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): May 21, 2026

F&M Bank Corp.
(Exact name of registrant as specified in its charter)
Virginia		000-13273		54-1280811
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(State or other jurisdiction<br><br>of incorporation)		(Commission<br><br>File Number)		(IRS Employer<br><br>Identification No.)

P.O. Box 1111

Timberville, Virginia 22853

(540) 896-8941

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment of 2020 Stock Incentive Plan.

On May 21, 2026, the Board of Directors of F & M Bank Corp. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2020 Stock Incentive Plan (the “Plan”).

The Amendment makes the following changes to the Plan: (i) adds a new defined term, “Retirement,” defined as the termination of employment or service by a participant after the participant has attained age 65 and completed at least five consecutive years of employment or service with the Company or an affiliate; (ii) grants the Compensation Committee of the Board discretionary authority, upon a participant's Retirement, to consider whether to accelerate the vesting of some or all of such participant’s unvested awards, subject to the terms of the Plan and the applicable award agreement; and (iii) updates the Plan’s existing clawback provision to clarify that awards under the Plan are subject to deductions, recovery, or repayment as may be required to be made pursuant to any policy adopted by the Company or any of its affiliates pursuant to any law, government regulation, or stock exchange listing requirement.

The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
10.1		Amendment to the F & M Bank Corp. 2020 Stock Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.

	F & M Bank Corp.
Date: May 27, 2026	By:	/s/ Lisa F. Campbell
		Lisa F. Campbell<br><br>Executive Vice President and<br><br>Chief Financial Officer
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fmbm_ex101.htm EXHIBIT 10.1

AMENDMENT TO THE F&M BANK CORP.

2020 STOCK INCENTIVE PLAN

WHEREAS, F&M Bank Corp. (the “Company”), maintains the F&M Bank Corp. 2020 Stock Incentive Plan, as amended (the “Plan”);

WHEREAS, pursuant to Section 13(b) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject in certain cases to the approval of the Company’s shareholders;

WHEREAS, the Board deems it to be in the best interests of the Company to amend the Plan to include a definition of “Retirement” under the Plan, allow the Committee to consider acceleration of certain Awards upon a Participant’s Retirement, and clarify the Plan’s terms relating to clawbacks as set forth below; and

WHEREAS, the Board has determined that the amendment set forth below does not require shareholder approval under the Plan or applicable law.

NOW, THEREFORE, in accordance with the provisions of Section 13(b) of the Plan, the Plan is hereby amended in the following respects:

1. Section 2 of the Plan is amended by adding a new Section 2(aa) immediately after Section 2(z) to read as follows, and by renumbering all subsequent subsections within Section 2 accordingly:

(aa) “Retirement” means the termination by the Participant of his or her employment or service with the Company or an Affiliate after the Grantee has attained his or her 65th birthday and has completed at least five consecutive years of employment or service with the Company or an Affiliate as of immediately prior to such termination.

2. Section 15 of the Plan is deleted in its entirety and the following new Section 15 substituted in lieu thereof:

3. Termination of Employment or Service. The Committee shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon the termination of employment or service of a Participant, and may provide such terms and conditions in the Award Agreement or in such rules and policies as it may prescribe. If the terms of an Award provide that the Award will be exercisable, or become vested, or that payment will be made thereunder only if the Participant completes a stated period of employment or service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service. Upon termination of a Participant’s employment or service due to such Participant’s Retirement, the Committee may consider, in its sole discretion, whether to accelerate the vesting of some or all of the Participant’s unvested Awards, subject to the terms of the Plan and the applicable Award Agreement.

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3. Section 22 of the Plan is deleted in its entirety and the following new Section 22 substituted in lieu thereof:

4. Clawback. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement (including but not limited to Section 954 of the Dodd-Frank Act), will be subject to such deductions, recovery, or repayment as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement, or by any policy adopted by the Company or any Affiliate (including, but not limited to, any policy adopted by the Company or any Affiliate pursuant to any such law, government regulation or stock exchange listing requirement). This Section 22 shall not limit the Company’s right to revoke or cancel an Award or take other action against a Participant for any other reason, including, but not limited to, misconduct.

5. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved, as amended to date.

IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment to the F&M Bank Corp. 2020 Stock Incentive Plan was adopted by the Board on May 21, 2026.

	F&M BANK CORP.
	By:	/s/ Lisa Campbell

| | | Name: Lisa Campbell |

| | | Title: EVP and CFO |

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