8-K - FMCB - Equibles

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): April 30, 2025

Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

Delaware	000-26099	94-3327828
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
111 West Pine Street, Lodi, California	95240
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (209) 367-2300

Former name or former address, if changed since last report

Not Applicable

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
None	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01	Regulation FD Disclosure

On April 30, 2025, Farmers & Merchants Bancorp (the “Company”) released an investor presentation (the “Investor Presentation”) which includes updates regarding the Company’s financial position, business, and operations that management of the Company intends to use from time to time in investor communications and conferences. A copy of the Investor Presentation is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing. By filing this Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

Cautionary Note Regarding Forward-Looking Statements

This presentation may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this presentation include, without limitation, statements regarding loan and deposit production levels of net interest margin, the ability to control costs and expenses, the competitive environment, financial and regulatory policies of the United States government, general economic conditions, inflation, recessions, tariffs, economic uncertainty in the United States, and changes in interest rates. Forward-looking statements in this presentation include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from results expressed or implied by such forward-looking statements. Such risk factors include, among others: the effects of and changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board and their effects on inflation risk; political and economic uncertainty, including any decline in global, domestic or local economic conditions or the stability of credit and financial markets; and other relevant risks detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s website. All such factors are difficult to predict and are beyond the Company's ability to control or predict. There also may be additional risks that the Company does not presently know, or that the Company currently believes to be immaterial, that could also cause actual results to differ materially and adversely from those contained in these forward-looking statements. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this presentation or otherwise, except as may be required by applicable law.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Farmers & Merchants Bancorp Investor Presentation, dated April 30, 2025.
104	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.

	FARMERS & MERCHANTS BANCORP
	By	/s/ Bart R. Olson
		Bart R. Olson
		Executive Vice President
		& Chief Financial Officer
Date: April 30, 2025

Exhibit 99.1

2025 First Quarter Update (OTCQX: FMCB) April 30, 2025

(FMCB) Our Story Founded in 1916; Headquartered in Lodi, CA Serving Central California; 33 locations; 380 employees Expertise in Ag Lending >100 years; 15th largest in US Uniquely located in premier region; CA 4th largest economy in the world Strategic focus on superior client service; steady profitable growth Serve our constituents – customers, shareholders, communities, employees Assets $5.7bn RBC 15.23% NIM 4.20% TCE 10.40% ROA 1.70% ROE 15.65% Full compliment of products & services; commercial middle market; relationship driven Expanded into San Francisco Bay Area in 2013 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Note: All figures as of March 31, 2025

