richmond Mutual merger?

Farmers Bancorp shareholders will receive 3.40 shares of Richmond Mutual common stock for each Farmers Bancorp share. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for Farmers Bancorp’s shareholders under applicable tax rules.

When is the Richmond Mutual and Farmers Bancorp merger expected to close?

The merger between Richmond Mutual and Farmers Bancorp is expected to be completed on or around the end of the second quarter of 2026. Closing remains subject to satisfaction of customary conditions, though required shareholder and bank regulatory approvals have already been obtained.

What will the combined company be called after the Richmond Mutual–Farmers Bancorp merger?

After completion, the holding company will continue as Richmond Mutual Bancorporation, Inc., trading on Nasdaq as RMBI. The combined bank will operate under the new name “First Bank Midwest,” with administrative headquarters in Richmond and Frankfort, Indiana, respectively.

Which other proposals besides the merger received approval from RMBI stockholders?

Stockholders elected Garry D. Kleer and Kathryn Girten to three-year board terms ending in 2029, approved a non-binding advisory vote on executive compensation, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved a potential adjournment related to the merger proposal, which proved unnecessary.

Did both Richmond Mutual and Farmers Bancorp shareholders approve the merger agreement?

Yes. Farmers Bancorp’s shareholders approved the merger agreement and related transactions at a May 26, 2026 special meeting. Richmond Mutual’s shareholders approved the merger agreement and issuance of shares at their May 27, 2026 annual meeting, satisfying key shareholder approval requirements.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents