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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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||
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None
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Not applicable
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Not applicable
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| Item 2.02 |
Results of Operations and Financial Condition
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| Item 9.01 |
Financial Statements and Exhibits
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| (c) |
Exhibit:
|
| 99 |
Press release concerning financial results for the full year of 2025.
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
FARMERS & MERCHANTS BANCORP
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|||
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By
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/s/ Bart R. Olson
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||
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Bart R. Olson
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|||
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Executive Vice President
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|||
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& Chief Financial Officer
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|||
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Date: February 2, 2026
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|||

| ◾ |
Record annual net income of $93.6 million, an increase of $5.1 million compared to 2024; basic earnings per common share of $134.96, up 11.52% from the prior year; and diluted earnings per common
share of $133.96, up 10.69% from the prior year;
|
| ◾ |
Record fourth quarter net income of $23.8 million, up 9.05% from $21.8 million in the fourth quarter of 2024; basic earnings per common share of $34.79, up 11.83% from the fourth quarter 2024; and
diluted earnings per common share of $34.29, up 10.22% from the fourth quarter 2024;
|
| ◾ |
Achieved return on average assets of 1.67% and return on average equity of 15.11%;
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| ◾ |
Tangible book value per share of $907.24, up from $800.52 or 13.33%, year-over-year;
|
| ◾ |
Net interest margin (tax equivalent basis) of 4.15%, up from 4.05% in 2024; loan yield of 6.06%, down from 6.08% in 2024; and cost of average total deposits of 1.22%, down from 1.35% in 2024;
|
| ◾ |
Effectively managed operating expenses with an efficiency ratio of 45.52%, down from 46.24% in 2024;
|
| ◾ |
Total assets at year-end grew to $5.7 billion from $5.4 billion, or 5.96%, year-over-year;
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| ◾ |
Total deposits at year-end grew to $5.0 billion; up $278.7 million, or 5.93%, year-over-year;
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| ◾ |
Loans and leases held for investment at year-end were $3.7 billion; down slightly, or 0.62%, year-over-year;
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| ◾ |
Total investment securities at year-end grew to $1.7 billion from $1.2 billion, or 35.3%, year-over-year;
|
| ◾ |
Strong liquidity position as of December 31, 2025, with $1.8 billion in cash and investment securities, of which $951.2 million were available-for-sale securities; and a borrowing capacity of $2.1
billion with no outstanding borrowings;
|
| ◾ |
Strong capital position as of December 31, 2025, with a total risk-based capital ratio of 15.29%, common equity tier 1 ratio of 13.81%, tier 1 leverage ratio of 11.00% and a tangible common equity
ratio of 11.15%; all increases from the prior year-end;
|
| ◾ |
Credit quality remained resilient with an allowance for credit losses on loans and leases at year-end of 2.08%; a net charge-off ratio of 0.05% at year-end; and a non-accrual loan and lease ratio of
0.02% at year-end.