(FMCB) Our Geographic Markets Market Area Metrics: Population of 6.6 million GDP of $539 billion Median household income of $97,861 Diversified industries Territory stretches 100 miles north to south and 60 miles east to west 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Strong Liquidity Position Investment portfolio as of 3/31/25: $1.3 billion Tax Equivalent Yield – 3.25% Weighted Average Life – 10.7 years Effective Duration – 6.2 years Q1-25 purchases of $33.2 million (Avg. Yield of 5.83%; WAL of 8.3 years) No other borrowings as of 3/31/25 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Composition of Loans & Deposits As of March 31, 2025 Loan composition – 58% fixed; 42% variable Loan-to-deposit ratio – 72.23% as of 3/31/25 Cost of average total deposits – 1.17% for Q1-25 Cost of total interest bearing deposits – 1.73% for Q1-25 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Our Expertise in Agriculture 15th largest Ag lender in the US as of 12/31/24 Uniquely located in the premier agricultural region of the Central Valley from a climate, soil and water perspective Ag lender for over 100 years Diversified Ag portfolio Ag related lending is $1.3 billion or 27.7% of our loan portfolio as of 3/31/25 Ag related deposits of $312.9 million or 6.29% of deposits as of 3/31/25 Strong credit culture Net recoveries totaled $2K over the last 10 years from 2015 to 2024 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) CRE & Construction Portfolio CRE & Construction portfolio represents 42.9% of total loan portfolio as of 3/31/25 Operate below the regulatory thresholds of 100% for construction and 300% for total CRE; as of 3/31/25: Construction concentration – 28.9% Total CRE concentration – 164.5% Well-diversified; strong credit culture Net charge-offs of $170,000 for CRE and zero for construction over the last 5 years from 2020 to 2024 No non-performing loans 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Strong Credit Quality Net recoveries of $3.0 million over the last 10 years (2015-2024); Adopted CECL on 1/1/22 Net charge-offs of $161,000 for Q1-25; $682,000 for 2024 Non-performing loans of $193,000 or 0.01% as of 3/31/2025; $929,000 or 0.03% as of 12/31/24 Allowance for Credit Losses (ACL) on loans and leases of $75.4 million or 2.10% as of 3/31/25 Experienced lenders, conservative and disciplined credit culture 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Shareholder Returns Average annual total shareholders return of 12.88% over the last 28 years; through 12/31/24 Annual cash dividend growth rate of 10.80% over the last 28 years; through 12/31/24 Since 12/31/19 reduced the number of outstanding shares by 11.76% through 12/31/24 In 2024, repurchased 48,173 shares or 6.44% of outstanding shares; repurchased 703 shares in Q1-25 Ranked 17th out of 55 public companies to be considered a “Dividend King”; requires 50+ years of consecutive dividends; have delivered 89 years of consecutive dividends and 59 years of continuous increases Based on the dividend record date 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Awards & Recognition In addition to this recent ranking, F&M Bank is rated as one of the nation’s safest banks by nationally recognized bank rating firms1: BauerFinancial, Inc. – “5-Star, Superior Bank” & “Best of Bauer” The Findley Reports – “Super Premier Performer” VERIBANC® – “Blue Ribbon Bank Commendation of Excellence” 1 BauerFinancial rating as of 1/26/2025. The Findley Reports rating is an annual award as of 12/31/2024. The Veribanc rating is an annual award as of 9/30/2024. 2022 #1 – Performing Bank in the U.S. All Asset Classes • Rating as of July 2023 2023 #2 – Performing Bank in the U.S. All Asset Classes • Rating as of July 2024 2022 #1 Community Bank in California Rating as of October 2021 2023 #4 Community Bank in the U.S. Assets of $3-10B • Rating as of December 2023 2024 #2 Dividend Champion Based on expected returns over the next 5 years Rating as of October 2024 “Dividend King” #17 out of 55 companies 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Recent/Future Locations Danville – Opened October 2024 Walnut Creek near Target Elk Grove – Corner of Laguna and Big Horn 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Why Invest in FMCB Consistent earnings growth and superior shareholder returns History of 89 consecutive years of dividends with 59 years of increases Unique expertise in Ag lending results in a more diversified loan portfolio resulting in a lower CRE concentration Geographically located in a premier location of the Central Valley and Bay Area of California Seasoned management team with deep and diverse banking experience Highly efficient branch network with premier locations Strong and disciplined credit culture Well-positioned, diversified and strong balance sheet

(FMCB) 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Non-GAAP Measurements Tangible Common Equity Ratio and December 31, March 31, Tangible Book Value Per Common Share 2020 2021 2022 2023 2024 2025 (Dollars in thousands, except per share data) Shareholders' equity $ 423,665 $ 463,136 $ 485,308 $ 549,755 $ 573,072 $ 602,306 Less: Intangible assets 15,196 14,585 13,992 13,419 12,870 12,740 Tangible common equity $ 408,469 $ 448,551 $ 471,316 $ 536,336 $ 560,202 $ 589,566 Total Assets $ 4,550,453 $ 5,177,720 $ 5,327,399 $ 5,308,928 $ 5,370,196 $ 5,680,024 Less: Intangible assets 15,196 14,585 13,992 13,419 12,870 12,740 Tangible assets $ 4,535,257 $ 5,163,135 $ 5,313,407 $ 5,295,509 $ 5,357,326 $ 5,667,284 Tangible common equity ratio(1) 9.01% 8.69% 8.87% 10.13% 10.46% 10.40% Book value per common share(2) $ 536.53 $ 586.51 $ 631.63 $ 735.00 $ 818.91 $ 861.55 Tangible book value per common share(3) $ 517.28 $ 568.04 $ 613.42 $ 717.05 $ 800.52 $ 843.33 Common shares outstanding 789,646 789,646 768,337 747,971 699,798 699,095 (1) Tangible common equity divided by tangible assets. (2) Total common equity divided by common shares outstanding. (3) Tangible common equity divided by common shares outstanding.

(FMCB) 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Forward-Looking Statements This presentation may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this presentation include, without limitation, statements regarding loan and deposit production levels of net interest margin, the ability to control costs and expenses, the competitive environment, financial and regulatory policies of the United States government, general economic conditions, inflation, recessions, tariffs, economic uncertainty in the United States, and changes in interest rates. Forward-looking statements in this presentation include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from results expressed or implied by such forward-looking statements. Such risk factors include, among others: the effects of and changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board and their effects on inflation risk; political and economic uncertainty, including any decline in global, domestic or local economic conditions or the stability of credit and financial markets; and other relevant risks detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s website. All such factors are difficult to predict and are beyond the Company's ability to control or predict. There also may be additional risks that the Company does not presently know, or that the Company currently believes to be immaterial, that could also cause actual results to differ materially and adversely from those contained in these forward-looking statements. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this presentation or otherwise, except as may be required by applicable law.