FMCB 0001140361-26-020057 10-Q as filed: May 8, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-26099

FARMERS & MERCHANTS BANCORP

(Exact name of registrant as specified in its charter)

Delaware		94-3327828
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 W. Pine Street, Lodi, California		95240
(Address of principal executive offices)		(Zip Code)

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

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	Not Applicable	Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 30, 2026, the registrant had 692,287 shares of common stock, $0.01 par value per share, outstanding.

FARMERS & MERCHANTS BANCORP

FORM 10-Q

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION			Page

	Item 1 - Consolidated Financial Statements (Unaudited)		3
		Consolidated Balance Sheets	3
		Consolidated Statements of Income	4
		Consolidated Statements of Comprehensive Income	5
		Consolidated Statements of Changes in Shareholders’ Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8

	Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		33

	Item 3 - Quantitative and Qualitative Disclosures About Market Risk		55

	Item 4 - Controls and Procedures		57

PART II. - OTHER INFORMATION

	Item 1 – Legal Proceedings		57
	Item 1A – Risk Factors		57
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		58
	Item 3 – Defaults Upon Senior Securities		58
	Item 4 – Mine Safety Disclosures		58
	Item 5 – Other Information		58
	Item 6 – Exhibits		59
	Signatures		60

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

FARMERS & MERCHANTS BANCORP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share amounts)	March 31, 2026			December 31, 2025
ASSETS
Cash and due from banks	$	66,099		$	60,622
Interest-bearing deposits with banks		318,125			84,242
Total cash and cash equivalents		384,224			144,864
Securities available-for-sale, amortized cost $915,695 and $955,203 respectively		901,915			951,154
Securities held-to-maturity, fair value $581,514 and $592,736, respectively		708,273			718,641
Allowance for credit losses - securities held-to-maturity		(450	)		(450	)
Total investment securities		1,609,738			1,669,345
Non-marketable securities		15,549			15,549
Loans and leases held for investment, net of unearned income		3,616,871			3,648,945
Allowance for credit losses - loans and leases		(76,918	)		(76,375	)
Loans held for investment, net		3,539,953			3,572,570
Bank-owned life insurance		77,252			76,614
Premises and equipment, net		64,571			55,847
Deferred income tax assets and income taxes receivevable		34,745			38,775
Accrued interest receivable		25,344			29,996
Goodwill		11,183			11,183
Other intangibles		1,044			1,165
Other assets		73,061			74,202
Total Assets	$	5,836,664		$	5,690,110

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	1,615,425		$	1,642,119
Interest-bearing:
Demand		785,612			802,352
Savings and money market		1,916,012			1,790,274
Certificates of deposit		799,224			743,081
Total interest-bearing		3,500,848			3,335,707
Total deposits		5,116,273			4,977,826
Subordinated debentures		10,310			10,310
Interest payable and other liabilities		54,026			56,460
Total Liabilities		5,180,609			5,044,596

COMMITMENTS AND CONTINGENCIES (Note 11)

SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 1,000,000 shares authorized and, none issued or outstanding		-			-
Common shares, $0.01 par value, 7,500,000 authorized, 723,880 and 728,560 issued and 693,043 and 697,904 outstanding at March 31, 2026 and December 31, 2025, respectively		7			7
Additional paid-in capital		8,765			11,550
Retained earnings		689,638			669,262
Accumulated other comprehensive loss, net of taxes		(10,360	)		(3,512	)
Treasury stock, at cost; 30,837 shares at March 31, 2026 and 30,656 shares at December 31, 2025		(31,995	)		(31,793	)
TOTAL SHAREHOLDERS’ EQUITY		656,055			645,514
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,836,664		$	5,690,110

See accompanying notes to the unaudited consolidated financial statements.

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FARMERS & MERCHANTS BANCORP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
(Dollars in thousands, except share and per share amounts)	2026		2025
Interest income
Interest and fees on loans and leases	$	54,682	$	54,035
Interest and dividends on investment securities		15,744		10,462
Interest on deposits with others		1,284		2,641
Total interest income		71,710		67,138

Interest expense
Deposits		14,631		13,805
Subordinated debentures		176		192
Total interest expense		14,807		13,997
Net interest income		56,903		53,141
Provision for credit losses		500		300
Net interest income after provision for credit losses		56,403		52,841

Non-interest income
Card processing		1,734		1,667
Service charges on deposit accounts		819		772
Increase in cash surrender value of BOLI		638		603
Net gain on deferred compensation benefits		-		833
Other		1,968		1,146
Total non-interest income		5,159		5,021
Non-interest expense
Salaries and employee benefits		20,433		17,144
Data processing		1,864		1,638
Occupancy		1,243		1,302
Deposit insurance		840		748
Professional services		1,139		922
Marketing		578		467
Net gain on deferred compensation benefits		-		833
Other		3,081		2,455
Total non-interest expense		29,178		25,509
INCOME BEFORE INCOME TAXES		32,384		32,353
Income tax expense		8,313		9,344
NET INCOME	$	24,071	$	23,009

Earnings per common share:
Basic	$	35.91	$	32.88
Diluted	$	35.34	$	32.86

Weighted average number of common shares
Basic		670,265		699,736
Diluted		681,179		700,215

See accompanying notes to the unaudited consolidated financial statements.

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FARMERS & MERCHANTS BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Net income	$	24,071		$	23,009
Other comprehensive income
Unrealized (losses)/gains on available-for-sale securities		(9,731	)		6,959
Amortization of unrecognized gains/(loss) on securities transferred to held-to-maturity		9			(11	)
Net unrealized (losses)/gains on securities		(9,722	)		6,948
Income tax benefit/(expense)		2,874			(2,054	)
Other comprehensive (loss)/income, net of tax		(6,848	)		4,894
Total comprehensive income	$	17,223		$	27,903

See accompanying notes to the unaudited consolidated financial statements.

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FARMERS & MERCHANTS BANCORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except share and per share amounts)	Common Shares			Amount		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss)/Income			Shares			Treasury Stock			Total
Balance as of December 31, 2024		699,798		$	7	$	-		$	592,431		$	(19,366	)		-		$	-		$	573,072
Net income		-			-		-			23,009			-			-			-			23,009
Other comprehensive income, net of tax		-			-		-			-			4,894			-			-			4,894
Issuance of restricted stock awards		30,818			-		-			-			-			-			-			-
Stock based compensation expense		-			-		2,042			-			-			-			-			2,042
Repurchase of common stock		(703	)		-		-			(711	)		-			-			-			(711	)
Balance as of March 31, 2025		729,913		$	7	$	2,042		$	614,729		$	(14,472	)	$	-		$	-		$	602,306

Balance as of December 31, 2025		728,560		$	7	$	11,550		$	669,262		$	(3,512	)		(30,656	)	$	(31,793	)	$	645,514
Net income		-			-		-			24,071			-			-			-			24,071
Other comprehensive loss, net of tax		-			-		-			-			(6,848	)		-			-			(6,848	)
Issuance of restricted stock awards		1,168			-		-			-			-			-			-			-
Restricted stock surrendered for tax withholdings upon vesting		(5,470	)		-		(6,303	)		-			-			-			-			(6,303	)
Forfeiture of restricted stock awards		(378	)		-		-			-			-			-			-			-
Stock based compensation expense		-			-		3,518			-			-			-			-			3,518
Cash dividends declared ($5.10 per share)		-			-		-			(3,695	)		-			-			-			(3,695	)
Purchase of treasury stock		-			-		-			-			-			(181	)		(202	)		(202	)
Balance as of March 31, 2026		723,880		$	7	$	8,765		$	689,638		$	(10,360	)		(30,837	)	$	(31,995	)	$	656,055

See accompanying notes to the unaudited consolidated financial statements.

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FARMERS & MERCHANTS BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Cash flows from operating activities:
Net income	$	24,071		$	23,009
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		500			300
Depreciation and amortization		756			763
Net accretion of securities premiums and discounts		(1,025	)		(276	)
Stock based compensation expense		3,518			2,042
Increase in cash surrender value of BOLI		(638	)		(603	)
Decrease in deferred income taxes, net		3,300			6,959
Net changes in:
Other assets		10,124			3,935
Other liabilities		110			3,421
Net cash provided by operating activities		40,716			39,550
Cash flows from investing activities:
Net decrease in loans and leases held for investment		32,158			94,058
Purchase of available-for-sale securities		-			(33,186	)
Purchase of held-to-maturity securities		(1,050	)		(1,945	)
Proceeds from sales, maturities, calls and pay downs of available-for-sale securities		40,499			9,274
Proceeds from maturities, calls and pay downs of held-to-maturity securities		11,430			11,489
Purchase of premises and equipment		(9,535	)		(673	)
Purchase of other investments		(3,135	)		(2,047	)
Proceeds from sale of assets		-			53
Net cash provided by investing activities		70,367			77,023
Cash flows from financing activities:
Net increase in deposits		138,447			278,829
Cash dividends paid		(3,665	)		-
Restricted stock vesting distribution		(6,303	)		-
Cash used in share repurchase program		-			(711	)
Purchase of treasury stock		(202	)		-
Net cash provided by financing activities		128,277			278,118
Net change in cash and cash equivalents		239,360			394,691
Cash and cash equivalents, beginning of period		144,864			212,563
Cash and cash equivalents, end of period	$	384,224		$	607,254

Supplemental disclosures of cash flow information:
Cash paid for interest	$	16,121		$	15,109
Income taxes paid	$	-		$	1,234

Supplemental disclosures of non-cash transactions:
Accrued cash dividend on restricted stock	$	(30	)	$	-
Net change in unrealized gains/(losses) on securities available-for-sale	$	9,731		$	(6,959	)

See accompanying notes to the unaudited consolidated financial statements.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of Farmers & Merchants Bancorp (“FMCB” or “Bancorp”), a bank holding company incorporated in the State of Delaware, and its wholly owned subsidiary, Farmers & Merchants Bank of Central California (“F&M Bank” or the “Bank”) (collectively, the “Company”).

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information and note disclosures have been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. All significant intercompany transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Various elements of the Company’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified one accounting policy that, due to the judgments, estimates and assumptions inherent in this policy, is significant to an understanding of the Bank’s financial statements. This policy relates to the determination of the allowance for credit losses on loans and leases held for investment. This policy and the related judgments, estimates and assumptions are described in greater detail in subsequent notes to the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates, in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 13, 2026 (“2025 Form 10-K”) and Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates included in this Quarterly Report on Form 10-Q.

The information included in this Form 10-Q should be read in conjunction with our 2025 Form 10-K. Interim results are not necessarily indicative of results for a full year or any other interim period.

Summary of Significant Accounting Policies

Our accounting policies are described in Note 1 – Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2025 Form 10-K. As of March 31, 2026, there were no significant changes to accounting policies from those disclosed in our audited consolidated financial statements included in our 2025 Form 10-K.

Use of estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 1—Basis of Presentation and Significant Accounting Policies—Continued

Recently Adopted Accounting Standards — The Accounting Standards Codification (“ASC”) is the FASB officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Periodically, the FASB will issue Accounting Standard Updates (“ASU”) to its ASC. Rules and interpretive releases of the SEC under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides amendments that provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments are effective in fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. The Company adopted this new guidance on January 1, 2026 and there was no material impact on its consolidated financial statements.

Accounting Standards Pending Adoption — The following paragraphs provide descriptions of newly issued but not yet effective accounting standards that could have a material effect on the Company’s financial position or results of operations.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures, but does not expect the impact to be material.

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies and improves the guidance for interim financial reporting by providing a list of required interim disclosures, clarifying the applicability of interim reporting requirements, and introducing a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The new guidance is effective for the Company starting January 1, 2029, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its financial presentation.

In December 2025, the FASB issued ASU No. 2025-12, “Codification Improvements” (“ASU 2025-12”). ASU 2025-12 is part of the FASB’s standing “evergreen” project and makes a broad set of technical corrections, clarifications, and other minor improvements across many Topics to make the Codification easier to understand and apply. The amendments will be effective for the Company beginning with the fiscal year ending December 31, 2027, and interim periods within that fiscal year. The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2—Investment Securities

The amortized cost, fair values, and unrealized gains and losses of the securities available-for-sale are as follows:

			Gross Unrealized
(Dollars in thousands)	Amortized Cost		Gains		Losses		Fair Value
As of March 31, 2026
U.S. Government-sponsored securities	$	1,944	$	4	$	8	$	1,940
Mortgage-backed securities⁽¹⁾		795,244		4,078		19,694		779,628
Commercial mortgage-backed obligations⁽¹⁾		1,232		19		-		1,251
Collateralized mortgage obligations⁽¹⁾		20,812		-		493		20,319
Municipal securities		66,548		2,262		19		68,791
Corporate securities		29,605		117		46		29,676
Other		310		-		-		310
Total available-for-sale securities	$	915,695	$	6,480	$	20,260	$	901,915

⁽¹⁾All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

			Gross Unrealized
(Dollars in thousands)	Amortized Cost		Gains		Losses		Fair Value
As of December 31, 2025
U.S. Government-sponsored securities	$	2,046	$	2	$	10	$	2,038
Mortgage-backed securities⁽¹⁾		834,820		9,140		17,720		826,240
Commercial mortgage-backed obligations⁽¹⁾		1,231		22		-		1,253
Collateralized mortgage obligations⁽¹⁾		21,087		5		362		20,730
Municipal securities		66,142		4,703		-		70,845
Corporate securities		29,567		171		-		29,738
Other		310		-		-		310
Total available-for-sale securities	$	955,203	$	14,043	$	18,092	$	951,154

⁽¹⁾All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

The book values, estimated fair values, and unrecognized gains and losses of investments classified as held-to-maturity are as follows:

									Allowance
	Amortized		Gross Unrecognized						for Credit
(Dollars in thousands)	Cost		Gains		Losses		Fair Value		Losses
As of March 31, 2026
Mortgage-backed securities⁽¹⁾	$	577,812	$	48	$	116,105	$	461,755	$	-
Collateralized mortgage obligations⁽¹⁾		60,972		-		10,576		50,396		-
Municipal securities		69,489		927		1,053		69,363		450
Total held-to-maturity securities	$	708,273	$	975	$	127,734	$	581,514	$	450

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2—Investment Securities—Continued

									Allowance
	Amortized		Gross Unrecognized						for Credit
(Dollars in thousands)	Cost		Gains		Losses		Fair Value		Losses
As of December 31, 2025
Mortgage-backed securities⁽¹⁾	$	586,001	$	88	$	115,773	$	470,316	$	-
Collateralized mortgage obligations⁽¹⁾		62,476		-		10,234		52,242		-
Municipal securities		70,164		1,011		997		70,178		450
Total held-to-maturity securities	$	718,641	$	1,099	$	127,004	$	592,736	$	450

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

The allowance for credit losses on held-to-maturity securities is a contra-asset valuation account that is deducted from the amortized cost basis of held-to-maturity securities to present the net amount expected to be collected. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal forecasts and (v) whether or not such securities are guaranteed or pre-refunded by the issuers.

The following tables show the gross unrealized losses for available-for-sale securities, for which an allowance for credit losses has not been recorded, that have been in an unrealized loss position for less than 12 months or 12 months or more:

					March 31, 2026
	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available-for-Sale Securities
U.S. Government-sponsored securities	$	359	$	1	$	563	$	7	$	922	$	8
Mortgage-backed securities⁽¹⁾		418,622		2,277		67,673		17,417		486,295		19,694
Collateralized mortgage obligations⁽¹⁾		14,911		269		5,408		224		20,319		493
Municipal securities		3,980		19		-		-		3,980		19
Corporate securities		9,689		46		-		-		9,689		46
Total available-for-sale securities	$	447,561	$	2,612	$	73,644	$	17,648	$	521,205	$	20,260

⁽¹⁾All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

					December 31, 2025
	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available-for-Sale Securities
U.S. Government-sponsored securities	$	461	$	2	$	676	$	8	$	1,137	$	10
Mortgage-backed securities⁽¹⁾		60,935		244		75,647		17,476		136,582		17,720
Collateralized mortgage obligations⁽¹⁾		13,262		230		5,511		132		18,773		362
Total available-for-sale securities	$	74,658	$	476	$	81,834	$	17,616	$	156,492	$	18,092

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2—Investment Securities—Continued

As of March 31, 2026, the Company held 323 available-for-sale securities of which 55 securities were in an unrealized loss position for less than twelve months and 99 securities were in an unrealized loss position for twelve months or more without an allowance for credit losses. Because the decline in fair value is attributable to changes in interest rates and not credit quality and because the Company does not have the intent to sell and it is likely that the Company will not be required to sell the securities prior to their anticipated recovery at maturity, it has been determined that there is no expected credit loss on these securities. Management evaluates the available-for-sale securities in an unrealized loss position, relying primarily on industry analyst reports and observations of market conditions and interest rate fluctuations.

The following tables present the activity in the allowance for credit losses for held-to-maturity securities by major type:

	March 31, 2026
(Dollars in thousands)	Municipal securities		Mortgage-backed securities		Collateralized mortgage obligations		Total
Allowance for credit losses - securities
Beginning balance	$	450	$	-	$	-	$	450
Provision for credit losses		-		-		-		-
Ending balance	$	450	$	-	$	-	$	450

	December 31, 2025
(Dollars in thousands)	Municipal securities		Mortgage-backed securities		Collateralized mortgage obligations		Total
Allowance for credit losses - securities
Beginning balance	$	450	$	-	$	-	$	450
Provision for credit losses		-		-		-		-
Ending balance	$	450	$	-	$	-	$	450

The amortized cost and estimated fair values of investment securities at March 31, 2026 by contractual final maturity are shown in the following table:

	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Securities maturing in:
One year or less	$	10,659	$	10,673	$	2,108	$	2,107
After one year through five years		20,371		20,417		18,044		17,977
After five years through ten years		44,050		44,698		17,983		17,196
After ten years		840,615		826,127		670,138		544,234
Total	$	915,695	$	901,915	$	708,273	$	581,514

Maturities are based on the final contractual payment dates, and do not reflect the impact of contractual monthly principal payments, prepayments or early redemptions that may occur. Expected maturities of mortgage-backed and CMO securities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2—Investment Securities—Continued

The Company monitors the credit quality of those held-to-maturity securities not issued by the U.S. government or one of its agencies or government sponsored entities, through the use of credit ratings. Credit ratings are reviewed and updated quarterly. Nonrated municipal investments consist primarily of bonds issued by political subdivisions such as housing authorities and reclamation districts. Nonrated municipal investments are monitored through financial covenants and review of repayment history. As of March 31, 2026, there were no past due principal or interest payments associated with held-to-maturity municipal securities. There were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.

The following tables summarize the amortized cost of held-to-maturity municipal securities by credit rating as of the dates indicated:

	Held-to-Maturity
	Amortized Cost
(Dollars in thousands)	AAA/AA/A		BBB/BB/B		Not Rated		Total
March 31, 2026

Municipal securities	$	18,414	$	937	$	50,138	$	69,489
Total	$	18,414	$	937	$	50,138	$	69,489

	Held-to-Maturity
	Amortized Cost
(Dollars in thousands)	AAA/AA/A			BBB/BB/B			Not Rated			Total
December 31, 2025

Municipal securities		$	18,562		$	935		$	50,667		$	70,164
Total		$	18,562		$	935		$	50,667		$	70,164

Proceeds from sales and calls of investment securities were as follows:

	For the Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Gross proceeds	$	-	$	160
Gross gains		-		-
Gross losses		-		-

Pledged Securities

At March 31, 2026, investment securities carried at $731.0 million were pledged to secure public deposits, Federal Home Loan Bank (“FHLB”) borrowings, and other government agency deposits as required by law. This amount was $673.8 million at December 31, 2025.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases

Loans and leases as of the dates indicated consisted of the following:

(Dollars in thousands)	March 31, 2026			December 31, 2025
Loans and leases held for investment, net
Real estate:
Commercial	$	1,504,452		$	1,480,906
Agricultural		689,981			705,668
Residential and home equity		403,777			405,080
Construction		132,487			128,179
Total real estate		2,730,697			2,719,833
Commercial & industrial		462,196			497,700
Agricultural		261,279			264,117
Commercial leases		175,744			181,004
Consumer and other		4,640			4,671
Total gross loans and leases		3,634,556			3,667,325
Unearned income		(17,685	)		(18,380	)
Total net loans and leases		3,616,871			3,648,945
Allowance for credit losses		(76,918	)		(76,375	)
Total loans and leases held for investment, net	$	3,539,953		$	3,572,570

At March 31, 2026, the portion of loans that were approved for pledging as collateral on borrowing lines with the FHLB and the Federal Reserve Bank (“FRB”) were $1.4 billion and $1.4 billion, respectively. The borrowing capacity on these loans was $932.4 million from FHLB and $1.1 billion from the FRB at March 31, 2026.

The following tables show an aging analysis of the loan and lease portfolio, net of unearned income, by the time past due for the periods indicated:

	March 31, 2026
(Dollars in thousands)	30-89 Days Past Due		90+ Days Past Due		Non-accrual		Total Past Due and Nonaccrual		Current		Total		Non-accrual with no ACL
Loans and leases held for investment, net
Real estate:
Commercial	$	-	$	-	$	730	$	730	$	1,495,765	$	1,496,495	$	730
Agricultural		-		3,266		-		3,266		686,715		689,981		-
Residential and home equity		-		-		-		-		403,777		403,777		-
Construction		-		-		-		-		132,487		132,487		-
Total real estate		-		3,266		730		3,996		2,718,744		2,722,740		730
Commercial & industrial		-		-		-		-		462,196		462,196		-
Agricultural		-		-		-		-		261,279		261,279		-
Commercial leases		-		-		-		-		166,016		166,016		-
Consumer and other		10		-		-		10		4,630		4,640		-
Total loans and leases, net	$	10	$	3,266	$	730	$	4,006	$	3,612,865	$	3,616,871	$	730

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

	December 31, 2025
(Dollars in thousands)	30-89 Days Past Due		90+ Days Past Due		Non-accrual		Total Past Due and Nonaccrual		Current		Total		Non-accrual with no ACL
Loans and leases held for investment, net
Real estate:
Commercial	$	7,248	$	-	$	750	$	7,998	$	1,464,585	$	1,472,583	$	750
Agricultural		-		-		-		-		705,668		705,668		-
Residential and home equity		-		-		-		-		405,080		405,080		-
Construction		-		-		-		-		128,179		128,179		-
Total real estate		7,248		-		750		7,998		2,703,512		2,711,510		750
Commercial & industrial		-		-		-		-		497,700		497,700		-
Agricultural		-		-		-		-		264,117		264,117		-
Commercial leases		1,659		-		-		1,659		169,288		170,947		-
Consumer and other		5		-		-		5		4,666		4,671		-
Total loans and leases, net	$	8,912	$	-	$	750	$	9,662	$	3,639,283	$	3,648,945	$	750

When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company. The Company’s modifications of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans that are substandard or non-accrual, where the maturity date was extended and/or the modified interest rate and payment terms are not commensurate with the current market. Modifications on personal real estate loans are primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling programs that can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with customers.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

The following table presents the amortized cost of loans that were both experiencing financial difficulty and modified, by portfolio segment and type of modification, during the periods presented. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each portfolio segment of financing receivable is also presented below:

	March 31, 2026
	Amortized cost associated with the following modification types:
(Dollars in thousands)	Maturity or term extension		Payment reduction		Multiple modification types¹		Total²		Percentage of total loan segment
Loans and leases held for investment, net
Real estate:
Commercial	$	-	$	730	$	-	$	730		0.05	%
Agricultural		-		-		-		-		0.00	%
Residential and home equity		-		-		37		37		0.01	%
Construction		-		-		-		-		0.00	%
Total real estate		-		730		37		767		0.03	%
Commercial & industrial		4,170		-		-		4,170		0.90	%
Agricultural		-		-		-		-		0.00	%
Commercial leases		-		-		-		-		0.00	%
Consumer and other		-		-		-		-		0.00	%
Total	$	4,170	$	730	$	37	$	4,937		0.14	%

¹ Includes modifications that resulted from a combination of interest rate reduction, maturity or term extension, principal forgiveness, and payment deferral modifications.

² Unfunded lending commitments related to loans modified to borrowers experiencing financial difficulty totaled $0 million at March 31, 2026.

During the three months ended March 31, 2026, the Company modified one commercial real estate loan with a monthly payment reduction, two commercial and industrial loans with contractual term extensions of four and three months and one residential loan with an interest rate reduction and a contractual term extension of ten years.

	March 31, 2025
	Amortized cost associated with the following modification types:
(Dollars in thousands)	Maturity or term extension		Payment deferral		Multiple modification types¹		Total²		Percentage of total loan segment
Loans and leases held for investment, net
Real estate:
Commercial	$	-	$	-	$	-	$	-		0.00	%
Agricultural		983		-		1,656		2,639		0.36	%
Residential and home equity		-		-		-		-		0.00	%
Construction		-		-		-		-		0.00	%
Total real estate		983		-		1,656		2,639		0.10	%
Commercial & industrial		-		-		-		-		0.00	%
Agricultural		43		-		-		43		0.02	%
Commercial leases		-		-		-		-		0.00	%
Consumer and other		-		-		-		-		0.00	%
Total	$	1,026	$	-	$	1,656	$	2,682		0.07	%

¹ Includes modifications that resulted from a combination of interest rate reduction, maturity or term extension, principal forgiveness, and payment deferral modifications.

² Unfunded lending commitments related to loans modified to borrowers experiencing financial difficulty totaled $0 million at March 31, 2025.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

During the three months ended March 31, 2025, the Company modified one agricultural borrower with four agricultural real estate loans and one agricultural production loan. Two of the loans had the contractual term extended by six months and three loans had principal and interest deferrals of six months.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts. A payment default is defined as a loan having a payment past due 90 days or more after a modification took place. There was one loan modified within the last 12 months that had a payment default and was past due during the three months ended March 31, 2026.

The effect of modifications made to borrowers experiencing financial difficulty is already included in the ACL because of the measurement methodologies used to estimate the ACL; therefore, a change to the ACL is generally not recorded upon modification. If principal forgiveness is provided, that portion of the loan will be charged-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. An assessment of whether the borrower is experiencing financial difficulty is made on the date of a modification.

The Company assigns a risk rating to all loans and leases and periodically performs detailed reviews of all such loans and leases over a certain threshold to identify credit risks and assess overall collectability. For smaller balance loans and leases, such as consumer and residential real estate, a credit grade is established at inception, and then updated only when the loan or lease becomes contractually delinquent or when the borrower requests a modification. For larger balance loans and leases, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans and leases. These credit quality indicators are used to assign a risk rating to each individual loan or lease. These risk ratings can be grouped into five major categories, defined as follows:

Pass — A pass loan or lease is a strong credit with no existing or known potential weaknesses deserving of management’s close attention. This category also includes “Watch” loans, which is a loan with an emerging weakness in either the individual credit or industry that requires additional attention. A credit may also be classified Watch if cash flows have not yet stabilized, such as in the case of a development project.

Special mention — A special mention loan or lease has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company’s credit position at some future date. Special mention loans and leases are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard — A substandard loan or lease is not adequately protected by the current financial condition and paying capacity of the borrower or the value of the collateral pledged, if any. Loans or leases classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well-defined weaknesses include a project’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project’s failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful — Loans or leases classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, highly questionable or improbable.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

Loss — Loans or leases classified as loss are considered uncollectible. Once a loan or lease becomes delinquent and repayment becomes questionable, the Company will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Company will estimate its probable loss and immediately charge-off some or all of the balance.

The following tables present outstanding loan and lease balances held for investment net of unearned income by segment, credit risk rating categories, vintage year by segment of financing receivable, and current period gross charge-offs by year of origination as follows:

	March 31, 2026
	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term		Total
Net loans and leases held for investment
Real estate:
Commercial
Pass	$	28,119	$	211,127	$	37,793	$	100,013	$	134,184	$	532,706	$	308,217	$	143,381	$	1,495,540
Special mention		-		225		-		-		-		-		-		-		225
Substandard		-		-		-		-		730		-		-		-		730
Total Commercial	$	28,119	$	211,352	$	37,793	$	100,013	$	134,914	$	532,706	$	308,217	$	143,381	$	1,496,495
Commercial
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Agricultural
Pass	$	897	$	45,684	$	23,762	$	33,334	$	61,256	$	192,470	$	272,571	$	49,622	$	679,596
Special mention		-		3,143		-		-		-		3,029		4,213		-		10,385
Substandard		-		-		-		-		-		-		-		-		-
Total Agricultural	$	897	$	48,827	$	23,762	$	33,334	$	61,256	$	195,499	$	276,784	$	49,622	$	689,981
Agricultural
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Residential and home equity
Pass	$	7,946	$	35,369	$	27,823	$	29,445	$	50,307	$	200,024	$	52,089	$	344	$	403,347
Special mention		-		-		-		-		-		25		-		-		25
Substandard		-		-		-		-		-		203		202		-		405
Total Residential and home equity	$	7,946	$	35,369	$	27,823	$	29,445	$	50,307	$	200,252	$	52,291	$	344	$	403,777
Residential and home equity
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Construction
Pass	$	-	$	-	$	-	$	-	$	-	$	1,375	$	117,212	$	13,900	$	132,487
Special mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Total construction	$	-	$	-	$	-	$	-	$	-	$	1,375	$	117,212	$	13,900	$	132,487
Construction
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Total Real estate	$	36,962	$	295,548	$	89,378	$	162,792	$	246,477	$	929,832	$	754,504	$	207,247	$	2,722,740

Commercial & industrial
Pass	$	1,691	$	38,518	$	16,266	$	27,974	$	15,494	$	17,236	$	312,178	$	28,588	$	457,945
Special mention		-		-		-		-		33		-		48		4,170		4,251
Substandard		-		-		-		-		-		-		-		-		-
Total Commercial & industrial	$	1,691	$	38,518	$	16,266	$	27,974	$	15,527	$	17,236	$	312,226	$	32,758	$	462,196
Commercial & industrial
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

	March 31, 2026
	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term		Total
Net loans and leases held for investment
Agricultural
Pass	$	-	$	301	$	2,688	$	2,178	$	1,621	$	2,947	$	241,017	$	10,457	$	261,209
Special mention		-		-		-		-		27		-		-		43		70
Substandard		-		-		-		-		-		-		-		-		-
Total Agricultural	$	-	$	301	$	2,688	$	2,178	$	1,648	$	2,947	$	241,017	$	10,500	$	261,279
Agricultural
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Commercial leases
Pass	$	637	$	24,854	$	28,241	$	65,506	$	20,832	$	25,946	$	-	$	-	$	166,016
Special mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Total Commercial leases	$	637	$	24,854	$	28,241	$	65,506	$	20,832	$	25,946	$	-	$	-	$	166,016
Commercial leases
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Consumer and other
Pass	$	515	$	1,178	$	365	$	485	$	211	$	935	$	769	$	-	$	4,458
Special mention		-		-		-		-		-		-		-		-		-
Substandard		173		-		-		-		-		9		-		-		182
Total Consumer and other	$	688	$	1,178	$	365	$	485	$	211	$	944	$	769	$	-	$	4,640
Consumer and other
Current-period gross charge-offs	$	8	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	8
Total net loans and leases
Pass	$	39,805	$	357,031	$	136,938	$	258,935	$	283,905	$	973,639	$	1,304,053	$	246,292	$	3,600,598
Special mention		-		3,368		-		-		60		3,054		4,261		4,213		14,956
Substandard		173		-		-		-		730		212		202		-		1,317
Total net loans and leases	$	39,978	$	360,399	$	136,938	$	258,935	$	284,695	$	976,905	$	1,308,516	$	250,505	$	3,616,871
Total current-period gross charge-offs	$	8	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	8

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

	December 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term		Total
Net loans and leases held for investment
Real estate:
Commercial
Pass	$	201,486	$	38,557	$	103,052	$	135,472	$	192,814	$	356,496	$	290,112	$	146,371	$	1,464,360
Special mention		225		-		-		-		7,248		-		-		-		7,473
Substandard		-		-		-		750		-		-		-		-		750
Total Commercial	$	201,711	$	38,557	$	103,052	$	136,222	$	200,062	$	356,496	$	290,112	$	146,371	$	1,472,583
Commercial
Current-period gross charge-offs	$	-	$	-	$	-	$	380	$	-	$	-	$	-	$	-	$	380

Agricultural
Pass	$	46,027	$	23,735	$	35,874	$	62,515	$	41,110	$	161,982	$	274,736	$	48,493	$	694,472
Special mention		3,151		-		-		-		-		3,085		4,960		-		11,196
Substandard		-		-		-		-		-		-		-		-		-
Total Agricultural	$	49,178	$	23,735	$	35,874	$	62,515	$	41,110	$	165,067	$	279,696	$	48,493	$	705,668
Agricultural
Current-period gross charge-offs	$	-	$	-	$	180	$	939	$	-	$	-	$	-	$	-	$	1,119

Residential and home equity
Pass	$	35,670	$	29,212	$	31,874	$	50,922	$	76,178	$	128,370	$	52,266	$	352	$	404,844
Special mention		-		-		-		-		-		34		-		-		34
Substandard		-		-		-		-		-		-		202		-		202
Total Residential and home equity	$	35,670	$	29,212	$	31,874	$	50,922	$	76,178	$	128,404	$	52,468	$	352	$	405,080
Residential and home equity
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Construction
Pass	$	-	$	-	$	-	$	-	$	-	$	1,375	$	112,904	$	13,900	$	128,179
Special mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Total construction	$	-	$	-	$	-	$	-	$	-	$	1,375	$	112,904	$	13,900	$	128,179
Construction
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Total Real estate	$	286,559	$	91,504	$	170,800	$	249,659	$	317,350	$	651,342	$	735,180	$	209,116	$	2,711,510

Commercial & industrial
Pass	$	39,666	$	21,289	$	29,692	$	16,244	$	13,167	$	5,310	$	337,525	$	30,455	$	493,348
Special mention		-		-		-		40		-		-		50		4,262		4,352
Substandard		-		-		-		-		-		-		-		-		-
Total Commercial & industrial	$	39,666	$	21,289	$	29,692	$	16,284	$	13,167	$	5,310	$	337,575	$	34,717	$	497,700
Commercial & industrial
Current-period gross charge-offs	$	-	$	-	$	70	$	98	$	53	$	12	$	-	$	-	$	233

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

	December 31, 2025
	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost		Revolving Loans Converted to Term		Total
Net loans and leases held for investment
Agricultural
Pass	$	3,104	$	2,857	$	2,312	$	1,772	$	1,020	$	2,264	$	245,438	$	5,278	$	264,045
Special mention		-		-		-		29		-		-		-		43		72
Substandard		-		-		-		-		-		-		-		-		-
Total Agricultural	$	3,104	$	2,857	$	2,312	$	1,801	$	1,020	$	2,264	$	245,438	$	5,321	$	264,117
Agricultural
Current-period gross charge-offs	$	-	$	-	$	-	$	200	$	34	$	-	$	-	$	-	$	234

Commercial leases
Pass	$	25,516	$	29,201	$	67,198	$	21,749	$	5,854	$	21,429	$	-	$	-	$	170,947
Special mention		-		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-		-
Total Commercial leases	$	25,516	$	29,201	$	67,198	$	21,749	$	5,854	$	21,429	$	-	$	-	$	170,947
Commercial leases
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Consumer and other
Pass	$	1,244	$	478	$	609	$	234	$	23	$	1,001	$	879	$	-	$	4,468
Special mention		-		-		-		-		-		-		-		-		-
Substandard		192		-		-		-		-		11		-		-		203
Total Consumer and other	$	1,436	$	478	$	609	$	234	$	23	$	1,012	$	879	$	-	$	4,671
Consumer and other
Current-period gross charge-offs	$	37	$	3	$	-	$	-	$	-	$	10	$	-	$	-	$	50
Total net loans and leases
Pass	$	352,713	$	145,329	$	270,611	$	288,908	$	330,166	$	678,227	$	1,313,860	$	244,849	$	3,624,663
Special mention		3,376		-		-		69		7,248		3,119		5,010		4,305		23,127
Substandard		192		-		-		750		-		11		202		-		1,155
Total net loans and leases	$	356,281	$	145,329	$	270,611	$	289,727	$	337,414	$	681,357	$	1,319,072	$	249,154	$	3,648,945
Total current-period gross charge-offs	$	37	$	3	$	250	$	1,617	$	87	$	22	$	-	$	-	$	2,016

The Company, in the ordinary course of business, grants loans to the Company’s executive officers and directors, including their families and firms in which they are principal owners. Activity in such loans is summarized as follows:

	March 31,			December 31,
(Dollars in thousands)	2026			2025

Balance at beginning of the period	$	13,300		$	15,626
New loans or advances during year		385			495
Effect of changes in composition of related parties		-			(80	)
Repayments		(15	)		(2,741	)
Balance at end of period	$	13,670		$	13,300

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

A loan or lease is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. When management determines that foreclosure is probable, expected credit losses for collateral dependent loans or leases are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The collateral on the loans and leases is a significant portion of what secures the collateral dependent loans or leases, and significant changes to the fair value of the collateral can impact the allowance for credit losses.

The following table presents the amortized cost basis for collateral dependent loans and leases by type as of the dates indicated:

	March 31, 2026
(Dollars in thousands)	Real Estate		Total
Collateral dependent loans and leases
Real estate:
Commercial	$	730	$	730
Agricultural		-		-
Residential and home equity		-		-
Construction		-		-
Total real estate		730		730
Commercial & industrial		-		-
Agricultural		-		-
Commercial leases		-		-
Consumer and other		-		-
Total gross loans and leases	$	730	$	730

	December 31, 2025
(Dollars in thousands)	Real Estate		Total
Collateral dependent loans and leases
Real estate:
Commercial	$	7,998	$	7,998
Agricultural		-		-
Residential and home equity		-		-
Construction		-		-
Total real estate		7,998		7,998
Commercial & industrial		-		-
Agricultural		-		-
Commercial leases		-		-
Consumer and other		-		-
Total gross loans and leases	$	7,998	$	7,998

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

Allowance for Credit Losses

The allowance for credit losses (“ACL”) is the combination of the allowance for credit losses for loan and lease losses and the allowance for credit losses for unfunded loan commitments. The ACL for unfunded loan commitments is included within “Interest payable and other liabilities” on the consolidated balance sheets.

The following table present a summary of the activity in the ACL for loan and lease losses and the ACL for unfunded loan commitments for the periods indicated:

	For the Three Months Ended March 31,
	2026								2025
(Dollars in thousands)	ACL for Loans and Leases			ACL for Unfunded Commitments		Allowance for Credit Losses			ACL for Loans and Leases			ACL for Unfunded Commitments		Allowance for Credit Losses
Balance at beginning of period	$	76,375		$	3,300	$	79,675		$	75,283		$	2,690	$	77,973
Provision for credit losses		500			-		500			300			-		300
Charge-offs		(8	)		-		(8	)		(273	)		-		(273	)
Recoveries		51			-		51			113			-		113
Net recoveries/(charge-offs)		43			-		43			(160	)		-		(160	)
Balance at end of period	$	76,918		$	3,300	$	80,218		$	75,423		$	2,690	$	78,113

Changes in the ACL on loans and leases for the periods indicated are as follows:

	Three Months Ended March 31, 2026
(Dollars in thousands)	Balance at beginning of year		Provision for/(recapture of) credit losses			Charge-Offs			Recoveries		Balance at end of period
Allowance for credit losses:
Real estate:
Commercial	$	22,574	$	(639	)	$	-		$	-	$	21,935
Agricultural		23,647		(1,166	)		-			-		22,481
Residential and home equity		7,620		(164	)		-			24		7,480
Construction		2,311		535			-			-		2,846
Total real estate		56,152		(1,434	)		-			24		54,742
Commercial & industrial		7,355		1,733			-			12		9,100
Agricultural		6,760		412			-			1		7,173
Commercial leases		5,861		(179	)		-			-		5,682
Consumer and other		247		(32	)		(8	)		14		221
Total allowance for credit losses	$	76,375	$	500		$	(8	)	$	51	$	76,918

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3—Loans and Leases—Continued

	Year Ended December 31, 2025
(Dollars in thousands)	Balance at beginning of year		Provision for/(recapture of) credit losses			Charge-Offs			Recoveries		Balance at end of year
Allowance for credit losses:
Real estate:
Commercial	$	20,382	$	2,572		$	(380	)	$	-	$	22,574
Agricultural		23,615		1,146			(1,119	)		5		23,647
Residential and home equity		7,340		270			-			10		7,620
Construction		3,055		(744	)		-			-		2,311
Total real estate		54,392		3,244			(1,499	)		15		56,152
Commercial & industrial		7,791		(359	)		(233	)		156		7,355
Agricultural		6,725		245			(234	)		24		6,760
Commercial leases		6,153		(292	)		-			-		5,861
Consumer and other		222		52			(50	)		23		247
Total allowance for credit losses	$	75,283	$	2,890		$	(2,016	)	$	218	$	76,375

Note 4—Deposits

Certificates of deposit greater than and less than or equal to the FDIC insurance limit of $250,000 are summarized as follows:

(Dollars in thousands)	March 31, 2026		December 31, 2025
Certificates of deposit:
Certificates of deposit less than or equal to $250,000	$	345,331	$	344,818
Certificates of deposit greater than $250,000		453,893		398,263
Total certificates of deposit	$	799,224	$	743,081

Scheduled maturities for certificates of deposit are as follows for the years ending December 31:

(Dollars in thousands)	Amount
2026	$	723,183
2027		72,190
2028		2,103
2029		1,273
2030		345
Thereafter		130
Total certificates of deposit	$	799,224

Overdrawn deposit balances of $164,000 and $187,000 were classified as consumer loans at March 31, 2026 and December 31, 2025, respectively.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 5—Short-term borrowings

As of March 31, 2026 and December 31, 2025, committed lines of credit arrangements totaling $2.2 billion and $2.1 billion, respectively, were available to the Company from the FHLB, FRB, and unaffiliated banks.

The Company is a member of the FHLB of San Francisco and has a borrowing capacity and a committed credit line of $933.6 million, which is secured by $1.2 billion in various real estate loans and investment securities pledged as collateral. Borrowings generally provide for interest at the then current published rate based on the borrowing term. The overnight borrowing rate was 3.96% as of March 31, 2026.

The Company has $1.4 billion in pledged loans with the FRB. As of March 31, 2026, the Company’s overnight borrowing capacity using the primary credit facilities from the Fed account was $1.1 billion. The borrowing rate was 3.64% as of March 31, 2026.

The Company has an unsecured borrowing capacity from unaffiliated banks of $133.0 million as of March 31, 2026.

There were no outstanding advances on the above borrowing facilities as of March 31, 2026 or December 31, 2025.

Note 6—Fair Value

The Company uses fair value measurements to record fair value adjustments to certain financial and non-financial assets and liabilities and to determine fair value disclosures. Various financial instruments such as available-for-sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a non-recurring basis, such as collateral dependent loans and other real estate owned. These non-recurring fair value adjustments typically involve lower of cost or fair value accounting or write-down of individual assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).

•

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider.

The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for many of the Company’s financial instruments, fair value estimates are based on judgements regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 6—Fair Value—Continued

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

Securities classified as available-for-sale are reported at fair value on a recurring basis utilizing Level 1, 2 and 3 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Securities classified as held-to-maturity are reported at fair value on a non-recurring basis utilizing Level 1, 2 and 3 inputs. Level 3 - Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The Company does not record all loans and leases at fair value on a recurring basis. However, from time to time, a loan or lease is considered collateral dependent and an allowance for credit losses is established. Once a loan or lease is identified as collateral dependent, management measures specific reserves in accordance FASB ASC Topic 326. The fair value of collateral dependent loans or leases is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, and discounted cash flows. Collateral dependent loans and leases not requiring an allowance represent loans and leases for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans and leases. Collateral dependent loans and leases where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral. These appraisals may utilize a single valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences between the comparable sales and income and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 non-recurring collateral dependent loans is primarily the sales comparison approach less estimated selling costs. The Company maintains a list of qualified property appraisers who review appraisal reports for reasonableness. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by credit administration. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. These measurements are classified as Level 3.

Other Real Estate Owned (“OREO”) is reported at fair value on a non-recurring basis. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences between the comparable sales and income and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 non-recurring OREO is primarily the sales comparison approach less estimated selling costs.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 6—Fair Value—Continued

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.

March 31, 2026			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Fair valued on a recurring basis:
Financial assets
Available-for-sale securities
U.S. Government-sponsored securities	$	1,940	$	-	$	1,940	$	-	$	1,940
Mortgage-backed securities		779,628		-		779,628		-		779,628
Commercial mortgage-backed securities		1,251		-		1,251		-		1,251
Collateralized mortgage obligations		20,319		-		20,319		-		20,319
Municipal securities		68,791		-		68,791		-		68,791
Corporate securities		29,676		-		29,676		-		29,676
Other		310		-		310		-		310
Other equity investments	$	3,506	$	3,506	$	-	$	-	$	3,506
Derivatives not designated as hedging instruments	$	116	$	-	$	116	$	-	$	116

Financial liabilities
Derivatives not designated as hedging instruments	$	124	$	-	$	124	$	-	$	124

December 31, 2025			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Fair valued on a recurring basis:
Financial assets
Available-for-sale securities
U.S. Government-sponsored securities	$	2,038	$	-	$	2,038	$	-	$	2,038
Mortgage-backed securities		826,240		-		826,240		-		826,240
Commercial mortgage-backed securities		1,253		-		1,253		-		1,253
Collateralized mortgage obligations		20,730		-		20,730		-		20,730
Municipal securities		70,845		-		70,845		-		70,845
Corporate securities		29,738		-		29,738		-		29,738
Other		310		-		310		-		310
Other equity investments	$	3,256	$	3,256	$	-	$	-	$	3,256
Derivatives not designated as hedging instruments	$	172	$	-	$	172	$	-	$	172

Financial liabilities
Derivatives not designated as hedging instruments	$	178	$	-	$	178	$	-	$	178

Fair valued on a non-recurring basis:
Collateral dependent loans	$	7,998	$	-	$	-	$	7,998	$	7,998

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 6—Fair Value—Continued

The following tables summarize the carrying amount and estimated fair values of the Company’s financial assets and liabilities not carried at fair value, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.

March 31, 2026			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash and cash equivalents	$	384,224	$	384,224	$	-	$	-	$	384,224
Held-to-maturity securities, net		707,823		-		531,523		49,991		581,514
Non-marketable securities, at cost		15,549		-		15,549		-		15,549
Loans and leases, net		3,539,953		-		-		3,568,049		3,568,049

Financial liabilities:
Total deposits	$	5,116,273	$	-	$	5,113,421	$	-	$	5,113,421
Subordinated debentures		10,310		-		10,712		-		10,712

December 31, 2025			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial assets:
Cash and cash equivalents	$	144,864	$	144,864	$	-	$	-	$	144,864
Held-to-maturity securities, net		718,191		-		542,161		50,575		592,736
Non-marketable securities, at cost		15,549		-		15,549		-		15,549
Loans and leases, net		3,572,570		-		-		3,591,336		3,591,336

Financial liabilities:
Total deposits	$	4,977,826	$	-	$	4,975,673	$	-	$	4,975,673
Subordinated debentures		10,310		-		10,810		-		10,810

Non-marketable securities include FHLB stock, Pacific Coast Bankers’ Bank stock and TIB, National Association stock which are recorded at cost. Ownership of these stocks is restricted to member banks. Purchases and sales of these securities are at par value with the issuer. The fair value of these investments is equal to the carrying amount.

Table of Contents

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 7—Earnings Per Share

Basic earnings per common share is computed by dividing net earnings allocated to common shareholders by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per common share is computed using the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effects of outstanding restricted stock awards using the treasury stock method. There were no outstanding restricted stock awards prior to 2025. Shares are excluded from the computations of diluted earnings per share when their inclusion has an anti-dilutive effect. For the three months ended March 31, 2026, there were no potential common shares that were anti-dilutive.

The following table presents the factors used in the earnings per share computation for the periods indicated:

	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2026		2025

Net income	$	24,071	$	23,009

Weighted average common shares outstanding
For basic earnings per common share		670,265		699,736
Dilutive potential common shares		10,914		479
Shares used in computing diluted earnings per common share		681,179		700,215

Basic earnings per share	$	35.91	$	32.88
Diluted earnings per share	$	35.34	$	32.86

Note 8—Employee Benefit Plans

Executive Retirement Plan and Senior Management Retirement Plan

The Company, through the Bank, sponsored an Executive Retirement Plan for certain executive level employees and a Senior Management Retention Plan for other senior level employees, collectively the “Plans”. Effective November 29, 2024, all components of the Plans were terminated and frozen and no subsequent contributions were made to the Plans. On December 10, 2025, the account balances of the Plans were liquidated and paid out to eligible participants.

The Company incurred no expense for the Plans during the three months ended March 31, 2026 and March 31, 2025 due to the freezing of the Plans. The Company’s carrying value of the liability under the Plans for certain participants with different liquidation payout provisions was $2.5 million as of March 31, 2026 and $2.2 million as of December 31, 2025, which is included in interest payable and other liabilities on the balance sheet. The Company’s shares of stock held as investments in the Rabbi Trust of the Plans as of March 31, 2026 and December 31, 2025 totaled 1,073 shares with a historical cost basis of $1.1 million. All amounts were fully funded into the Rabbi Trust as of March 31, 2026 and December 31, 2025. The consolidated investments held in the Rabbi Trust are recorded at fair value with changes in unrealized gains or losses recorded within non-interest income, and the equal and offsetting charges in the related liability are recorded in non-interest expense in the consolidated statements of income.

Net gains on the Plans’ investments were $0.8 million at March 31, 2025. Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 9—Stock-Based Compensation

Restricted Stock Award Plan

On November 25, 2024, the Company’s shareholders approved the Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan (the “2025 Plan”). The 2025 Plan provides for the issuance of up to 80,000 shares to directors and employees of the Company and its subsidiaries and affiliates, and an annual increase on the first day of each fiscal year beginning with January 1, 2026 and ending with the last January 1 during the initial ten-year term of the plan, equal to (a) two and one-half percent (2.5%) of all outstanding shares on the last day of the immediately preceding fiscal year or (b) any lesser amount that the Personnel Committee sets for the purpose of that fiscal year. Pursuant to the 2.5% evergreen provision described above, the total number of shares available to be issued under the 2025 Plan increased by 17,448 shares to 97,448 as of January 1, 2026. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. Due to the illiquidity of the stock, the fair value of the stock is determined using a volume weighted average price over a 30-day period as of the grant date. The awards contain a service condition, which requires the employees to provide services during the applicable vesting periods. The awards were comprised of a one-year award for directors and two-year, three-year and four-year awards for employees depending on their roles and responsibilities. The awards vest on a pro-rated basis over the life of the award. Total remaining shares issuable under the 2025 Plan were 70,460 at March 31, 2026, including 2,370 shares forfeited and available for future awards under the 2025 Plan. The unvested restricted shares generally have voting rights and dividend rights; however, the dividends are paid to the holder only when the restricted shares vest. Dividends on forfeited restricted shares are also forfeited.

During the three months ended March 31, 2026, the Company issued the following restricted stock awards under the 2025 Plan:

Date of Grant	Number of Shares		Volume Weighted Average Price over a 30-day Period as of the Grant Date
February 10, 2026		913	$	1,122.22
March 4, 2026		255		1,180.00

The following table summarizes the change in the Company’s restricted stock award shares for the periods indicated.

	Three Months Ended March 31,
	2026				2025
	Number of Shares		Average of the Volume Weighted Average Price over a 30-day Period as of the Grant Date		Number of Shares		Average of the Volume Weighted Average Price over a 30-day Period as of the Grant Date
Restricted Stock Award
Outstanding at beginning of period		31,668	$	1,033.84		-	$	-
Granted		1,168		1,134.83		30,818		1,033.03
Vested		12,106		1,033.03		-		-
Forfeited		378		1,033.03		-		-
Outstanding at end of period		20,352	$	1,040.13		30,818	$	1,033.03

The total intrinsic value of the shares vested during the three months ended March 31, 2026 was $14.0 million.

For the three months ended March 31, 2026, the Company recognized $3.5 million in compensation cost related to shares granted under the 2025 Plan and $2.0 million for the three months ended March 31, 2025. As of March 31, 2026, there was $18.7 million of total unrecognized compensation cost related to nonvested shares granted under the 2025 Plan. The remaining cost is expected to be recognized over a weighted- average period of 1.26 years. 12,106 shares of restricted stock vested during the three months ended March 31, 2026.

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 10—Derivatives

Derivatives Not Designated as Hedging Instruments

As a customer accommodation, the Company may enter into interest rates swaps with its loan customers. The Company also enters into corresponding offsetting derivatives with third parties. While these derivatives represent economic hedges, they do not qualify as hedges for accounting purposes.

The fair value of these swaps are recorded as components of other assets and other liabilities in the Company’s consolidated balance sheets.

	March 31, 2026				December 31, 2025
(Dollars in thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans	$	8,584	$	116	$	8,715	$	172
Total included in other assets			$	116			$	172

Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans	$	8,584	$	124	$	8,715	$	178
Total included in other liabilities			$	124			$	178

		Three Months Ended March 31,
(Dollars in thousands)	Location of Gain or (Loss) Recognized in Income on Derivatives	2026			2025
Derivatives not designated as hedging instruments:
Interest rate swaps related to loan customers	Other (expense) income	$	(1	)	$	(10	)
Total		$	(1	)	$	(10	)

Note 11—Commitments and Contingencies

In the normal course of business, the Company enters into financial instruments with off balance sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These instruments include commitments to extend credit, letters of credit, and other types of financial guarantees. The Company had the following off balance sheet commitments as of the dates indicated.

(Dollars in thousands)	March 31, 2026		December 31, 2025

Commitments to extend credit, including unsecured commitments of $21,800 and $20,995 as of March 31, 2026 and December 31, 2025, respectively	$	1,134,524	$	1,049,468
Stand-by letters of credit, including unsecured commitments of $5,398 and $5,248 as of March 31, 2026 and December 31, 2025, respectively		19,805		19,250

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FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 11—Commitments and Contingencies—Continued

the same credit policies in making commitments and conditional obligations as it does for recorded balance sheet items. The Company may or may not require collateral or other security to support financial instruments with credit risk. Evaluations of each customer’s creditworthiness are performed on a case-by-case basis. The estimated exposure to loss from these commitments is included in the allowance for credit losses for unfunded loan commitments, which amounted to $3.3 million at March 31, 2026 and December 31, 2025.

Standby letters of credit are conditional commitments issued by the Company to guarantee performance of or payment for a customer to a third-party. Outstanding standby letters of credit at March 31, 2026 had maturity dates ranging from 1 to 48 months with a final expiration in some cases up to April 1, 2030. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

The Company has commitments to fund investments in low-income housing tax credit investments (“LIHTC”) partnerships and limited liability companies. The Company invests in LIHTC partnerships and solar tax funds that are designed to generate a return primarily through the realization of federal tax credits. The Company accounts for these investments by amortizing the cost of tax credit investments over the life of the investment using a proportional amortization method, and tax credit investment amortization expense is a component of the provision for income taxes. At March 31, 2026 and December 31, 2025, the balance of the investments in LIHTC was $44.0 million and $45.5 million, respectively. These balances are reflected in the other assets line on the consolidated balance sheets. Total unfunded commitments related to the investments in LIHTC totaled $14.2 million and $16.8 million at March 31, 2026 and December 31, 2025, respectively. These balances are reflected in the interest payable and other liabilities line on the consolidated balance sheets. The Company expects to fulfill these commitments through 2044. Additionally, during the three months ended March 31, 2026 and 2025, the Company recognized tax credits from its investments in LIHTC of $1.5 million and $1.3 million, respectively.

In the ordinary course of business, the Company becomes involved in litigation arising out of its normal business activities. Management, after consultation with legal counsel, believes that the ultimate liability, if any, resulting from the disposition of such claims would not be material in relation to the financial position of the Company.

The Company may be required to maintain average reserves on deposit with the FRB primarily based on deposits outstanding. Reserve requirements are offset by the Company’s vault cash and deposit balances maintained with the FRB.

Note 12—Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026 up through the date the Company issued the financial statements. During this period, there were no subsequent events that required recognition or disclosure.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to provide a comprehensive review of the Company’s operating results and financial condition. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the accompanying Notes to Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q included in “Part I. Item 1. Financial Statements.”

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10–Q may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act. These forward-looking statements reflect our current views and are not historical facts. These statements may include statements regarding projected performance for periods following the date of this report. These statements can generally be identified by use of phrases such as “believe,” “expect,” “will,” “seek,” “should,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “commit” or other words of similar import. Similarly, statements that describe our future financial condition, results of operations, objectives, strategies, plans, goals or future performance and business are also forward-looking statements. Statements that project future financial conditions, results of operations, and shareholder value are not guarantees of performance and many of the factors that will determine these results and values are beyond our ability to control or predict. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve known and unknown risks, uncertainties and other factors, including, but not limited to, those described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other parts of this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), and our actual results may differ materially from those anticipated in these forward-looking statements. The following is a non-exclusive list of factors which could cause actual results to differ materially from forward-looking statements in this Quarterly Report on Form 10-Q:

■	changes in general economic conditions, either nationally, in California, or in our local markets;

■	inflation, changes in interest rates, securities market volatility and monetary fluctuations;

■	increases in competitive pressures among financial institutions and businesses offering similar products and services;

■	impacts of tariff policies by U.S. and foreign governments;

■	risks associated with negative events in the banking industry, and any legislative and/or bank regulatory actions, that could potentially impact earnings, liquidity and/or the availability of capital or which could increase the cost of our deposit insurance by the FDIC;

■	higher defaults in our loan and lease portfolio than we expect;

■	changes in management’s estimate of the adequacy of the allowance for credit losses;

■	risks associated with our growth and expansion strategy and related costs;

■	increased lending risks associated with our high concentration of real estate loans or agricultural loans;

■	legislative or regulatory changes, changes in monetary and fiscal policies or changes in accounting principles, policies or guidelines;

■	technological changes;

■	operational risks, including processing, information systems, cybersecurity, vendor problems, business interruption, and fraud;

■	regulatory or judicial proceedings; and

■	other factors and risks including those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and the Company’s 2025 Form 10-K.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, or believed. Please take into account that forward-looking statements speak only as of the date of this Form 10-Q (or documents incorporated by reference, if applicable).

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The Company does not undertake any obligation to publicly correct or update any forward-looking statements if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statements, except as required by law.

Overview

Farmers & Merchants Bancorp (the “Company” or “FMCB”) is a Delaware registered bank holding company organized in 1999. As a registered bank holding company, FMCB is subject to regulation, supervision, and examination by the Federal Reserve and by the California Department of Financial Protection and Innovation (“DFPI”). The Company’s principal business is to serve as a holding company for Farmers & Merchants Bank of Central California (the “Bank” or “F&M Bank”) and for other banking or banking related subsidiaries, which the Company may establish or acquire. Over 109 years ago, August 1, 1916, marked the first day of business for Farmers & Merchants Bank, later renamed Farmers & Merchants Bank of Central California. The Bank was incorporated under the laws of the State of California and licensed as a state-chartered bank. The Bank’s first venture out of Lodi occurred when the Galt office opened in 1948. Since then, the Bank has opened full-service branches in Linden, Manteca, Riverbank, Modesto, Sacramento, Elk Grove, Turlock, Hilmar, Stockton, Merced, Walnut Creek, Concord, Walnut Grove, Oakland, Napa, and Danville. As a legal entity separate and distinct from its subsidiary, the Company’s principal source of funds is, and will continue to be, dividends paid by and other funds received from the Bank. Legal limitations are imposed on the amount of dividends that may be paid and loans that may be made by the Bank to the Company.

The Company’s outstanding common stock as of March 31, 2026, consisted of 693,043 shares of common stock, $0.01 par value. No shares of preferred stock were issued or outstanding as of March 31, 2026. The common stock of the Company is not widely held or listed on any exchange. However, trades are reported on the OTCQX under the symbol “FMCB.”

The primary source of funding for the Company’s growth has been the generation of deposits, which the Company raises through its existing branch locations, newly opened branch locations, or through acquisitions. Loan growth over the years is the result of organic growth generated by the Company’s seasoned relationship managers and supporting associates who provide outstanding service and responsiveness to the Company’s clients.

The Company’s results of operations are largely dependent on net interest income. Net interest income is the difference between interest income earned on interest earning assets, which are comprised of loans and leases, investment securities, short-term investments and interest-bearing deposits at other banks, and the interest the Company pays on interest bearing liabilities, which are primarily deposits, and, to a lesser extent, other borrowings. Management strives to match the re-pricing characteristics of the interest earning assets and interest-bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.

The Company measures its performance by calculating the net interest margin, return on average assets, return on average equity and the efficiency ratio. Net interest margin is calculated by dividing net interest income, which is the difference between interest income on interest earning assets and interest expense on interest bearing liabilities, by average interest earning assets. Net interest income is the Company’s largest source of revenue. Interest rate fluctuations, as well as changes in the amount and type of earning assets and liabilities, combine to affect net interest income. The return on average assets is calculated by dividing the Company’s net income by its total average assets and the return on average equity is calculated by dividing the Company’s net income by its shareholders’ equity. The efficiency ratio is calculated by dividing non-interest expense by the sum of net interest income and non-interest income.

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Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. We identify critical policies and estimates as those that require management to make particularly difficult, subjective, and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. Our critical accounting policy relates to the allowance for credit losses on loans and leases held for investment. Further details are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K.

Impact of Recently Issued Accounting Standards

See Note 1. “Basis of Presentation and Significant Accounting Policies” to the Unaudited Consolidated Financial Statements in “Item 1. Financial Information” in this Quarterly Report on Form 10-Q.

Non-GAAP Measurements

We use certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The methodology for determining these non-GAAP measures may differ among companies. We used the following non-GAAP measures in this Form 10-Q:

•

Tangible common equity ratio and tangible book value per common share: Given that the use of these measures is prevalent among banking regulators, investors, and analysts, we disclose them in addition to the related GAAP measures of return on average equity and book value per common share. The reconciliations of these non-GAAP measurements to the GAAP measurements are presented in the following tables for and as of the periods presented.

Tangible Common Equity Ratio and	March 31,			December 31,			March 31,
Tangible Book Value Per Common Share	2026			2025			2025
(Dollars in thousands, except share and per share amounts)
Shareholders’ equity	$	656,055		$	645,514		$	602,306
Less: Intangible assets		12,227			12,348			12,740
Tangible common equity	$	643,828		$	633,166		$	589,566

Total assets	$	5,836,664		$	5,690,110		$	5,680,024
Less: Intangible assets		12,227			12,348			12,740
Tangible assets	$	5,824,437		$	5,677,762		$	5,667,284

Tangible common equity ratio⁽¹⁾		11.05	%		11.15	%		10.40	%
Book value per common share⁽²⁾	$	946.63		$	924.93		$	825.18
Tangible book value per common share⁽³⁾	$	928.99		$	907.24		$	807.72
Common shares outstanding		693,043			697,904			729,913

⁽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.

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Results of Operations

The following discussion and analysis is intended to provide a better understanding of the Company’s performance during each of the three-month periods ended March 31, 2026 and 2025 and the material changes in financial condition, operating income, and expense of the Company and its subsidiaries as shown in the accompanying unaudited consolidated financial statements. Information related to the comparison of the results of operations for the years ended December 31, 2025, and 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K.

Factors that determine the level of net income include the volume of earning assets and interest-bearing liabilities, yields earned and rates paid, fee income, non-interest expense, the level of non-performing loans and other non-earning assets, and the amount of non-interest bearing liabilities supporting earning assets. Non-interest income includes card processing fees, service charges on deposit accounts, bank-owned life insurance income, gains/losses on the sale of investment securities, and gains/losses on deferred compensation plan investments. Non-interest expense consists primarily of salaries and employee benefits, cost of deferred compensation benefits, occupancy, data processing, deposit insurance, marketing, professional services, and other expenses. The efficiency ratio is calculated by dividing non-interest expense by net interest income plus non-interest income.

Earnings Performance

The following table presents performance metrics for the periods indicated:

	Three Months Ended
	March 31,			December 31,			March 31,
(Dollars in thousands, except share and per share amounts)	2026			2025			2025
Earnings Summary:
Interest income	$	71,710		$	71,701		$	67,138
Interest expense		14,807			14,967			13,997
Net interest income		56,903			56,734			53,141
Provision for credit losses		500			1,100			300
Non-interest income		5,159			6,226			5,021
Non-interest expense		29,178			29,409			25,509
Income before taxes		32,384			32,451			32,353
Income tax expense		8,313			8,628			9,344
Net Income	$	24,071		$	23,823		$	23,009

Per Common Share Data:
Basic earnings per common share	$	35.91		$	34.79		$	32.88
Diluted earnings per common share	$	35.34		$	34.29		$	32.86
Book value per common share	$	946.63		$	924.93		$	825.18
Tangible book value per common share⁽¹⁾	$	928.99		$	907.24		$	807.72

Performance Ratios:
Return on average assets		1.68	%		1.66	%		1.70	%
Return on average equity		14.69	%		14.64	%		15.65	%
Net interest margin (tax equivalent)		4.25	%		4.18	%		4.20	%
Yield on average loans and leases (tax equivalent)		6.08	%		6.06	%		6.07	%
Cost of average total deposits		1.18	%		1.18	%		1.18	%
Efficiency ratio		47.01	%		46.71	%		43.86	%
Loan-to-deposit ratio		71.04	%		73.67	%		72.23	%
Percentage of checking deposits to total deposits		46.93	%		49.11	%		45.76	%

Capital Ratios Bancorp:
Common equity tier 1 capital to risk-weighted assets		14.23	%		13.81	%		13.75	%
Tier 1 capital to risk-weighted assets		14.45	%		14.04	%		13.97	%
Risk-based capital to risk-weighted assets		15.71	%		15.29	%		15.23	%
Tier 1 leverage capital ratio		11.35	%		11.00	%		11.32	%
Tangible common equity ratio⁽¹⁾		11.05	%		11.15	%		10.40	%

⁽¹⁾ See “Non-GAAP Measurements”

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Average Balance and Yields

The following table sets forth a summary of average balances with corresponding interest income and interest expense as well as average yield, cost and net interest margin information for the periods presented. Average balances are derived from daily balances.

	Three Months Ended March 31,
	2026									2025
(Dollars in thousands)	Average Balance			Interest Income / Expense			Average Yield / Rate			Average Balance			Interest Income / Expense			Average Yield / Rate
ASSETS
Interest earnings deposits in other banks and federal funds sold	$	146,029		$	1,284			3.57	%	$	241,277		$	2,641			4.44	%
Investment securities:⁽¹⁾
Taxable securities		1,592,225			13,486			3.39	%		1,212,632			9,464			3.12	%
Non-taxable securities⁽²⁾		62,812			1,823			11.61	%		66,528			785			4.72	%
Total investment securities		1,655,037			15,309			3.70	%		1,279,160			10,249			3.20	%
Loans:⁽³⁾
Real estate:
Commercial		1,488,189			20,577			5.61	%		1,346,456			17,806			5.36	%
Agricultural		690,888			9,797			5.75	%		739,339			10,985			6.03	%
Residential and home equity		403,358			5,126			5.15	%		398,410			4,831			4.92	%
Construction		129,304			2,266			7.11	%		184,867			3,022			6.63	%
Total real estate		2,711,739			37,766			5.65	%		2,669,072			36,644			5.57	%
Commercial & industrial		501,445			8,781			7.10	%		493,797			8,870			7.28	%
Agricultural		259,334			4,931			7.71	%		268,350			5,264			7.96	%
Commercial leases		169,512			3,125			7.48	%		174,314			3,172			7.38	%
Consumer and other		4,825			79			6.64	%		5,055			85			6.82	%
Total loans and leases		3,646,855			54,682			6.08	%		3,610,588			54,035			6.07	%
Non-marketable securities		15,549			798			20.81	%		15,549			368			9.60	%
Total interest earning assets		5,463,470			72,073			5.35	%		5,146,574			67,293			5.30	%
Allowance for credit losses		(76,827	)								(75,821	)
Non-interest earning assets		344,846									346,762
Total average assets	$	5,731,489								$	5,417,515

LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Demand	$	787,524		$	567			0.29	%	$	842,785			541			0.26	%
Savings and money market accounts		1,881,322			8,310			1.79	%		1,679,076			7,333			1.77	%
Certificates of deposit greater than $250,000		417,655			3,389			3.29	%		386,650			3,518			3.69	%
Certificates of deposit equal to or less than $250,000		343,059			2,365			2.80	%		327,596			2,413			2.99	%
Total interest-bearing deposits		3,429,560			14,631			1.73	%		3,236,107			13,805			1.73	%
Short-term borrowings		3			-			0.00	%		3			-			0.00	%
Subordinated debentures		10,310			176			6.92	%		10,310			192			7.55	%
Total interest-bearing liabilities		3,439,873			14,807			1.75	%		3,246,420			13,997			1.75	%
Non-interest bearing deposits		1,578,485									1,493,663
Total funding		5,018,358			14,807			1.20	%		4,740,083			13,997			1.20	%
Other non-interest bearing liabilities		57,894									89,255
Shareholders’ equity		655,237									588,177
Total average liabilities and shareholders’ equity	$	5,731,489								$	5,417,515

Net interest income and margin⁽⁴⁾				$	57,266			4.25	%				$	53,296			4.20	%
Interest rate spread								3.60	%								3.55	%
Tax equivalent adjustment⁽²⁾					(363	)								(155	)
Net interest income				$	56,903			4.22	%				$	53,141			4.19	%

	⁽¹⁾Excludes average unrealized losses of $2.0 million and $23.6 million for the three months ended March 31, 2026, and 2025, respectively, which are included in non-interest earning assets.
	⁽²⁾Yield and interest income are calculated on a fully taxable equivalent basis using the current statutory federal tax rate of 21%.
	⁽³⁾Loan interest income includes loan fees of $2.2 million and $1.7 million for the three months ended March 31, 2026 and 2025, respectively.
	⁽⁴⁾Net interest margin is computed by dividing net interest income by average interest earning assets.

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Interest-bearing deposits with banks and FRB balances are earning assets available to the Company. Average interest-bearing deposits with banks consisted primarily of FRB deposits. Balances with the FRB earned an average interest rate of 3.57% and 4.44% for the three months ended March 31, 2026 and 2025, respectively. The decrease was primarily the result of the Federal Reserve decreasing rates by 75 basis points from September 2025 to December 2025. Average interest-bearing deposits with banks was $146.0 million and $241.3 million for the three months ended March 31, 2026 and 2025, respectively. Interest income on interest bearing deposits with banks was $1.3 million and $2.6 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was due to lower average interest-bearing deposits with banks and the decline in interest rates.

The investment portfolio is also a component of the Company’s earning assets. Historically, the Company invested primarily in: (1) mortgage-backed securities issued by government-sponsored entities; (2) debt securities issued by the U.S. Treasury, government agencies and government-sponsored entities; and (3) investment grade bank-qualified municipal bonds. However, at certain times the Company has selectively added investment grade corporate securities (floating rate and fixed rate with maturities less than 7 years) to the portfolio in order to obtain yields that exceed government agency securities of equivalent maturity. Since the risk factor for these types of investments is generally lower than that of loans and leases, the yield earned on investments is generally less than that of loans and leases.

Average total investment securities were $1.66 billion and $1.28 billion for the three months ended March 31, 2026 and 2025, respectively. The average yield on total investment securities was 3.70% and 3.20% for the three months ended March 31, 2026 and 2025, respectively. The increase in the yield reflects the higher interest rates on investment securities based on the yield curve and the higher yields on investment purchases made during 2025.

Average loans and leases held for investment were $3.65 billion and $3.61 billion for the three months ended March 31, 2026 and 2025, respectively. The average yield on the loan and lease portfolio was 6.08% and 6.07% for the three months ended March 31, 2026 and 2025, respectively.

Average interest-bearing deposits were $3.43 billion and $3.24 billion for the three months ended March 31, 2026 and 2025, respectively. The average rate paid on interest bearing deposits was 1.73% for the three months ended March 31, 2026 and 2025. Total interest expense on interest- bearing deposits was $14.6 million and $13.8 million for the three months ended March 31, 2026 and 2025, respectively, with the increase driven by an increase in average balances. The average rate paid on total funding costs was 1.20% for the three months ended March 31, 2026 and 2025.

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Rate/Volume Analysis

The following table shows the change in interest income and interest expense and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates. For purposes of this table, the change in interest due to both volume and rate has been allocated to change due to volume and rate in proportion to the relationship of absolute dollar amounts of change in each.

	Three Months Ended March 31, 2026 compared with 2025
	Increase (Decrease) Due to:
(Dollars in thousands)	Volume			Rate			Net
Interest income:
Interest earnings deposits in other banks and federal funds sold	$	(906	)	$	(451	)	$	(1,357	)
Investment securities:
Taxable securities		3,161			861			4,022
Non-taxable securities		(299	)		1,337			1,038
Total investment securities		2,862			2,198			5,060
Loans:
Real estate:
Commercial		1,934			837			2,771
Agricultural		(701	)		(487	)		(1,188	)
Residential and home equity		61			234			295
Construction		(2,034	)		1,278			(756	)
Total real estate		(740	)		1,862			1,122
Commercial & industrial		655			(744	)		(89	)
Agricultural		(174	)		(159	)		(333	)
Commercial leases		(260	)		213			(47	)
Consumer and other		(4	)		(2	)		(6	)
Total loans and leases		(523	)		1,170			647
Non-marketable securities		-			430			430
Total interest income		1,433			3,347			4,780

Interest expense:
Interest-bearing deposits:
Demand		(178	)		204			26
Savings and money market accounts		892			85			977
Certificates of deposit greater than $250,000		1,259			(1,388	)		(129	)
Certificates of deposit equal to or less than $250,000		512			(560	)		(48	)
Total interest-bearing deposits		2,485			(1,659	)		826

Subordinated debentures		-			(16	)		(16	)
Total interest expense		2,485			(1,675	)		810
Net interest income	$	(1,052	)	$	5,022		$	3,970

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Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025

	Three Months Ended
	March 31,				$ Better /			% Better /
(Dollars in thousands)	2026		2025		(Worse)			(Worse)
Selected Income Statement Information:
Interest income	$	71,710	$	67,138	$	4,572			6.81	%
Interest expense		14,807		13,997		(810	)		(5.79	%)
Net interest income		56,903		53,141		3,762			7.08	%
Provision for credit losses		500		300		(200	)		(66.67	%)
Net interest income after provision for credit losses		56,403		52,841		3,562			6.74	%
Non-interest income		5,159		5,021		138			2.75	%
Non-interest expense		29,178		25,509		(3,669	)		(14.38	%)
Income before income tax expense		32,384		32,353		31			0.10	%
Income tax expense		8,313		9,344		1,031			11.03	%
Net income	$	24,071	$	23,009	$	1,062			4.62	%

For the three months ended March 31, 2026 and 2025, net income was $24.1 million compared with $23.0 million, respectively. The increase in net income was primarily the result of higher net interest income of $3.8 million. This increase was offset by an increase in non-interest expense of $3.7 million during the three months ended March 31, 2026, compared to the same period in the prior year, and a $0.5 million provision for credit losses during the first quarter of 2026 compared to a $0.3 million provision in 2025.

Net Interest Income and Net Interest Margin

For the three months ended March 31, 2026 and 2025, net interest income was $56.9 million compared with $53.1 million, respectively. The increase in net interest income is primarily the result of the net interest margin (tax equivalent basis) increasing 5 basis points to 4.25% compared with 4.20% for the same period a year earlier. The increase in the net interest margin was primarily the result of the increase in investment securities income of $5.1 million as the average balance increased $375.9 million compared to the first quarter of 2025. The investment securities yield during the first quarter of 2026 increased 50 basis points from 3.20% to 3.70% compared to the first quarter of 2025. The loan yield increased 1 basis point from 6.07% to 6.08% compared to the first quarter of 2025. The yield on interest-bearing deposits remained flat at 1.73% for the first quarter of 2026 and 2025. The cost of average total deposits was also flat at 1.18% for the first quarter of 2026 and 2025.

Provision for Credit Losses

The provision for credit losses in each period is a charge against earnings in that period. The provision is the amount required to maintain the allowance for credit losses at a level that, in management’s judgment, is adequate to absorb expected credit losses over the life of the loans and leases, unfunded loan commitments and HTM securities portfolios.

Based on the Company’s evaluation of the credit quality of the loan and lease portfolio and the calculations of the allowance for credit losses under the current expected credit losses (“CECL”) methodology, the Company recorded a $0.5 million provision for credit losses during the first three months of 2026 compared to a $0.3 million provision for credit losses during the first three months of 2025. Net recoveries for the three months ended March 31, 2026 were $43,000 compared to net charge-offs of $161,000 for the same period a year earlier.

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Non-interest Income

	Three Months Ended
	March 31,				$ Better /			% Better /
(Dollars in thousands)	2026		2025		(Worse)			(Worse)
Non-interest Income:
Card processing	$	1,734	$	1,667	$	67			4.02	%
Net gain on deferred compensation benefits		-		833		(833	)		N/A
Service charges on deposit accounts		819		772		47			6.09	%
Increase in cash surrender value of BOLI		638		603		35			5.80	%
Other		1,968		1,146		822			71.73	%
Total non-interest income	$	5,159	$	5,021	$	138			2.75	%

Non-interest income increased $138,000, or 2.8%, to $5.2 million for the three months ended March 31, 2026, compared with $5.0 million for the same period a year earlier. The year-over-year increase in non-interest income was primarily due to a $0.8 million increase in other income due to a gain on the sale of other real estate owned of $340,000 and a net gain on equity investments of $283,000.

The Company’s deferred compensation plans were terminated and frozen effective November 29, 2024, and all of the components of the plans were liquidated and paid out to eligible participants on December 10, 2025. The Company recorded net gains on deferred compensation plan investments of $0.8 million for the three months ended March 31, 2025, due to market value changes in underlying assets and increases in interest and dividends. See Note 10, “Employee Benefit Plans,” located in Item 8. “Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K for a description of these plans. Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although GAAP requires these investment gains/losses to be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no net-effect on the Company’s net income.

