8-K

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): January 27, 2021

_________________________

F&M BANK CORP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (540) 896-8941

Not Applicable

(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:

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.  ☐

Item 8.01

Other Events.

On January 27, 2021, F&M Bank Corp. (the “Company”), announced that its wholly-owned subsidiary bank, Farmers & Merchants Bank, has entered into an agreement to purchase the operations of a branch office in Waynesboro, Virginia from Carter Bankshares, Inc. The transaction will add an estimated $13.5 million of deposits to the balance sheet of the Company, at a deposit premium of 2.0% on non-time deposits assumed at closing. No loans are included in the transaction. Subject to regulatory approvals and the satisfaction of customary closing conditions, the transaction is expected to close early in the second quarter of 2021. A copy of the press release announcing this transaction is attached to this filing as Exhibit 99.1.

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to the branch expansion and the Company’s future operations and are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could have a material adverse effect on the Company’s operations and future prospects include, but are not limited to, difficulties or unexpected costs in combining the acquired branch on the proposed terms or anticipated schedule; deposit attrition, customer losses and business disruption in connection with the branch acquisition; expected growth opportunities may not be realized; changes in interest rates, general economic conditions, or legislative and regulatory policies; and other risk factors and cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other filings with the Securities and Exchange Commission. We undertake no obligation to update these statements following the date of this report.

Item 9.01

Financial Statements and Exhibits.

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 hereunto duly authorized.

fmbm_ex991

Exhibit 99.1

FOR IMMEDIATE RELEASE: F&M Bank Announces Expansion into City of Waynesboro

TIMBERVILLE, VA., January 27, 2021 -- F&M Bank Corp. (OTCQX:FMBM), holding company for F&M Bank announced today its intention to open a new location in the City of Waynesboro, VA, expanding the $1B community bank’s presence to four banking offices in the Augusta County market and 12 offices serving the greater Shenandoah Valley.

“F&M’s executive team is delighted to grow into the vibrant City of Waynesboro – a thriving, local economy where many of our customers live, work and play,” said Mark Hanna, President & CEO. “Our focus remains on serving the Shenandoah Valley and contiguous markets as an independent bank for the long-term. The decision to expand into Waynesboro supports our strategic initiative of organic growth in core markets to better serve the banking needs of our communities.”

F&M Bank has entered into an agreement with Carter Bankshares, Inc. to acquire the branch, and associated client relationships, located at 2701 West Main Street in Waynesboro. This agreement is subject to regulatory approvals and customary closing conditions and is expected to be completed early in the second quarter of 2021.

Mr. Hanna is available for further comment. Please contact Holly Thorne at marketing@fmbankva.com.

About F&M Bank

F&M Bank Corp. (OTCQX: FMBM) proudly remains the only publicly traded organization based in Rockingham County, VA, and since 1908, has served the Shenandoah Valley through its banking subsidiary F&M Bank, with full-service branches and a wide variety of financial services, including home loans through F&M Mortgage, and real estate settlement services and title insurance through VSTitle. Both individuals and businesses find the organization's local decision-making, and up-to-date technology provide the kind of responsive, knowledgeable, and reliable service that only a progressive community bank can. F&M Bank has grown to $1 billion in assets with more than 175 full and part-time employees. Its conservative approach to finances and sound investments, along with excellent customer service, has made F&M Bank profitable and continues to pave the way for a bright future.

Forward-looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to the branch expansion and F&M’s future operations and are generally identified by phrases such as “F&M expects,” “F&M believes” or words of similar import. Although F&M believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could have a material adverse effect on F&M’s operations and future prospects include, but are not limited to, difficulties or unexpected costs in combining the acquired branch on the proposed terms or anticipated schedule; deposit attrition, customer losses and business disruption in connection with the branch acquisition; expected growth opportunities may not be realized; changes in interest rates, general economic conditions, or legislative and regulatory policies; and other risk factors and cautionary language included in F&M’s Annual Report on Form 10-K for the year ended December 31, 2019, and other filings with the Securities and Exchange Commission. We undertake no obligation to update these statements following the date of this press release.