Richmond Mutual Bancorp (NASDAQ: RMBI) presses Farmers merger vote
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Richmond Mutual Bancorporation, Inc. filed a Form 8-K noting that The Farmers Bancorp has circulated a reminder letter to its shareholders about a special meeting on May 26, 2026 to vote on the pending merger between Farmers and Richmond Mutual.
The filing explains that a Registration Statement on Form S-4, including a joint proxy statement/prospectus for the merger, was declared effective on April 3, 2026, and that Farmers shareholders can obtain these materials free of charge from the SEC’s website or directly from Farmers. The reminder letter encourages shareholders to submit proxies by mail, phone, or internet and reiterates that the communication is not itself an offer to sell or buy securities.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Special meeting date: May 26, 2026
Form S-4 effectiveness date: April 3, 2026
Proxy materials mailing date: April 17, 2026
+1 more
4 metrics
Special meeting date
May 26, 2026
Farmers Bancorp shareholder meeting to vote on merger
Form S-4 effectiveness date
April 3, 2026
Registration Statement with joint proxy statement/prospectus
Proxy materials mailing date
April 17, 2026
Notice and proxy materials previously mailed to shareholders
Reminder letter date
May 5, 2026
Date of reminder letter to Farmers Bancorp shareholders
Key Terms
joint proxy statement/prospectus, Registration Statement on Form S-4, special meeting of shareholders, proxy solicitor, +1 more
5 terms
joint proxy statement/prospectus regulatory
"included a joint proxy statement/prospectus and was declared effective"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
Registration Statement on Form S-4 regulatory
"RMBI filed a Registration Statement on Form S-4 with the SEC"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy solicitor financial
"please contact our proxy solicitor, Georgeson Inc., toll free"
A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.
forward-looking statements regulatory
"This report may contain forward-looking statements within the meaning"
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.
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 5, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicated 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 ☐
Item 8.01 Other Events
On May 5, 2026, The Farmers Bancorp, Frankfort, Indiana (“Farmers”) made available the communication attached as Exhibit 99.1 regarding the pending merger transaction with Richmond Mutual Bancorporation, Inc. (“RMBI”). A copy of the communication is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Note Regarding Forward-Looking Statements
This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the expected timing and benefits of the proposed merger between RMBI and Farmers, future financial and operating results, business strategy, and other statements that are not historical facts. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “may,” “should,” “will,” and similar expressions are intended to identify these forward-looking statements.
Actual results could differ materially due to risks, uncertainties, and other factors, including, among others:
•Events, changes, or circumstances that could give rise to the right of either party to terminate the merger agreement;
•The possibility that the merger may not be completed on the anticipated terms, within the expected timeframe, or at all;
•Failure to obtain required regulatory approvals;
•Challenges in meeting expectations regarding the timing, completion, accounting, and tax treatment of the merger;
•The potential that anticipated cost savings, synergies, or revenue enhancements may not be realized or may take longer to achieve;
•Higher-than-expected transaction costs or unexpected events;
•Dilution from the issuance of additional RMBI shares in connection with the merger;
•Potential litigation or other legal proceedings related to the merger;
•Restrictions during pendency of the transaction that may limit business opportunities or strategic initiatives;
•The ability to successfully integrate operations, systems, personnel, and technologies post-merger;
•Disruption to customer, employee, or vendor relationships, including key community relationships;
•Diversion of management’s attention from ongoing operations and strategic initiatives;
•Lower-than-expected revenues or profitability following the merger;
•Changes in credit, capital markets, or economic, political, or regulatory conditions;
•Competition from banks and other financial service providers; and
•Other factors detailed in RMBI’s filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date of this report. Neither RMBI nor Farmers undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Additional Information About the Merger and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval with respect to the proposed transaction.
In connection with the proposed merger, RMBI filed a Registration Statement on Form S-4 with the SEC, which included a joint proxy statement/prospectus and was declared effective on April 3, 2026. Shareholders of Farmers are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC carefully and in their entirety because they contain important information about the proposed merger. These documents, which were filed with the SEC by RMBI, are available free of charge at www.sec.gov or upon written request to The Farmers Bancorp at 9 East Clinton Street, Frankfort, Indiana 46041; Attention: Chad L. Kozuch, EVP/CFO.