Non-interest Expense

	Three Months Ended
	March 31,				$ Better /			% Better /
(Dollars in thousands)	2026		2025		(Worse)			(Worse)
Non-interest Expense:
Salaries and employee benefits	$	20,433	$	17,144	$	(3,289	)		(19.18	%)
Data processing		1,864		1,638		(226	)		(13.80	%)
Occupancy		1,243		1,302		59			4.53	%
Net gain on deferred compensation benefits		-		833		833			N/A
Deposit insurance		840		748		(92	)		(12.30	%)
Professional services		1,139		922		(217	)		(23.54	%)
Marketing		578		467		(111	)		(23.77	%)
Other		3,081		2,455		(626	)		(25.50	%)
Total non-interest expense	$	29,178	$	25,509	$	(3,669	)		(14.38	%)

Non-interest expense increased $3.7 million, or 14.38%, to $29.2 million for the three months ended March 31, 2026, compared with $25.5 million for the same period a year ago. This year-over-year increase was primarily due to an increase in salaries and employee benefits which included an increase in compensation expense of $2.8 million due to an increase in employee headcount of eleven, annual increases in salaries, an increase in payroll taxes and three months of stock compensation expense in 2026 versus two months in 2025 since the first ever restricted stock awards were issued in February 2025. Professional services increased $0.2 million due to higher legal and consulting services while most expenses continued to rise due in part to ongoing inflation.

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The Company’s deferred compensation plans were terminated and frozen effective November 29, 2024, and all of the components of the plans were liquidated and paid out to eligible participants on December 10, 2025. Net gains on deferred compensation plan obligations were $0.8 million for the three months ended March 31, 2025, due to market value changes in underlying assets and increases in interest and dividends. See Note 10 “Employee Benefit Plans,” located in “Item 8. Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K for a description of these plans. Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although GAAP requires these gains on obligations to be recorded in non-interest expense, an offsetting entry is also required to be made to non-interest income resulting in no net-effect on the Company’s net income.

Income Tax Expense

For the three months ended March 31, 2026, income tax expense was $8.3 million compared to $9.3 million for the same period a year earlier. For the three months ended March 31, 2026, the Company’s effective tax rate was 25.67% compared to 28.88% for the same period a year earlier. The Company’s effective tax rate can fluctuate from quarter to quarter due primarily to changes in the mix of taxable and tax-exempt earning assets. The effective rates were lower than the combined Federal and State statutory rate of 30% primarily due to credits associated with low-income housing tax credit investments (“LIHTC”); and tax-exempt interest income on municipal securities and loans.

The Company files U.S. and state income tax returns in jurisdictions with various statutes of limitations. The 2022 through 2025 federal tax years and the 2021 through 2025 state tax years remain subject to selection for examination as of March 31, 2026. The IRS is in the process of reviewing the Company’s 2023 tax return including inquiries related to certain leasing investment tax credits. The timing related to when the IRS review will be complete remains uncertain.

Balance Sheet Analysis

Total assets were $5.8 billion at March 31, 2026, compared with $5.7 billion at December 31, 2025, an increase of $146.6 million, or 2.58%. Total cash and cash equivalents increased $239.4 million from $144.9 million as of December 31, 2025 to $384.2 million as of March 31, 2026.The net investment portfolio decreased by $59.6 million, or 3.57%, to $1.6 billion at March 31, 2026, compared to $1.7 billion at December 31, 2025. Total loans and leases held for investment were $3.62 billion at March 31, 2026, compared with $3.65 billion at December 31, 2025, a decrease of $32.1 million, or 0.88%. Total deposits were $5.1 billion at March 31, 2026, compared with $5.0 billion at December 31, 2025, an increase of $138.4 million, or 2.78%. Our loan to deposit ratio was 71.04% and 73.67% as of March 31, 2026 and December 31, 2025, respectively.

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist of interest-bearing deposits with banks and overnight investments in Federal Reserve balances. Interest-bearing deposits with banks consisted primarily of FRB deposits. Since balances at the FRB are effectively risk free, the Company elected to maintain its excess cash at the FRB. Interest-bearing deposits with banks totaled $318.1 million at March 31, 2026 and $84.2 million at December 31, 2025. The increase in cash was primarily due to the increase in deposits of $138.4 million. The Company’s total cash and cash equivalents as of March 31, 2026 represented 6.6% of the Company’s total assets as compared to 2.6% of total assets as of December 31, 2025.

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Investment Securities

The Company’s net investment portfolio decreased by $59.6 million, or 3.57%, to $1.61 billion at March 31, 2026, compared to $1.67 billion at December 31, 2025. The Company uses its investment portfolio to manage interest rate and liquidity risks. The Company’s total investment portfolio as of March 31, 2026 represents 27.59% of the Company’s total assets as compared to 29.35% of total assets at December 31, 2025.

Available-for-sale securities are carried at fair value and held-to-maturity securities are carried at amortized cost under GAAP. The carrying value of our portfolio of investment securities for the dates indicated are as follows:

(Dollars in thousands)	March 31, 2026		December 31, 2025
Available-for-sale securities
U.S. Government-sponsored securities	$	1,940	$	2,038
Mortgage-backed securities⁽¹⁾		779,628		826,240
Commercial mortgage-backed securities⁽¹⁾		1,251		1,253
Collateralized mortgage obligations⁽¹⁾		20,319		20,730
Municipal securities		68,791		70,845
Corporate securities		29,676		29,738
Other		310		310
Total available-for-sale securities	$	901,915	$	951,154

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

(Dollars in thousands)	March 31, 2026			December 31, 2025
Held-to-maturity securities
Mortgage-backed securities⁽¹⁾	$	577,812		$	586,001
Collateralized mortgage obligations⁽¹⁾		60,972			62,476
Municipal securities		69,489			70,164
Total held-to-maturity securities	$	708,273		$	718,641
Allowance for credit losses		(450	)		(450	)
Total held-to-maturity securities	$	707,823		$	718,191

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

The following tables show the carrying value for final contractual maturities of investment securities and the weighted average yields of such securities, including the benefit of tax-exempt securities:

	As of March 31, 2026
	Within One Year					After One but Within Five Years					After Five but Within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available-for-sale
U.S. Government-sponsored securities	$	-		0.00	%	$	18		5.20	%	$	278		5.60	%	$	1,644		4.51	%	$	1,940		4.67	%
Mortgage-backed securities⁽¹⁾		346		2.27	%		740		2.61	%		2,552		4.08	%		775,990		4.75	%		779,628		4.74	%
Commercial mortgage-backed securities ⁽¹⁾		-		0.00	%		-		0.00	%		-		0.00	%		1,251		5.81	%		1,251		5.81	%
Collateralized mortgage obligations⁽¹⁾		-		0.00	%		-		0.00	%		12,968		4.41	%		7,351		5.21	%		20,319		4.70	%
Municipal securities		-		0.00	%		-		0.00	%		28,900		4.71	%		39,891		4.73	%		68,791		4.72	%
Corporate securities		10,017		4.44	%		19,659		4.56	%		-		0.00	%		-		0.00	%		29,676		4.52	%
Other		310		6.81	%		-		0.00	%		-		0.00	%		-		0.00	%		310		6.81	%
Total securities available-for-sale	$	10,673		4.44	%	$	20,417		4.49	%	$	44,698		4.59	%	$	826,127		4.75	%	$	901,915		4.74	%

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

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	As of March 31, 2026
	Within One Year					After One but Within Five Years					After Five but Within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities held-to-maturity
Mortgage-backed securities⁽¹⁾	$	-		0.00	%	$	44		2.66	%	$	5,313		1.67	%	$	572,455		1.90	%	$	577,812		1.89	%
Collateralized mortgage obligations⁽¹⁾		-		0.00	%		-		0.00	%		-		0.00	%		60,972		1.76	%		60,972		1.76	%
Municipal securities		2,108		3.45	%		18,000		3.77	%		12,670		2.35	%		36,711		2.78	%		69,489		2.98	%
Total securities held-to-maturity	$	2,108		3.45	%	$	18,044		3.77	%	$	17,983		2.15	%	$	670,138		1.93	%	$	708,273		1.99	%

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

	As of December 31, 2025
	Within One Year					After One but Within Five Years					After Five but Within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available-for-sale
U.S. Government-sponsored securities	$	-		0.00	%	$	14		5.36	%	$	290		6.03	%	$	1,734		5.03	%	$	2,038		5.17	%
Mortgage-backed securities⁽¹⁾		362		2.40	%		981		2.53	%		2,816		4.09	%		822,081		4.76	%		826,240		4.75	%
Commercial mortgage-backed securities ⁽¹⁾		-		0.00	%		-		0.00	%		-		0.00	%		1,253		5.82	%		1,253		5.82	%
Collateralized mortgage obligations⁽¹⁾		-		0.00	%		-		0.00	%		-		0.00	%		20,730		4.74	%		20,730		4.74	%
Municipal securities		-		0.00	%		-		0.00	%		22,672		4.70	%		48,173		4.76	%		70,845		4.74	%
Corporate securities		5,000		4.34	%		24,738		4.72	%		-		0.00	%		-		0.00	%		29,738		4.66	%
Other		310		7.45	%		-		0.00	%		-		0.00	%		-		0.00	%		310		7.45	%
Total securities available-for-sale	$	5,672		4.39	%	$	25,733		4.64	%	$	25,778		4.65	%	$	893,971		4.76	%	$	951,154		4.75	%

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

	As of December 31, 2025
	Within One Year					After One but Within Five Years					After Five but Within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities held-to-maturity
Mortgage-backed securities⁽¹⁾	$	-		0.00	%	$	48		2.64	%	$	5,649		1.68	%	$	580,304		1.90	%	$	586,001		1.90	%
Collateralized mortgage obligations⁽¹⁾		-		0.00	%		-		0.00	%		-		0.00	%		62,476		1.74	%		62,476		1.74	%
Municipal securities		1,918		3.57	%		18,363		4.56	%		13,004		4.09	%		36,879		5.10	%		70,164		4.73	%
Total securities held-to-maturity	$	1,918		3.57	%	$	18,411		4.55	%	$	18,653		3.36	%	$	679,659		2.06	%	$	718,641		2.16	%

⁽¹⁾ All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.

Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Expected maturities of mortgage-backed and CMO securities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without penalties. The Company evaluates securities for expected credit losses at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

Loans and Leases

Loans and leases can be categorized by borrowing purpose and use of funds. For detailed descriptions of the various loan types offered by the Company see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K.

The Company’s loan and lease portfolio at March 31, 2026 totaled $3.6 billion, a decrease of $32.1 million, or 0.88%, from December 31, 2025, due partially to seasonality in the agricultural portfolio and due to lower loan production as the Company continued to prioritize appropriate loan pricing and loan structure over loan growth.

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The following table sets forth the distribution of the loan and lease portfolio by type and percent at the dates indicated:

	March 31, 2026					December 31, 2025
(Dollars in thousands)	Dollars		Percent of Total			Dollars		Percent of Total
Gross loans and leases
Real estate:
Commercial	$	1,504,452		41.38	%	$	1,480,906		40.37	%
Agricultural		689,981		18.98	%		705,668		19.24	%
Residential and home equity		403,777		11.11	%		405,080		11.05	%
Construction		132,487		3.65	%		128,179		3.50	%
Total real estate		2,730,697		75.12	%		2,719,833		74.16	%
Commercial & industrial		462,196		12.72	%		497,700		13.57	%
Agricultural		261,279		7.19	%		264,117		7.20	%
Commercial leases		175,744		4.84	%		181,004		4.94	%
Consumer and other		4,640		0.13	%		4,671		0.13	%
Total gross loans and leases	$	3,634,556		100.00	%	$	3,667,325		100.00	%

The following table shows the maturity distribution and interest rate sensitivity of the loan and lease portfolio of the Company at March 31, 2026.

	Loan Contractual Maturity
(Dollars in thousands)	One Year or Less		After One But Within Five Years		After Five But Within Fifteen Years		After Fifteen Years		Total
Gross loan and leases:
Real estate:
Commercial	$	90,630	$	691,948	$	692,936	$	28,938	$	1,504,452
Agricultural		44,844		188,434		425,550		31,153		689,981
Residential and home equity		135		6,008		121,853		275,781		403,777
Construction		101,967		30,520		-		-		132,487
Total real estate		237,576		916,910		1,240,339		335,872		2,730,697
Commercial & industrial		145,152		232,318		82,485		2,241		462,196
Agricultural		175,654		75,832		9,793		-		261,279
Commercial leases		2,674		95,395		77,675		-		175,744
Consumer and other		1,229		2,824		141		446		4,640
Total gross loans and leases	$	562,285	$	1,323,279	$	1,410,433	$	338,559	$	3,634,556
Rate structure for loans and leases
Fixed rate	$	174,763	$	962,950	$	780,937	$	183,618	$	2,102,268
Adjustable rate		387,522		360,329		629,496		154,941		1,532,288
Total gross loans and leases	$	562,285	$	1,323,279	$	1,410,433	$	338,559	$	3,634,556

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The following table summarizes the loans for which the accrual of interest has been discontinued and OREO (as hereinafter defined) at the dates indicated:

(Dollars in thousands)	March 31, 2026			December 31, 2025
Non-performing assets:
Non-accrual loans and leases
Real estate:
Commercial	$	730		$	750
Agricultural		-			-
Residential and home equity		-			-
Construction		-			-
Total real estate		730			750
Commercial & industrial		-			-
Agricultural		-			-
Commercial leases		-			-
Consumer and other		-			-
Total non-performing loans and leases		730			750
Other real estate owned (“OREO”)		-			-
Total non-performing assets	$	730		$	750

Selected ratios:
Non-performing loans to total loans and leases		0.02	%		0.02	%
Non-performing assets to total assets		0.01	%		0.01	%

Non-Accrual Loans and Leases – Accrual of interest on loans and leases is generally discontinued when a loan or lease becomes contractually past due by 90 days or more with respect to interest or principal. When loans and leases are 90 days past due, but in management’s judgment are well secured and in the process of collection, they may not be classified as non-accrual. When a loan or lease is placed on non-accrual status, all interest previously accrued but not collected is reversed. Income on such loans and leases is then recognized only to the extent that cash is received and where the future collection of principal is probable. The Company had $730,000 in non-accrual loans at March 31, 2026, compared to $750,000 in non-accrual loans at December 31, 2025.

Although management believes that non-performing loans and leases are generally well-secured and that potential losses are provided for in the Company’s allowance for credit losses, there can be no assurance that future deterioration in economic conditions and/or collateral values will not result in future credit losses. See Note 3. “Loans and Leases”, located in “Item 1. Financial Statements” in this Quarterly Report on Form 10-Q for an allocation of the allowance classified to collateral dependent loans and leases.

Other Real Estate Owned – OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. The Company records all OREO properties at amounts equal to or less than the fair market value of the properties based on current independent appraisals reduced by estimated selling costs. The Company reported no OREO at March 31, 2026 and December 31, 2025.

Loan Modifications to Borrowers Experiencing Financial Difficulties – In the normal course of business, the Company may execute loan modifications to borrowers experiencing financial difficulties. Some of these modifications include: term extension, principal forgiveness, rate reduction, other-than-insignificant payment delay, or any combination of those. ASU 2022-02 requires certain disclosure of loans and leases that have been modified within the past 12 months and the effects that those modifications had on the modified loans and leases. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses and because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectable; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

The Company modified four loans in the aggregate amount of $5.0 million, during the first three months of March 31, 2026. There was one loan modified within the last twelve months that had a payment default and was past due at of March 31, 2026.

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The Company modified nine loans, with five borrowers, in the aggregate amount of $7.0 million, during the year ended December 31, 2025. These loans were current at December 31, 2025.

Allowance for Credit Losses—Loans and Leases

The Company maintains an allowance for credit losses (“ACL”) under ASC Topic 326, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“CECL”). The allowance is established through a provision for credit losses, which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan and lease growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is recorded as a recovery to the allowance. The overall allowance consists of two primary components: specific reserves related to individually evaluated loans and leases and general reserves comprised of both quantitative and qualitative factors for current expected credit losses related to loans and leases that are not individually evaluated. The Company uses the Weighted Average Remaining Maturity (“WARM”) methodology to calculate the ACL, as this method is deemed the most appropriate given the Company’s size and complexity. See Note 1 “Summary of Significant Accounting Policies - Allowance for Credit Losses – Loans and Leases” in our 2025 Form 10-K.

The allowance for credit losses is the combination of the allowance for credit losses on loan and lease losses and the allowance for credit losses on unfunded loan commitments. The ACL for unfunded loan commitments is included within “Interest payable and other liabilities” on the consolidated balance sheets.

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The following table sets forth the activity in our ACL on loans and leases held for investment and unfunded loan commitments for the periods indicated:

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Allowance for credit losses:
Balance at beginning of year	$	79,675		$	77,973
Provision for credit losses:
Allowance for credit losses - loans and leases		500			300
Allowance for credit losses - unfunded loan commitments		-			-
Total provision for credit losses		500			300
Charge-offs:
Real estate:
Commercial		-			-
Agricultural		-			-
Residential and home equity		-			-
Construction		-			-
Total real estate		-			-
Commercial & industrial		-			(232	)
Agricultural		-			(34	)
Commercial leases		-			-
Consumer and other		(8	)		(7	)
Total charge-offs		(8	)		(273	)
Recoveries:
Real estate:
Commercial		-			-
Agricultural		-			-
Residential and home equity		24			3
Construction		-			-
Total real estate		24			3
Commercial & industrial		12			106
Agricultural		1			-
Commercial leases		-			-
Consumer and other		14			4
Total recoveries		51			113
Net recoveries/(charge-offs)		43			(160	)
Balance at end of period	$	80,218		$	78,113

Allowance for credit losses - loans and leases		76,918			75,423
Allowance for credit losses - unfunded loan commitments		3,300			2,690
Total allowance for credit losses	$	80,218		$	78,113

Selected financial information:
Net loans and leases held for investment	$	3,616,871		$	3,584,174
Average loans and leases		3,646,855			3,610,588
Non-performing loans and leases		730			193
Allowance for credit losses to non-performing loans and leases		N/M	⁽¹⁾		N/M	⁽¹⁾
Net recoveries/(charge-offs) to average loans and leases		0.001	%		(0.004	%)
Provision for credit losses to average loans and leases		0.01	%		0.01	%
Allowance for loan and lease losses to loans and leases held for investment		2.12	%		2.10	%
⁽¹⁾ Not meaningful (N/M)

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The following table indicates management’s allocation of the ACL for loans and leases by loan type as of each of the following dates:

	March 31, 2026								December 31, 2025
(Dollars in thousands)	Dollars		Percent of Each Loan Type to Total Loans			Percent of ACL to Each Loan Type			Dollars		Percent of Each Loan Type to Total Loans			Percent of ACL to Each Loan Type
Allowance for credit losses:
Real estate:
Commercial	$	21,935		41.38	%		1.46	%	$	22,574		40.37	%		1.52	%
Agricultural		22,481		18.98	%		3.26	%		23,647		19.24	%		3.35	%
Residential and home equity		7,480		11.11	%		1.85	%		7,620		11.05	%		1.88	%
Construction		2,846		3.65	%		2.15	%		2,311		3.50	%		1.80	%
Total real estate		54,742		75.12	%		2.00	%		56,152		74.16	%		2.06	%
Commercial & industrial		9,100		12.72	%		1.97	%		7,355		13.57	%		1.48	%
Agricultural		7,173		7.19	%		2.75	%		6,760		7.20	%		2.56	%
Commercial leases		5,682		4.84	%		3.23	%		5,861		4.94	%		3.24	%
Consumer and other		221		0.13	%		4.76	%		247		0.13	%		5.29	%
Total allowance for credit losses	$	76,918		100.00	%		2.12	%	$	76,375		100.00	%		2.08	%

Deposits

The following table shows the deposit balances as of the dates indicated:

	March 31,		December 31,
(Dollars in thousands)	2026		2025
Deposits:
Non-interest bearing	$	1,615,425	$	1,642,119
Interest-bearing:
Demand		785,612		802,352
Savings and money market		1,916,012		1,790,274
Certificates of deposit		799,224		743,081
Total interest-bearing		3,500,848		3,335,707
Total deposits	$	5,116,273	$	4,977,826

Total deposits were $5.1 billion and $5.0 billion as of March 31, 2026 and December 31, 2025, respectively, an increase of $138.4 million or 2.78%. The increase was primarily due to an increase in savings and money market accounts of $125.7 million or 7.02%, and an increase in certificates of deposit of $56.1 million or 7.56% from December 31, 2025 to March 31, 2026, respectively. The increase in certificates of deposit reflects a $50.0 million increase in public time deposits related to the State of California which matures in June 2026. These increases were partially offset by a decrease of $26.7 million or 1.63% in non-interest bearing demand deposits and a decrease of $16.7 million or 2.1% in interest-bearing demand deposits from December 31, 2025 to March 31, 2026. The increases were primarily from an increase in the number of client accounts and fluctuations in client balances along with shifts from lower yielding demand deposits into higher yielding savings and money market accounts and certificates of deposit. Conversely, this shift contributed to the decrease in interest-bearing demand deposits. Non-interest bearing deposits were 31.57% and 32.99% of total deposits, at March 31, 2026 and December 31, 2025, respectively.