|
|
For the Year-Ended
|
||||||||
|
(dollars in thousands, except share and per share data)
|
December 31, 2025
|
December 31, 2024
|
||||||
|
Earnings and Profitability:
|
||||||||
|
Interest income
|
$
|
279,492
|
$
|
271,977
|
||||
|
Interest expense
|
60,332
|
65,301
|
||||||
|
Net interest income
|
219,160
|
206,676
|
||||||
|
Provision for credit losses
|
3,500
|
-
|
||||||
|
Noninterest income
|
23,633
|
20,700
|
||||||
|
Noninterest expense
|
110,517
|
105,132
|
||||||
|
Income before taxes
|
128,776
|
122,244
|
||||||
|
Income tax expense
|
35,171
|
33,787
|
||||||
|
Net income
|
$
|
93,605
|
$
|
88,457
|
||||
|
Basic earnings per common share
|
$
|
134.96
|
$
|
121.02
|
||||
|
Diluted earnings per common share
|
$
|
133.96
|
$
|
121.02
|
||||
|
Weighted average shares outstanding - Basic
|
693,589
|
730,914
|
||||||
|
Weighted average shares outstanding - Diluted
|
698,768
|
730,914
|
||||||
|
Common shares outstanding
|
697,904
|
699,798
|
||||||
|
Return on average assets
|
1.67
|
%
|
1.64
|
%
|
||||
|
Return on average equity
|
15.11
|
%
|
15.49
|
%
|
||||
|
Loan yield
|
6.06
|
%
|
6.08
|
%
|
||||
|
Cost of average total deposits
|
1.22
|
%
|
1.35
|
%
|
||||
|
Net interest margin - tax equivalent
|
4.15
|
%
|
4.05
|
%
|
||||
|
Effective tax rate
|
27.31
|
%
|
27.64
|
%
|
||||
|
Efficiency ratio
|
45.52
|
%
|
46.24
|
%
|
||||
|
Book value per common share (1)
|
$
|
924.93
|
$
|
818.91
|
||||
|
Tangible book value per common share (2)(a)
|
$
|
907.24
|
$
|
800.52
|
||||
|
Balance Sheet:
|
||||||||
|
Total assets
|
$
|
5,690,110
|
$
|
5,370,196
|
||||
|
Cash and cash equivalents
|
144,864
|
212,563
|
||||||
|
of which held at Fed
|
84,242
|
141,505
|
||||||
|
Total investment securities
|
1,669,795
|
1,233,857
|
||||||
|
of which available-for-sale
|
951,154
|
464,414
|
||||||
|
of which held-to-maturity
|
718,641
|
769,443
|
||||||
|
Gross loans and leases
|
3,667,325
|
3,690,221
|
||||||
|
Allowance for credit losses - loans and leases
|
76,375
|
75,283
|
||||||
|
Total deposits
|
4,977,826
|
4,699,139
|
||||||
|
Subordinated debentures
|
10,310
|
10,310
|
||||||
|
Total shareholders' equity
|
$
|
645,514
|
$
|
573,072
|
||||
|
Loan-to-deposit ratio
|
73.67
|
%
|
78.53
|
%
|
||||
|
Percentage of checking deposits to total deposits
|
49.11
|
%
|
51.08
|
%
|
||||
|
Capital Ratios (Bancorp)
|
||||||||
|
Common equity tier 1 capital to risk-weighted assets
|
13.81
|
%
|
13.04
|
%
|
||||
|
Tier 1 capital to risk-weighted assets
|
14.04
|
%
|
13.26
|
%
|
||||
|
Risk-based capital to risk-weighted assets
|
15.29
|
%
|
14.52
|
%
|
||||
|
Tier 1 leverage capital ratio
|
11.00
|
%
|
10.95
|
%
|
||||
|
Tangible common equity ratio (3)(a)
|
11.15
|
%
|
10.46
|
%
|
||||
|
(a) Non-GAAP measurement
|
||||||||
|
Non-GAAP Measurement Reconciliation:
|
||||||||
|
(Dollars in thousands)
|
December 31, 2025
|
December 31, 2024
|
||||||
|
Shareholders' equity
|
$
|
645,514
|
$
|
573,072
|
||||
|
Less: Intangible assets
|
12,348
|
12,870
|
||||||
|
Tangible common equity
|
$
|
633,166
|
$
|
560,202
|
||||
|
Total assets
|
$
|
5,690,110
|
$
|
5,370,196
|
||||
|
Less: Intangible assets
|
12,348
|
12,870
|
||||||
|
Tangible assets
|
$
|
5,677,762
|
$
|
5,357,326
|
||||
|
Tangible common equity ratio(3)
|
11.15
|
%
|
10.46
|
%
|
||||
|
(1)
|
Total common equity divided by common shares outstanding
|
|
(2)
|
Tangible common equity divided by common shares outstanding
|
|
(3)
|
Tangible common equity divided by tangible assets
|