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of Farmers may also be deemed to be participants in the solicitation of proxies in connection with the proposed transaction from the shareholders of Farmers. Information about Farmers’ participants and additional information regarding the interests of these participants is included in the joint proxy statement/prospectus regarding the proposed transaction.
Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction. Free copies of this document may be obtained as described above.
ITEM 9.01. Financial Statements and Other Exhibits
| (d) | Exhibits | ||||
99.1 | Reminder Letter to Farmers Shareholders dated May 5, 2026 | ||||
| 104 | Cover 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 5, 2026 | By: | /s/Bradley M. Glover | |||||||||
| Bradley M. Glover | |||||||||||
| Senior Vice President and CFO | |||||||||||
EXHIBIT 99.1
A REMINDER TO OUR SHAREHOLDERS
May 5, 2026
The Special Meeting of Shareholders of The Farmers Bancorp is to be held on May 26, 2026. The notice and proxy materials relating to this meeting were previously mailed to you on about April 17, 2026.
As of the date of this letter, your proxy for this important meeting has not yet been received. Regardless of the number of shares you may own, it is important that these shares be represented. We understand that delays at the United States Postal Service may have caused a delay in receiving materials. If you would like a physical copy of the proxy materials, please reach out to Chad L. Kozuch, EVP/CFO at (765) 654-2619, ext. 3302 or in writing at The Farmers Bancorp at 9 East Clinton Street, Frankfort, Indiana 46041, Attn: Chad L. Kozuch, EVP/CFO. You can also retrieve an electronic copy of the proxy materials at www.sec.gov.
Since the time remaining is short, we urge you to sign, date and mail the enclosed proxy card as soon as possible. A postage-paid return envelope is enclosed for your convenience. You can also vote your shares by phone or internet by following the instructions on the enclosed proxy card. Voting by phone or internet will help to reduce expenses incurred by the company and is the quickest and easiest way to vote.
Should you have any questions regarding the proxy materials or would like to vote over the phone, please contact our proxy solicitor, Georgeson Inc., toll free at (866) 766-8644.
Thank you, in advance, for your time and cooperation.
Sincerely,
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Richmond Mutual Bancorporation, Inc. filed a Registration Statement on Form S-4 with the SEC, which included a joint proxy statement/prospectus and was declared effective on April 3, 2026. Shareholders of The Farmers Bancorp are urged to read the joint proxy statement/
prospectus carefully and in its entirety because it contains important information about the proposed merger. The joint proxy statement/prospectus is available free of charge at www.sec.gov or upon written request to The Farmers Bancorp at 9 East Clinton Street, Frankfort, Indiana 46041, Attn: Chad L. Kozuch, EVP/CFO.
IF YOU HAVE ALREADY MAILED YOUR PROXY CARD, THANK YOU AND PLEASE DISREGARD THIS LETTER. | ||
FAQ
What did Richmond Mutual Bancorporation (RMBI) disclose in this 8-K filing?
Richmond Mutual Bancorporation reported that The Farmers Bancorp distributed a reminder letter to shareholders about a special meeting to vote on their pending merger. The filing also notes that a Form S-4 with a joint proxy statement/prospectus is already effective.
When is The Farmers Bancorp special meeting to vote on the RMBI merger?
The special meeting of The Farmers Bancorp shareholders is scheduled for May 26, 2026. Shareholders are being reminded to ensure their shares are represented by submitting proxies via mail, phone, or internet ahead of this merger-related vote.
What is the purpose of the reminder letter attached as Exhibit 99.1 for RMBI?
The reminder letter urges The Farmers Bancorp shareholders to vote their shares at the May 26, 2026 special meeting on the proposed merger with Richmond Mutual. It explains how to request proxy materials and provides options to vote by mail, phone, or internet.
What regulatory filing supports the Richmond Mutual–Farmers Bancorp merger?
The merger is supported by a Registration Statement on Form S-4 filed by Richmond Mutual Bancorporation, which includes a joint proxy statement/prospectus. This registration statement was declared effective on April 3, 2026, enabling shareholders to review detailed merger information.
Does this RMBI communication constitute an offer to sell or buy securities?
No. The communication explicitly states it is not an offer to sell or the solicitation of an offer to buy securities, nor a solicitation of any vote or approval. It instead directs shareholders to the already effective Form S-4 and joint proxy statement/prospectus for full details.