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The following table shows the average amount and average rate paid on the categories of deposits for each of the periods presented:

	Three Months Ended March 31,
	2026							2025
(Dollars in thousands)	Average Balance		Interest Expense		Average Rate			Average Balance		Interest Expense		Average Rate
Total deposits:
Interest-bearing deposits:
Demand	$	787,524	$	567		0.29	%	$	842,785	$	541		0.26	%
Savings and money market		1,881,322		8,310		1.79	%		1,679,076		7,333		1.77	%
Certificates of deposit greater than $250,000		417,655		3,389		3.29	%		386,650		3,518		3.69	%
Certificates of deposit equal to or less than $250,000		343,059		2,365		2.80	%		327,596		2,413		2.99	%
Total interest-bearing deposits		3,429,560		14,631		1.73	%		3,236,107		13,805		1.73	%
Non-interest bearing deposits		1,578,485							1,493,663
Total deposits	$	5,008,045	$	14,631		1.18	%	$	4,729,770	$	13,805		1.18	%

Deposits are gathered from individuals and businesses in our market areas. The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. The Company reduced interest rates during the last four months of 2025 after the Federal Reserve cut interest rates by 75 basis points between September and December. The average cost of total deposits, including non-interest bearing deposits, remained flat at 1.18% for the three months ended March 31, 2026, compared to the same period a year ago.

The following table shows deposits with a balance greater than $250,000 at March 31, 2026 and December 31, 2025:

	March 31,		December 31,
(Dollars in thousands)	2026		2025
Non-Maturity Deposits greater than $250,000	$	2,781,415	$	2,729,456
Certificates of deposit greater than $250,000, by maturity:
Less than 3 months		265,928		137,517
3 months to 6 months		111,796		192,804
6 months to 12 months		74,757		67,313
More than 12 months		1,412		629
Total certificates of deposit greater than $250,000	$	453,893	$	398,263
Total deposits greater than $250,000	$	3,235,308	$	3,127,719

Refer to the Year-To-Date Average Balance and Yield Schedule located in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information on separate deposit categories.

The Bank participates in a program wherein the State of California places time deposits with the Bank at the Bank’s option. As of March 31, 2026 the Bank had $53.0 million of such deposits compared to $3.0 million at December 31, 2025.

Total estimated uninsured deposits based on our regulatory reporting amounted to $2.7 billion and $2.6 billion at March 31, 2026 and December 31, 2025, respectively.

Federal Home Loan Bank Advances and Federal Reserve Bank Borrowings

Lines of Credit with the Federal Home Loan Bank and FRB are other key sources of funds to support earning assets and liquidity. These sources of funds are also used to manage the Company’s interest rate risk exposure and, as opportunities arise, to borrow and invest the proceeds at a positive spread through the investment portfolio. There were no FHLB advances at March 31, 2026 or December 31, 2025. There were no Federal Funds purchased or advances from the FRB at March 31, 2026 or December 31, 2025.

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Long-Term Subordinated Debentures

On December 17, 2003, the Company raised $10.0 million through the sale of subordinated debentures to an off-balance-sheet trust and its sale of trust-preferred securities. See Note 9. “Long-Term Subordinated Debentures” located in “Item 8. Financial Statements and Supplementary Data” in our 2025 Form 10-K. Although this amount is reflected as subordinated debt on the Company’s balance sheet, under current regulatory guidelines, our Trust Preferred Securities continue to qualify as regulatory capital.

These securities accrue interest at a variable rate based upon 3-month SOFR plus 2.85%. Interest rates reset quarterly and the rate was 6.79% at March 31, 2026 (the next reset is June 17, 2026). The average rate paid for these securities was 6.92% for the first three months of 2026 and 7.55% for the first three months of 2025. Additionally, if the Company decided to defer interest on the subordinated debentures, the Company would be prohibited by the terms of the debentures from paying cash dividends on the Company’s common stock.

Capital Resources

The Company relies primarily on capital generated through the retention of earnings to satisfy its capital requirements. The Company engages in an ongoing assessment of its capital needs in order to support business growth and to insure depositor protection. Shareholders’ equity totaled $656.1 million at March 31, 2026, an increase of $10.5 million, or 1.63%, from $645.5 million at December 31, 2025 due primarily to net income of $24.1 million during the first quarter of 2026 offset by dividends of $3.7 million and a decrease in other comprehensive income of $6.8 million.

The Company and the Bank are subject to various regulatory capital adequacy guidelines as outlined under Part 324 of the FDIC Rules and Regulations. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

As of March 31, 2026, the Company was in compliance with all of these capital requirements and there were no restrictions on the Company’s business activity. As of March 31, 2026 the Bank met the requirements to be categorized as “well-capitalized” under the FDIC regulatory framework for prompt corrective action. To be categorized as “well-capitalized,” the Bank must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables as of March 31, 2026 and December 31, 2025.

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The Company’s and Bank’s actual and required capital amounts and ratios are as follows:

	March 31, 2026
	Actual					Required for Capital Adequacy Purposes					Minimum to be Categorized as “Well Capitalized” Under Prompt Corrective Action Regulation
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Farmers & Merchants Bancorp
CET1 capital to risk-weighted assets	$	637,845		14.23	%	$	201,755		4.50	%		N/A		N/A
Tier 1 capital to risk-weighted assets		647,845		14.45	%		269,007		6.00	%		N/A		N/A
Risk-based capital to risk-weighted assets		704,192		15.71	%		358,676		8.00	%		N/A		N/A
Tier 1 leverage capital ratio		647,845		11.35	%		228,394		4.00	%		N/A		N/A

F & M Bank
CET1 capital to risk-weighted assets	$	645,364		14.40	%	$	201,708		4.50	%	$	291,356		6.50	%
Tier 1 capital to risk-weighted assets		645,364		14.40	%		268,944		6.00	%		358,592		8.00	%
Risk-based capital to risk-weighted assets		701,698		15.65	%		358,592		8.00	%		448,240		10.00	%
Tier 1 leverage capital ratio		645,364		11.31	%		228,157		4.00	%		285,196		5.00	%

	December 31, 2025
	Actual					Required for Capital Adequacy Purposes					Minimum to be Categorized as “Well Capitalized” Under Prompt Corrective Action Regulation
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Farmers & Merchants Bancorp
CET1 capital to risk-weighted assets	$	620,134		13.81	%	$	202,001		4.50	%		N/A		N/A
Tier 1 capital to risk-weighted assets		630,134		14.04	%		269,334		6.00	%		N/A		N/A
Risk-based capital to risk-weighted assets		686,542		15.29	%		359,112		8.00	%		N/A		N/A
Tier 1 leverage capital ratio		630,134		11.00	%		229,189		4.00	%		N/A		N/A

F & M Bank
CET1 capital to risk-weighted assets	$	627,683		13.99	%	$	201,969		4.50	%	$	291,733		6.50	%
Tier 1 capital to risk-weighted assets		627,683		13.99	%		269,292		6.00	%		359,056		8.00	%
Risk-based capital to risk-weighted assets		684,082		15.24	%		359,056		8.00	%		448,820		10.00	%
Tier 1 leverage capital ratio		627,683		10.98	%		228,755		4.00	%		285,944		5.00	%

On September 10, 2024 the Board of Directors authorized a new share repurchase program (the “Repurchase Plan”) in which the Company may repurchase up to $55.0 million of the Company’s common stock, which represented approximately 9% of outstanding shareholders’ equity at the time of approval. On August 14, 2025, the Board of Directors authorized an increase of $45.0 million to the existing share repurchase program along with an extension of the program through December 31, 2027.

Repurchases by the Company under the Repurchase Plan may be made from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means. In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted. Among other things, the IRA imposes an excise tax equal to 1% of the fair market value of any stock repurchased by covered corporations during a taxable year, subject to certain limits and provisions.

During the first three months of 2026, the Company repurchased 181 shares under the Repurchase Plan, for a total of $202,000, inclusive of the excise tax. As of March 31, 2026, there remains $30.1 million authorized for repurchases under the Repurchase Plan.

On August 13, 2025, the Company announced that it changed its dividend policy related to the frequency of cash dividend payments from semi-annually to quarterly. On February 12, 2026, the Company declared a quarterly cash dividend of $5.10 per share which was paid on April 1, 2026, to shareholders of record on March 11, 2026.

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Off-Balance-Sheet Arrangements

Off-balance-sheet arrangements are any contractual arrangement to which an unconsolidated entity is a party, under which the Company has: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity, or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to the Company, or engages in leasing, hedging, or research and development services with the Company.

The following table sets forth our off-balance-sheet lending commitments as of March 31, 2026:

			Amount of Commitment Expiration per Period
(Dollars in thousands)	Total Committed Amount		Less than One Year		One to Three Years		Three to Five Years		After Five Years
Off-balance sheet commitments
Commitments to extend credit	$	1,134,524	$	490,422	$	439,361	$	60,780	$	143,961
Standby letters of credit		19,805		13,796		5,009		1,000		-
Total off-balance sheet commitments	$	1,154,329	$	504,218	$	444,370	$	61,780	$	143,961

The Company’s exposure to credit loss in the event of nonperformance by the other party with regard to standby letters of credit, undisbursed loan commitments, and financial guarantees is represented by the contractual notional amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. The Company uses the same credit policies in making commitments and conditional obligations as it does for recorded balance sheet items. The Company may or may not require collateral or other security to support financial instruments with credit risk. Evaluations of each customer’s creditworthiness are performed on a case-by-case basis. Additionally, the Company maintains an allowance for credit losses for unfunded loan commitments, which totaled $3.3 million at March 31, 2026 and December 31, 2025.

Standby letters of credit are conditional commitments issued by the Company to guarantee performance of or payment for a customer to a third-party. Outstanding standby letters of credit at March 31, 2026 had maturity dates ranging from 1 to 48 months with final expiration in some cases up to April 1, 2030. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Liquidity

The ability to have readily available funds sufficient to repay maturing and non-maturing liabilities is of primary importance to depositors, creditors and regulators. In an effort to satisfy our liquidity needs, we actively manage our assets and liabilities. We have access to immediate liquid resources in the form of cash, which totaled $384.2 million, or 6.6% of total assets, as of March 31, 2026. The majority of cash is on deposit with the FRB and amounted to $318.1 million. Potential sources of liquidity also include our ability to sell or pledge our available-for-sale securities portfolio, our ability to pledge for borrowing purposes our held-to-maturity portfolio, our ability to sell loans in the secondary market, and our ability to borrow from the FRB and FHLB. Our diversified deposit portfolio has historically provided us with a long-term source of stable low-cost funding. Maturities and payments on outstanding loans and investment securities also provide a steady flow of funds. Our liquidity, represented by cash borrowing lines, federal funds and available-for-sale securities, is a result of our operating, investing and financing activities and related cash flows. In order to ensure funds are available at all times, we devote resources to projecting the amount of funds that will be required and we maintain relationships with a diversified client base. Liquidity requirements can also be met through short-term borrowings or the disposition of short-term assets. We actively monitor our liquidity on a daily basis and manage our liquidity and overall balance sheet positions through both our management and Board-level Asset and Liability Management committees (“ALCO”), which meet regularly during the year.

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We had the following borrowing lines available at March 31, 2026:

	March 31, 2026
(Dollars in thousands)	Total Credit Line Limit		Outstanding Amount		Remaining Credit Line Available		Value of Collateral Pledged
Additional liquidity sources:
Federal Reserve BIC	$	1,149,879	$	-	$	1,149,879	$	1,426,681
Federal Home Loan Bank		933,637		-		933,637		1,206,242
US Bank Fed Funds		65,000		-		65,000		-
PCBB Fed Funds		50,000		-		50,000		-
FHLB Fed Funds		18,000		-		18,000		-
Total additional liquidity sources	$	2,216,516	$	-	$	2,216,516	$	2,632,923

We continued our focus on maintaining a strong liquidity position throughout the first three months of 2026, and we believe our liquid assets and short-term borrowing credit lines are adequate to meet our cash flow needs for loan and lease funding and deposit cash withdrawals for the foreseeable future. As of March 31, 2026, we had $1.2 billion in internal sources of liquidity comprised of $384.2 million in cash and $829.0 million unencumbered investment securities, which represented in the aggregate 20.8% of total assets. We also had $2.2 billion in external sources of liquidity as outlined in the table above, bringing our total available liquidity to $3.4 billion at March 31, 2026. Our pledged collateral on short-term borrowing lines is comprised of $2.6 billion in loans and $1.3 million in investment securities held at market value at March 31, 2026. We have the option of either borrowing on our credit lines or selling these investment securities for cash flow needs.

On a long-term basis, we can, as needed, meet our liquidity needs by changing the relative distribution of our asset portfolios by reducing our investment or loan and lease volumes, or selling or encumbering assets. Further, we can increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from our correspondent banks as well as the Federal Reserve and FHLB. At the current time, our long-term liquidity needs primarily relate to funds required to support loan and lease originations and commitments and deposit withdrawals.

We believe we can meet all of these needs from existing liquidity sources. Our liquidity is comprised of three primary classifications: cash flows from or used in operating activities; cash flows from or used in investing activities; and cash flows from or used in financing activities. Net cash provided by or used in operating activities has consisted primarily of net income adjusted for certain non-cash income and expense items such as the credit loss provision, investment and other amortization and depreciation. Our net cash provided by operating activities for the first three months of 2026 was $40.7 million, driven by net income of $24.1 million.

Our primary investing activities are the origination of loans and leases and purchases and sales of investment securities. Net cash provided by investing activities was $70.4 million during the first three months of 2026, driven by $52.0 million in proceeds from maturities, calls, and pay downs of investment securities and a net decrease in loans and leases of $32.2 million offset by $10.0 million decrease of premises and equipment.

Net cash provided by financing activities totaled $128.3 million in the first three months of 2026, driven by an increase in deposits of $138.4 million partially offset by a restricted stock vesting distribution of $6.3 million and $3.7 million in cash dividends paid to shareholders.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company’s assessment of market risk at March 31, 2026 indicates there have been no material changes in the quantitative and qualitative disclosures from those made in the Company’s 2025 Form 10-K.

Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Our market risk arises primarily from interest rate risk inherent in our lending and deposit taking activities. Management actively monitors and manages our interest rate risk exposure. We do not have any market-risk sensitive instruments entered into for trading purposes. In monitoring interest rate risk, we continually analyze and manage our earning assets and funding liabilities based on their payment streams and interest rates, the timing of their maturities and/or prepayments, and their sensitivity to actual or potential changes in market interest rates.

Management uses various asset/liability strategies to manage the re-pricing characteristics of our assets and liabilities designed to ensure that exposure to interest rate fluctuations is limited within our guidelines of acceptable levels of risk-taking. Hedging strategies, including the terms and pricing of loans and deposits, and managing the deployment of our securities, are considered to reduce mismatches in interest rate re-pricing opportunities of portfolio assets and their funding sources.

Since our earnings are primarily dependent on our ability to generate net interest income, we focus on actively monitoring and managing the effects of adverse changes in interest rates on our net interest income. Our Asset Liability Management Committee (“ALCO”), which is comprised of members of the Board of Directors and Executive Officers, manages market risk. ALCO monitors interest rate risk by analyzing the potential impact on net interest income from potential changes in interest rates, and considers the impact of alternative strategies or changes in balance sheet structure. ALCO manages our balance sheet in part to maintain the potential impact of changes in interest rates on net interest income within acceptable ranges despite changes in interest rates. ALCO and management utilize a third party to assist with asset liability management including the use of simulation models.

Our exposure to interest rate risk is reviewed on at least a quarterly basis by ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net interest income in the event of hypothetical changes in interest rates. If potential changes to net interest income resulting from hypothetical interest rate changes are not within risk tolerances determined by ALCO, and approved by the full Board of Directors, Management may make adjustments to the Company’s asset and liability mix to bring interest rate risk levels within the Board approved limits.

Net Interest Income Simulation. In order to measure interest rate risk, we use a simulation model to project changes in net interest income that result from forecasted changes in interest rates. This analysis calculates the difference between net interest income forecasted using a rising and a falling interest rate scenario and a net interest income forecast using a base market interest rate derived from the current Treasury yield curve. The income simulation model includes various assumptions regarding the re-pricing relationships for each of our products. Many of our assets are floating rate loans, which are assumed to re-price immediately, and to the same extent as the change in market rates according to their contracted index.

Some loans and investment vehicles include the opportunity of prepayment (embedded options), and accordingly the simulation model uses various proprietary models to estimate these prepayments and assumes the reinvestment of the proceeds at current yields. Our non-term deposit products generally re-price more slowly, usually changing less than the change in market rates and at our discretion.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet size remains static throughout the simulation horizon by replacing existing cash flows/amortization into similar products at current rates to try and capture the ongoing activity of the balance sheet without forecasting any level of growth. It does not account for all factors that affect this analysis, including changes by management to mitigate the effect of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change.

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Furthermore, loan prepayment-rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment rates that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the assumptions may have significant effects on our net interest income.

For the rising and falling interest rate scenarios, the base market interest rate forecast was increased or decreased, on an instantaneous and sustained basis, by 100, 200 and 300 basis points. We then evaluate the simulation results using two approaches: Net Interest Income at Risk (“NII at Risk”) and Economic Value of Equity (“EVE”). Under NII at Risk, the impact on net interest income from the changes in interest rates on interest earning assets and interest-bearing liabilities is modeled using various assumptions of assets and liabilities. EVE measures the period-end present value of assets minus the present value of liabilities. Management uses this value to measure the changes in the economic value of the Company under various interest rate scenarios.

Based on our quarterly simulations, our net interest margin exposure related to these hypothetical changes in market interest rates was within the current guidelines established by ALCO. In the rising rate scenarios, the simulation model indicates the Company is slightly liability sensitive, as interest-bearing liabilities reprice more quickly than interest-bearing assets. This results in a modest decline in net interest income. In the falling rate scenarios, the Company exhibits mixed sensitivity. It remains liability sensitive in the -100 bps scenario, but becomes asset sensitive in the -200 bps and -300 bps scenarios. Asset sensitivity in declining rate environments leads to reduced net interest income, as interest-bearing assets reprice downward more rapidly than liabilities. The primary driver of this shift in sensitivity at deeper rate cuts (-200 bps and -300 bps) is the presence of rate floors on interest-bearing liabilities, which limit further repricing. At the same time, interest-bearing assets experience increased prepayment activity, accelerating cash flows into lower-yielding reinvestments. This combination compresses net interest income.

The ratio of variable to fixed-rate loans in our loan portfolio, the ratio of short-term (maturing at a given time within 12 months) to long-term loans, and the ratio of our demand, money market and savings deposits to CDs (and their time periods), are the primary factors affecting the sensitivity of our net interest income to changes in market interest rates. Our short-term loans are typically priced at prime plus a margin, and our long-term loans are typically priced based on a specific term of the Treasury Curve for comparable maturities, plus a margin. The composition of our rate-sensitive assets or liabilities is subject to change and could result in a more unbalanced position that would cause market rate changes to have a greater impact on our net interest margin. As of March 31, 2026, our loan and lease portfolio was comprised of 57.84% fixed rate and 42.16% variable rate loans. An additional component of managing our interest rate risk is the use of loan floors when structuring our variable loan products. At loan origination, a loan floor rate, typically equal to or slightly below the initial rate on the loan, is established. This is particularly beneficial in a declining interest rate environment.

The following table presents the projected change in the Company’s net interest income over the next twelve months and the economic value of equity at March 31, 2026, that would occur upon an immediate change in interest rates based on the models discussed above, but without giving effect to any steps that management might take to counteract such change:

	Estimated Change in Net Interest Income (NII) (as a % of NII)			Estimated Change in Economic Value of Equity (EVE) (as a % of EVE)
March 31, 2026
+300 bps		(1.3	%)		(8.7	%)
+200 bps		(1.2	%)		(5.6	%)
+100 bps		(0.7	%)		(2.1	%)
0 bps		-			-
-100 bps		0.1	%		(0.1	%)
-200 bps		(0.6	%)		(2.7	%)
-300 bps		(1.0	%)		(7.3	%)

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Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)). Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this Report, the disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and timely reported as provided in the SEC’s rules and forms.

Changes in Internal Controls

There have been no material changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026, to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Certain lawsuits and claims arising in the ordinary course of business may be filed or pending against the Company or its subsidiaries. Based upon information available to the Company, its review of such lawsuits and claims and consultation with its counsel, the Company believes the liability relating to these actions, if any, would not have a material adverse effect on its consolidated financial statements. There are no material proceedings adverse to the Company to which any director, officer or affiliate of the Company is a party.

Item 1A.

Risk Factors

We are subject to various risks and uncertainties, which could materially affect our business, results of operations, financial condition, future results, and the trading price of our common stock. There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K. These risk factors, as well as our condensed consolidated financial statements and notes thereto and the other information appearing in this Report, should be reviewed carefully for important information regarding risks that affect us.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table reports information regarding repurchases of our common stock during the three months ended March 31, 2026:

Period	Total number of shares purchased		Average price paid per share⁽¹⁾		Total number of shares purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (In thousands)
January 1, 2026 to January 31, 2026		70	$	1,080.78		70	$	30,232
February 1, 2026 to February 28, 2026		41		1,066.23		41		30,188
March 1, 2026 to March 31, 2026		70		1,139.23		70		30,109
Total 1st Quarter 2026		181	$	1,100.09		181	$	30,109

⁽¹⁾The aggregate purchase price and weighted average price per share does not include the effect of excise tax expense incurred on net stock repurchases. For the three months ended March 31, 2026, the excise tax expense accrual totaled $2,000.

On September 10, 2024 the Board of Directors authorized a new share repurchase program (the “Repurchase Plan”) for $55.0 million of the Company’s common stock, which represented approximately 9% of outstanding shareholders’ equity at the time of approval. On August 14, 2025, the Board of Directors authorized an increase of $45.0 million to the existing share repurchase program along with an extension of the program through December 31, 2027.

During the three months ended March 31, 2026, the Company repurchased 181 shares under the Repurchase Plan, for a total of $202,000, inclusive of the excise tax. As of March 31, 2026, there remains $30.1 million authorized for repurchases under the Repurchase Plan.

Item 3.

Defaults Upon Senior Securities

Not Applicable

Item 4.

Mine Safety Disclosures

Not Applicable

Item 5.

Other Information

During the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6.

Exhibits

Exhibit Number	Description
10.2	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and Bart R. Olson.
10.3	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and Ryan J. Misasi.
10.4	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and David M. Zitterow.
10.5	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and John W. Weubbe.
10.6	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and Thomas Bennett.
10.7	Amended and Restated Employment Agreement effective April 1, 2026, between Farmers & Merchants Bank of Central California and Troy D. Harper.
31(a)	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Shareholders’ Equity, (v) the Unaudited Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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 thereunto duly authorized.

	FARMERS & MERCHANTS BANCORP

Date: May 8, 2026	/s/ Kent A. Steinwert
	Kent A. Steinwert
	Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)

Date: May 8, 2026	/s/ Bart R. Olson
	Bart R. Olson
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Exhibit 10.2

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and Bart R. Olson (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

Section 2.02 Term of Employment: This Agreement shall become effective on April 1, 2026. This Agreement shall terminate on March 31, 2028 unless earlier terminated pursuant to the provisions of Part VII herein. If this Agreement is not terminated pursuant to Part VII, and provided Employee enters into an effective general release of claims at the time of the expiration of this Agreement in the form attached hereto as Exhibit A, the Agreement shall renew automatically for an additional two year term, and upon reaffirmation of Exhibit A at each renewal date for successive additional two year terms thereafter, unless earlier terminated pursuant to the provisions of Part VII.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Chief Financial Officer under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a cause of Termination for Good Reason under the terms of this Agreement.

Section 3.02 Outside Activities: Employee agrees that, while employed by the Bank, Employee will refrain from any outside activities which actually or potentially are in direct conflict with the essential enterprise-related or reputational interest of the Bank, that would cause disruption of the Bank’s operations, or that would be in direct competition with the Bank or assist competitors of the Bank. It shall not be a violation of this Agreement for Employee (A) to serve on corporate, civic or charitable boards or committees, or (B) to deliver lectures or fulfill speaking engagements, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Bank; provided, however, that Employee shall give the Bank’s Chief Executive Officer not less than fourteen (14) days’ notice of any actions contemplated by clauses (A) or (B), and will refrain from any such action to which the Chief Executive Officer in his/her sole discretion, objects. It shall not be a violation of this Agreement for Employee to manage personal investments, so long as such activities do not represent a conflict with the Bank, as described in the Bank’s Employee Code of Conduct, and other pertinent policies and agreements.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $620,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.02 Incentive and Retention Programs: Employee shall be eligible for an annual discretionary incentive bonus. The amount of any incentive bonus shall be determined from time to time by the Bank’s Board of Directors annually by January 31^st of each following year and shall be paid no later than February 28^th of each following year. Any incentive bonus is intended for retention purposes, and as a consequence, it will only be paid provided Employee is still employed by Employer on the payment date.

Employee shall be entitled to participate in the Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan, with any awards thereunder determined by the Bank’s Board of Directors in its discretion.

Section 4.03 Relocation Expenses: N/A

PART V

BENEFITS

Section 5.01 Benefits: Employee shall be entitled to participate in whatever vacation, medical, dental, pension, sick leave, 401(k), profit sharing, disability insurance or other plans of general application, or other benefits which are in effect as to other officers of equivalent title of the Bank, or as may be in effect from time to time, in accordance with the rules established for individual participation in any such plan.

Section 5.02 Automobile Allowance: The Bank shall provide Employee with an automobile allowance of $1,000 per month as per Bank policy. However, at the sole discretion of the Board of Directors and/or the Bank’s Chief Executive Officer, the Bank reserves the right to change or eliminate this benefit at any time.

Section 5.03 Membership Fees: The Bank shall reimburse Employee for all appropriate and reasonable expenses incurred in performing Employee’s duties, including providing and paying for the dues and fees of membership in local service and civic clubs and/or organizations as the Bank deems appropriate and necessary for enhancement of its presence within the local business community. In order to be eligible for reimbursement of these expenses, Employee must obtain pre-approval for such memberships from the Bank’s Chief Executive Officer and must provide the Bank with receipts and documented evidence as is required by federal and state laws and regulations.

Section 5.04 Directors and Officers Liability Insurance Coverage: To the extent commercially reasonable to do so under prevailing conditions in the insurance market, the Bank shall provide directors and officers liability insurance coverage for the protection of Employee on terms and conditions no less favorable to Employee than are in effect on the date that this Agreement shall become effective. Following any termination of Employee’s employment with the Bank, such coverage shall be continued under substantially the same terms and conditions as are in effect immediately prior to such termination of employment at no cost to Employee until all applicable statutes of limitation expire with respect to claims arising prior to such termination of employment. Employee expressly acknowledges, however, that the Bank cannot and shall not guarantee the performance of the insurance company issuing such directors and officers liability insurance coverage pursuant to this Section. In addition to the foregoing, the Bank shall also continue to make indemnification and advancement of litigation expense payments to Employee to the maximum extent and for the maximum period permitted by law; provided, however, that the obligation of the Bank to advance litigation expense payments shall be subject to Employee having executed and delivered to the Bank, in a form approved by the Bank, an undertaking to return such payments in the event that a court shall have determined that Employee is not entitled to indemnification under the applicable legal standards.

PART VI

EXPENSES

Travel and Entertainment Expenses: During the term of this Agreement, the Bank shall reimburse Employee for reasonable out of pocket expenses incurred in connection with the Bank’s business, including travel expenses, food and lodging while away from Employee’s home, subject to such policies as the Bank may from time to time establish for other officers of equivalent title. Employee shall keep records of Employee’s travel and entertainment expenses in a form suitable to the Internal Revenue Service and the Franchise Tax Board to qualify this reimbursement as a federal and state income tax deduction for the Bank. In addition, Employee shall provide the Bank with receipts for all expenses for which Employee seeks reimbursement.

PART VII

TERMINATION OF EMPLOYMENT

Section 7.01 Termination without Cause or for Good Reason: The Bank may terminate this Agreement at any time and without “Cause” (as defined below) by giving Employee sixty (60) days written notice of the Bank’s intent to terminate this Agreement. The 60th day after Notice of Termination shall be deemed Employee’s Separation Date. This Agreement may also be terminated by Employee for “Good Reason” (as defined below) by giving written notice to Employer in reasonable detail of the basis for “Good Reason” within thirty (30) days of the first date on which Employer has knowledge of such conduct and providing Employer at least thirty (30) days following the date on which notice is provided to cure such conduct. Failing such cure, the end of the cure period shall be deemed Employee’s Separation Date. In the event Employee’s employment is terminated by the Bank or Employee pursuant to this Section, Employee shall be paid all accrued salary, accrued but unused vacation, and reimbursement expenses for which expense reports have been provided to the Bank, or which are provided to the Bank prior to the Separation Date, in accordance with the Bank’s policies and this Agreement. In addition to the foregoing amounts, if Employee is terminated by the Bank or Employee pursuant to this Section, and subject to (A) Employee’s continued employment through, and termination of employment on, the Separation Date; (B) Employee’s continued loyalty to the Bank, which includes, but is not limited to, Employee or any outside third party, operating under the direction of Employee, refraining from any announcements to anyone inside or outside the Bank that the Employee is leaving the Bank; and (C) Employee’s execution and non-revocation of a general release of all claims in the form attached hereto as Exhibit A (the “Release”), which Release becomes irrevocable within sixty (60) days following the Separation Date or such earlier deadline provided by the Bank, then Employee will be entitled to receipt of the following Severance Package:

A Severance Payment equivalent to one (1) times the Employee’s highest Annual Compensation for services (“Annual Compensation”, as defined as Total Compensation as reported in Employer’s previous years’ proxy statements), which Employee has earned during Employee’s employment with the Bank. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the Separation Date, provided that any payments delayed pending the effectiveness of the Release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the Release, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part VIII of this Agreement.

Payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions. Any such payment or distribution from an equity compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

“Good Reason” for purposes of this Agreement shall be defined as a material breach by Employer of any of the covenants in this Agreement, any material reduction in Employee’s annual base salary or annual discretionary incentive bonus opportunity, any material and adverse change in Employee’s position, title or reporting lines or any change in Employee’s job duties, authority or responsibilities to those of lesser status, or a material change in the geographic location of Employer’s headquarters, which shall mean the relocation of the Employer’s headquarters to a location that is more than 50 miles from its current location, in each case, without Employee’s consent.

Section 7.02 Termination for Cause: The Bank may terminate Employee’s employment at any time for “Cause” upon written Notice of Termination to Employee, setting forth in reasonable detail the basis for the determination of “Cause.” Termination for Cause shall be effective immediately upon receipt of the Notice of Termination by Employee, and the date on which the Notice of Termination is received shall be deemed to be the Separation Date. If Employee is terminated pursuant to this Section 7.02, Employee shall be entitled only to accrued salary, vacation and reimbursement of expenses for which expense reports have been provided to the Bank, or which are provided to the Bank prior to the Separation Date, in accordance with the Bank’s policies and this Agreement. Employee shall be entitled to no further compensation or severance payment of any nature; provided however, that Employee will also be entitled to payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans, including any applicable vesting and forfeiture provisions. Any such payment or distribution from an equity compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

“Cause” for purposes of this Agreement shall be defined as follows:

The death of Employee;

Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

A material breach of, or intentional failure to perform any of Employee’s duties which is not cured by Employee to the reasonable satisfaction of the Bank’s Chief Executive Officer within thirty (30) days, or within a deadline jointly defined by Employee and the Bank’s Chief Executive Officer after written notice is provided by the Bank’s Chief Executive Officer setting forth in reasonable detail the nature of the breach or failure;

An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

Any action that constitutes a material disruption of Bank personnel relationships, that damages the Bank’s reputation or the reputation of any of its directors, shareholders, customers or employees, or that materially adversely affects the professional or business operations or practices of the Bank.

Section 7.03 Termination by Employee without Good Reason: This Agreement may be terminated by Employee without Good Reason at Employee’s sole discretion by giving ninety (90) days written Notice of Resignation to the Bank. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to the Bank through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party, operating under the direction of Employee, to anyone inside or outside the Bank that the Employee is leaving the Bank), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from an equity compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, the Bank may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately release and terminate Employee’s employment. Notwithstanding the foregoing, if the Bank determines at any time during the 90-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part VIII of this Agreement, the Bank may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

Section 7.04 Option to Terminate on Permanent Disability: Employer may terminate this Agreement if, during the term of this Agreement, Employee shall become “Permanently Disabled”, as that term in defined herein. A termination pursuant to this Section 7.04 shall be deemed a termination upon Permanent Disability and upon such termination Employee shall only be entitled to their benefits governed by such non-qualified retirement plan and/or components thereof in which the Employee is a participant. For purposes of this Agreement, Employee shall be deemed to have become Permanently Disabled if Employee is unable to perform his/her current duties, with or without accommodation, for an aggregate of 120 working days over a six month period, by reason of any medically determinable physical or mental impairment. Employer shall issue its Notice of Termination to Employee on or after 90 working days of Permanent Disability, as defined herein.

Section 7.05 Change of Control:

If a Change of Control of the Bank or Farmers & Merchants Bancorp (the “Bancorp”) closes during the term of this Agreement, while Employee is still employed by the Bank, the Bank will provide the Employee with the following Change of Control Compensation Package to be paid and commence immediately prior to the closing of the Change of Control:

(a) a cash payment in consideration of Employee’s assistance, support and cooperation in the Change of Control of the Bancorp or the Bank and the retention and preservation of Bank and Bancorp goodwill equal to either 0.25% of the Total Bancorp Shareholder Value, in the event of a Change of Control as described in (i) or (ii) of Section 7.05.2 below, or $125,000, in the event of a Change of Control as described in (iii) of Section 7.05.2 below.

(b) Two (2) times Employee’s highest Annual Compensation (defined as Total Compensation as reported in Employer’s previous years’ proxy statements or as would have been reported if the Employee had been a named executive officer, provided that to the extent that the Employee’s salary or annual bonus for a prior year was prorated because the Employee’s employment did not commence until after the first day of the year, then the annual base salary and target bonus, to the extent greater than actual bonus paid, shall be used).

(c) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.07), determined as of immediately prior to the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee.

In addition, Employee will be entitled to payment of all awards of benefit plans and incentive and retention programs in accordance with the terms of those plans and programs, including applicable vesting and forfeiture provisions.

Payment of the Change of Control Compensation Package shall be contingent upon the execution by Employee and non-revocation of (A) a general Release of all claims provided by Employer in the form attached hereto as Exhibit A and (B) a non-disclosure and non-solicitation agreement in the form attached hereto as Exhibit B. Employee shall receive disbursement of payments due Employee under this Section (except for payments or distributions from or pursuant to any equity compensation plan), in one lump sum payment immediately prior to the closing of the Change of Control, subject to Section 10.02 below, less any withholding required by state, federal or local law. Any payment or distribution from or pursuant to an equity compensation plan shall be governed by the terms of such plan. If Employee becomes entitled to payment under this Section 7.05, Employee shall not be entitled to the Severance Package under Section 7.01, notwithstanding Employee’s subsequent termination of employment pursuant to that Section.

Change of Control means a change of control of Bancorp. Such a Change of Control will be deemed to have occurred immediately before any of the following occur: (i) a merger, consolidation or acquisition, directly or indirectly, of more than 30% of the voting power or outstanding shares of any class of voting securities of Bancorp by any Person; (ii) a sale of all, or substantially all, of the assets of Bancorp or the Bank; or (iii) there is a change, during any period of one year or less, of a majority of the Board of Directors of Bancorp as constituted as of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least a majority of the directors then in office who were directors at the beginning of such period. If the events or circumstances described in (i)-(iii), above, shall occur to or be applicable to the Bank, then such Change of Control shall be deemed for all purposes of this Agreement to also be a “Change of Control” of Bancorp. For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Bancorp, the Bank, any other wholly owned subsidiary of Bancorp or any employee benefit plan(s) sponsored by Bancorp, Bank or other subsidiary of Bancorp. Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred unless the change also constitutes the occurrence of a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5), with respect to the Employee.

Limitation on Payments. In the event that any payment or benefit (as those terms are defined within the meaning of Internal Revenue Code Section 280G(b)(2)) paid, payable, distributed or distributable to the Employee (hereinafter referred to as “Payment” or “Payments”) pursuant to the terms of this Agreement or otherwise in connection with or arising out of Employee’s employment with the Bank or a change of control are determined by the Bank, taking into account the determination and supporting calculations of an accounting firm appointed by the Bank, (i) would constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment or Payments otherwise provided for under this Agreement shall be either:

(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greater Payment or Payments, notwithstanding that all or some portion of such Payment or Payments may be taxable under Section 4999 of the Code.

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change of Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

Section 7.06 Non-Renewal of Agreement. For the avoidance of doubt, if this Agreement is not renewed automatically by reason of Employee’s failure to execute an effective general Release pursuant to Section 2.02, Employee will not be entitled to the Severance Package specified in Section 7.01.

Section 7.07 Continuation of Medical Benefits: In the event Employee’s employment is terminated Employee shall be afforded the right to continue his/her medical benefits to the extent provided in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at his/her expense. The Bank shall provide Employee with the appropriate COBRA notification within the time required by the law from the Separation Date.

Section 7.08 Merger or Acquisition Without a Change of Control: In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 7.05.2, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.25% of the Target Company Shareholder Value, subject to a minimum of $125,000, which payment shall be made by the Bank or Bancorp immediately prior to closing.

PART VIII

COVENANTS

Section 8.01 Confidential Nature of Relationship. Employee acknowledges (i) the highly competitive nature of the business and the industry in which the Bank competes; (ii) that as a key executive of the Bank he/she has participated in and will continue to participate in the service of current customers and/or the solicitation of prospective customers, through which, among other things, Employee has obtained and will continue to obtain knowledge of the “know-how” and business practices of the Bank, in which matters the Bank has a substantial proprietary interest;(iii) that his/her employment hereunder renders the performance of services which are special, unique, extraordinary and intellectual in character, and his/her position with the Bank placed and places him/her in a position of confidence and trust with the customers and employees of the Bank; and (iv) that his/her rendering of services to the customers of the Bank necessarily requires the disclosure to Employee of Trade and Business Secrets, Proprietary and Confidential Information, and Bank Materials (as defined in Section 8.03 below) of the Bank. In the course of Employee’s employment with the Bank, Employee has and will continue to develop a personal relationship with the customers and prospective customers (defined for purposes of this Agreement as customers that the Bank is either actively soliciting or in the process of making a proposal for services to as of Employee’s Separation Date) of the Bank and a knowledge of those customers’ and prospective customers’ affairs and requirements, and the relationship of the Bank with its established clientele has been, and will continue to be, placed in Employee’s hands in confidence and trust. Employee consequently agrees that it is a legitimate interest of the Bank, and reasonable and necessary for the protection of the confidential information, goodwill and business of the Bank, which is valuable to the Bank, that Employee make the covenants contained herein.

Employee Initials ____

Section 8.02 Restrictions: Accordingly, Employee agrees that during the period that he/she is employed by the Bank, unless in the normal course of business, he/she shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by the Bank, engage in the following:

Solicitation of Employees. Employee recognizes that he/she possesses and will possess confidential information about other employees of the Bank and its affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customer(s) of the Bank and its affiliates. Employee recognizes that the information he/she possesses and will possess about these other employees is not generally known, is of substantial value to the Bank and its affiliates in developing their business and in securing and retaining customers, and in managing general daily operations of the Bank, and has been and will be acquired by Employee because of his/her business position with the Bank and its affiliates. Employee agrees that at all times during his/her employment with the Bank and for a period of twelve (12) months thereafter, Employee will not, directly or indirectly, solicit or recruit any employee of the Bank or its affiliates for the purpose of being employed by, or serving as a consultant or information resource to, the Employee, or any competitor of the Bank or its affiliates on whose behalf Employee is acting as an agent, representative or employee, and that Employee will not convey such confidential information or trade secrets about other employees of the Bank and its affiliates to any other Person or legal entity. In view of the nature of Employee’s employment with the Bank, Employee likewise agrees that the Bank and its affiliates would be irreparably harmed by any such solicitation or recruitment in violation of the terms of this paragraph and that the Bank and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

Solicitation of Customers. During the Employee’s employment by the Bank and its affiliates and for a period of twelve (12) months after such employment ceases, the Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner, consultant or other participant), use any Trade and Business Secret, Proprietary and Confidential information, or Bank Materials to identify, solicit or entice any Customer or Prospective Customer of the Bank or its affiliates to make any changes whatsoever in their current or prospective relationships with the Bank or its affiliates, and will not assist any other Person or entity to interfere with or dispute such current or prospective relationships. If Employee leaves the Bank and goes to work for a new employer that is a competitor of the Bank, and if that new employer already has an existing relationship with a Customer or Prospective Customer of the Bank or its affiliates, this paragraph does not preclude Employee from making contact with such Customer or Prospective Customer on the new employer’s behalf, so long as such contact otherwise complies with the provisions of this paragraph. In view of the nature of the Employee’s employment with the Bank, the Employee likewise agrees that the Bank and its affiliates would be irreparably harmed by any such interference or competitive actions in violation of the terms of this paragraph and that the Bank and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph, in addition to any other relief, including financial compensation commensurate with damages caused, available to them.

Employee initials

Section 8.03 Definitions:

A. TRADE AND BUSINESS SECRETS means information, including a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value, actual or potential from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

B. PROPRIETARY AND CONFIDENTIAL INFORMATION means trade secrets, computer programs, designs, technology, ideas, know-how, processes, formulas, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, or other information concerning the Bank’s:

(i) Business Activities, including but not limited to: actual or anticipated strategic plans and initiatives; marketing plans, advertising and collateral materials; new product development plans; competitor analyses; analyses of internal financial performance; financial forecasts and budgets; customer and prospect strategies and lists; proprietary designs of facilities and other delivery systems and processes; and any similar information to which Employee has access by virtue of performing his/her duties for the Bank.

(ii) Customers, including but not limited to: information about the Bank’s customers or prospective customers, such as the customer’s or prospect’s key decision-makers; customer preferences; customer strategies; terms of any contractual arrangements with the Bank; business considerations; loan, deposit and other product and service pricing, terms and conditions, repayment structures, fee arrangements, structure of guarantees from other entities; and any similar information to which Employee has access by virtue of performing his/her duties for the Bank.

(iii) Employees, including but not limited to: names of and contact information for the Bank’s employees; their compensation, incentive plans, retirement plans, terms of employment, areas of expertise, projects, and experience; and any similar information to which Employee has access by virtue of performing his/her duties for the Bank.

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

C. BANK MATERIALS means documents or other media or tangible items that contain or embody PROPRIETARY AND CONFIDENTIAL INFORMATION or any other information concerning the business, operations or plans of the Bank and its customers and prospective customers, whether such documents have been prepared by Employee or by others. BANK MATERIALS include, but are not limited to blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, photographs of proprietary information or documents on cell phones, iPads or other electronic devices, photocopies of proprietary information or documents, emails, text messages, tapes or printouts, sound recordings and other printed, typewritten, handwritten or computer generated documents, as well as samples, prototypes, product collateral materials, advertising materials, models, products and the like.

D. TOTAL BANCORP SHAREHOLDER VALUE means the sum of any cash and the fair market value of any securities or other assets or property available for distribution to the holders of any and all classes of Bancorp’s equity securities in connection with a Change of Control, including any net amounts distributed after the closing of the Change of Control pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of Bancorp’s equity securities, such as costs and fees associated with the ultimate disposition of such arrangements. The fair market value of any securities or other assets or property available for distribution to the holders of Bancorp’s equity securities in connection with a Change of Control will be determined on the same basis on which such securities were valued in such Change of Control for purposes of distributing such securities or property to the holders of Bancorp’s equity securities.

Employee Initials

E. TARGET COMPANY SHAREHOLDER VALUE means the sum of any cash and the fair market value of any Bancorp securities or other assets or property available for distribution to the holders of any and all classes of the merger or acquisition target company’s equity securities in connection with a merger or acquisition by Bancorp that does not constitute a Change of Control of Bancorp, including any net amounts distributed after the closing of the merger or acquisition pursuant to any escrow, earn-out or other similar arrangement, after deduction of any items subtracted from proceeds to be distributed to holders of the target company’s equity securities, such as costs and fees that are associated with the ultimate disposition of such arrangements. The fair market value of any Bancorp securities or other assets or property available for distribution to the holders of the target company’s equity securities in connection with a merger or acquisition that does not constitute a Change of Control of Bancorp will be determined on the same basis on which such securities were valued in such merger or acquisition for purposes of distributing such securities or property to the holders of the target company’s equity securities.

Employee Initials ____

Section 8.04 Return of the Bank’s Property: Upon termination of his/her employment with the Bank for any reason, Employee will promptly deliver to the Bank, without copying or summarizing, all Trade and Business Secrets, Proprietary and Confidential Information, and Bank Materials that are in Employee’s possession or under Employee’s control, including, without limitation, all physical property, keys, documents, lists, electronic storage media, cell phones, iPads, manuals, letters, notes, reports, including all originals, reproductions, recordings, disks, or other media.

Employee acknowledges that Employee has been apprised of the provisions of Labor Code Section 2860 which provides: “Everything which an Employee acquires by virtue of his employment, except the compensation which is due him from his Employer, belongs to the Employer, whether acquired lawfully or unlawfully, or during or after the expiration of the term of his employment.” Employee understands that any work that Employee created or helped create at the request of the Bank, including user manuals, training materials, sales materials, customer and prospective customer information and business data, process manuals, and other written and visual works, are works made for hire in which the Bank owns the copyright. Employee may not reproduce or publish these copyrighted works, except in the pursuit of his/her employment duties with the Bank.

Employee Initials

Section 8.05 Separate Covenants: The covenants of Part VIII of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement.

Employee Initials

Section 8.06 Continuing Obligation: Employee’s obligations set forth in Part VIII of this Agreement shall expressly continue in effect beyond Employee’s employment period in accordance with their terms and such obligations shall be binding on Employee’s assigns, executors, administrators and other legal representatives.

Employee Initials

PART IX

TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

A. Notwithstanding any provision to the contrary in this Agreement, the Bank shall delay the commencement of payments or benefits coverage to which Employee would otherwise become entitled under the Agreement in connection with Employee’s termination of employment until the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the Bank (as such term is defined in Treasury Regulations issued under Section 409A of the Code (defined below)) or (ii) the date of Employee’s death, if the Bank in good faith determines that Employee is a “specified employee” within the meaning of that term under Code Section 409A at the time of such separation from service and that such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section10.02 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

B. In addition, to the extent the Bank is required pursuant to this Agreement to reimburse expenses incurred by Employee, and such reimbursement obligation is subject to Section 409A of the Code, the Bank shall reimburse any such eligible expenses by the end of the calendar year next following the calendar year in which the expense was incurred, subject to any earlier required deadline for payment otherwise applicable under this Agreement.

C. For purposes of the provisions of this Agreement which require commencement of payments or benefits subject to Section 409A upon a termination of employment, the terms “termination of employment” and “Separation Date” shall mean a “separation from service” with the Bank (as such term is defined in Treasury Regulations issued under Code Section 409A), notwithstanding anything in this Agreement to the contrary.

D. In each case where this Agreement provides for the payment to the Employee of an amount that constitutes nonqualified deferred compensation under Section 409A and such payment is subject to the execution and non-revocation of a release of claims, (1) any payments delayed pending the effectiveness of the release shall be accumulated and paid in a lump sum following the effectiveness of the release, with any remaining payments due paid in accordance with the schedule otherwise provided herein, and (2) if the period between the Separation Date and the last day on which the release could become irrevocable assuming the Employee’s latest possible execution and delivery of the release spans two calendar years, then such deferred payments shall not be made before the second calendar year, even if the release becomes irrevocable in the first calendar year, if such payments constitute nonqualified deferred compensation under Section 409A.

E. Any series of payments provided under this Agreement (excluding plans or agreements incorporated by reference) shall for all purposes of Code Section 409A be treated as a series of separate payments and not as single payments.

F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X

GENERAL PROVISIONS

Section 10.01 - Notices: Any notice to be given to the Bank under the terms of this Agreement, and any notice to be given to Employee, shall be addressed to such Party at the mailing address the Party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given four days after the same shall be enclosed in a properly sealed and addressed envelope, registered or certified, and deposited (postage or registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government or upon actual delivery to the Party by messenger or delivery service, with receipt acknowledged in writing by the Party to whom such notice is addressed.

Section 10.02 Entire Agreement: This Agreement and the agreement(s) incorporated by reference herein (“Farmers & Merchants Bancorp Restricted Stock Retirement Plan”) supersede any and all other agreements or understandings, whether oral, implied, or in writing, between the parties hereto with respect to the subject matter hereof and contain all of the covenants and agreements between the Parties with respect to such matters in their entirety. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification(s) to this Agreement will be effective only if in writing and signed by the Parties hereto.

Section 10.03 Notwithstanding any other provision of this Agreement, this Agreement and all rights and obligations of the Parties hereunder shall be subject to the provisions of the Federal Deposit Insurance Act and the regulations adopted thereunder, including without limitation 12 Code of Federal Regulations, Part 359.

Section 10.04 Partial Invalidity: If any provisions in this Agreement are held by a court of competent jurisdiction or an arbitrator to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

Section 10.05 Continuing Obligations: The obligations of the covenants contained in this Agreement shall survive the termination of the Agreement and any employment relationship between the Bank and Employee. Accordingly, neither the Bank nor Employee shall be relieved of the continuing obligations of the covenants contained in this Agreement.

Section 10.06 Employee’s Representations: Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants in it. Employee represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other agreement or other legal obligation between Employee and any other person or entity.

Section 10.07 Governing Law: This Agreement (not including any plans or agreements incorporated by reference) shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of California.

Section 10.08 Full Settlement: The Bank’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action which the Bank may have against Employee or others. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amount shall not be reduced whether or not Employee obtains other employment.

Section 10.09 No Waiver: The failure of any of the Parties hereto to insist on strict compliance with any provision of this Agreement, or the failure to assert any right of any Party hereto may have hereunder, shall not be deemed to be a waiver of such provision or right or of any other provision or right contained in this Agreement.

Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA		Date:	4/16/2026

By:	/s/ Edward Corum, Jr.

	Edward Corum Jr.
	Chairman of the Personnel Committee

EMPLOYEE:	/s/ Bart R. Olson
		Date:	4/1/2026
	Bart R. Olson

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between Bart R. Olson (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

WHEREAS, pursuant to Section 7.01 and 7.05 of the Parties’ Employment, Confidentiality and Non-Disclosure Agreement dated as of April 1, 2026, as may be amended or automatically renewed (“Employment Agreement”), Employee is required to enter into a release of claims in the Bank’s favor in exchange for the payment of certain benefits or the automatic renewal of the Employment Agreement pursuant to Section 2.02; and

WHEREAS, the Parties wish to memorialize either the terms of Employee’s departure under Section 7.01 of the Employment Agreement or the payment of the Change of Control Compensation Package (as defined in Section 7.05 of the Employment Agreement) or the automatic renewal of the Employment Agreement under Section 2.02, and to resolve all issues or disputes arising out of or related to (i) the employment relationship and the termination thereof under Section 7.01 of the Employment Agreement or (ii) the employment relationship prior to a Change of Control (as defined in the Employment Agreement) or the automatic renewal of the Employment Agreement, as the case may be.

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Release of the Bank. In consideration of receipt by Employee of the Severance Package or the Change of Control Compensation Package, as applicable, which Employee acknowledges is in addition to anything of value to which he/she is otherwise entitled, Employee, on behalf of himself/herself and his/her heirs, attorneys, executors, successors, administrators and assigns, does hereby release, acquit and forever discharge the Bank and its respective predecessors, successors, assigns, subsidiaries, divisions, holding companies, affiliated companies and benefit plans, and each of their respective present and former affiliates, directors, officers, fiduciaries, employees, agents, successors and assigns, from any and all liabilities, damages, causes of action and claims of any nature, kind or description whatsoever, whether accrued or to accrue, which Employee ever had, now has or hereafter may have against any of them, known or unknown, that are based on facts occurring the day of and prior to the day Employee executes this Agreement, including, but not limited to, any claims under any state or federal law or statute, including, but not limited to, the Age Discrimination in Employment Act of 1967 (29 U.S.C. section 621 et seq.), the Americans with Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Equal Pay Act, any claim based on tort, contract or otherwise, any claim for attorneys’ fees or costs, or any matter or action related to Employee employment and/or affiliation with, or termination and separation from the Bank and its affiliates.

This Agreement recognizes the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) and the California Department of Fair Employment and Housing (“DFEH”) to enforce the statutes which come under their jurisdiction. This Agreement is not intended to prevent Employee from initiating or participating in any investigation or proceeding conducted by the EEOC or the DFEH; provided, however, that nothing in this section limits or affects the finality or the scope of the Release. Employee has waived and released any claim that he/she may have for damages based on any alleged discrimination, harassment or retaliation, that are based on facts occurring the day of and prior to the day the Employee executes this Agreement, and may not recover damages in any proceeding conducted by the EEOC or the DFEH.

Section 2.

No Release of Vested Benefits. Notwithstanding anything in Section 1 hereof, Employee does not by this Agreement waive any rights he/she may have to vested benefits or account balances in any retirement plan, which vested benefits or account balances, as the case may be, shall be paid over to Employee in accordance with the provisions of the respective plans, subject to any applicable forfeiture provisions set forth therein.

Section 3.

Confidentiality of Agreement. As a material of inducement to the Bank to enter into this Agreement, Employee represents and agrees that he/she will keep all terms of this Agreement completely confidential, and that he/she will not disclose any information concerning this Agreement to any person, including, but not limited to, any past, present or prospective employee of the Bank, except for his/her spouse, attorney, tax account and financial advisor. Employee further agrees that disclosure by him/her of the terms and conditions of this Agreement in violation of this Section constitutes a material breach of the Agreement.

Section 4.

Confidentiality of Proprietary Information. Employee acknowledges and agrees that he/she has an obligation to continue to keep in confidence and not use for his/her own or any other person’s or entity’s benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5.

Non-Disparagement. Employee agrees to refrain from any disparagement, defamation, libel or slander of the Bank or Bank-affiliates or tortious interference with the contracts and relationships of the Bank.

Employee agrees not to act in any manner that might damage the business of the Bank. Employee agrees not to counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Bank and/or any officer, director, employee, agent, representative, shareholder or attorney of the Bank, unless under a subpoena or other court order to do so.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

Employee has been fully informed and is fully aware of his/her right to discuss any and all aspects of this matter with an attorney of his/her choice and is specifically advised that he/she should seek such advice;

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

(c)

Employee has had up to and including a full twenty-one (21) days within which to consider this Agreement before executing it, unless by his/her own choice he/she has waived all or part of this period;

(d)

Employee has a full seven (7) days following the execution of this Agreement to revoke this Agreement, and has been and is hereby advised in writing that this Agreement shall not become effective or enforceable as to Employee rights under the federal Age Discrimination in Employment Act (29 U.S.C. section 621 et seq.) until the revocation period has expired (but shall be immediately effective as to all other claims). Any revocation shall be made in writing and delivered to Bank’s Chief Executive Officer on or before the seventh day following Employee execution of this Agreement; and

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Non-Admission. Nothing in this Agreement shall be construed as an admission of liability by the Bank, its past and present affiliates, officers, directors, owners, employees or agents, and the Bank specifically disclaims liability to or wrongful treatment of Employee on the part of itself, its past and present affiliates, officers, directors, owners, employees and agents.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Savings Clause. If any provision of this Agreement is invalid under applicable law, such provision shall be deemed to not be a part of this Agreement, but shall not invalidate any other provision hereby.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he/she has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:
	Bart R. Olson

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between Bart R. Olson (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

WHEREAS, pursuant to Section 7.05 of the Parties’ Employment, Confidentiality and Non-Disclosure Agreement dated as of April 1, 2026, as may be amended or automatically renewed (“Employment Agreement”), the Parties wish to memorialize the covenants to which Employee will become subject upon a Change of Control and the portion of Employee’s Change of Control Compensation Package that is intended to serve as compensation for compliance with such covenants;

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) either a goodwill preservation payment equal to 0.25% of the Total Bancorp Shareholder Value, in the event of a Change of Control as described in (i) or (ii) of Section 7.05.2 of the Employment Agreement, or a goodwill preservation payment of $125,000, in the event of a Change of Control as described in (iii) of Section 7.05.2 of the Employment Agreement, (B) two (2) times the Employee’s highest Annual Compensation (as defined in Section 7.05.1 of the Employment Agreement), and (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee in all cases as may be limited by Section 7.05.3 of the Employment Agreement.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2.

Restrictive Covenants: Employee agrees that for a period of two (2) years after a termination of employment in anticipation of, upon or following the Change of Control (in the event of a Change of Control of Employer, the Bank or Bancorp under Section 7.05.2 of the Employment Agreement) (the “Restricted Period”), he shall not, in any county in which the Bank has an office immediately prior to the Change of Control or opens a branch or office in any county in which the Bank, immediately prior to the Change of Control, has a branch office during the Restricted Period (the “Restricted Area”) as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by Employer, engage in the following (which periods shall run concurrent with the periods of the restrictive covenants described in Section 8.02 of the Employment Agreement and not consecutively):

A. Disclosure of Proprietary Information or Materials. Employee agrees that he/she will not directly or indirectly reveal, report, publish or disclose to any person, firm, or corporation not expressly authorized in writing by the Bank’s Board of Directors to receive any Trade and Business Secret, Proprietary and Confidential Information or Bank Materials (as defined in Section 8.03 of the Employment Agreement). Employee further agrees that he/she will not use any Trade and Business Secret, Proprietary and Confidential Information and/or Bank Materials for any purpose except to perform his/her employment duties for the Bank and such Trade and Business Secret, Proprietary and Confidential Information and/or Bank Materials may not be used or disclosed by Employee for his/her own benefit or purpose or for the benefit or purpose of a subsequent employer. These agreements will continue to apply after Employee is no longer employed by the Bank so long as such Trade and Business Secrets, Proprietary and Confidential Information and Bank Materials are not nor have become, by legitimate means, generally known to the public. In view of the nature of Employee’s employment with Employer and Employee’s contribution of equity in Employer to the Change of Control, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such use or disclosures in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

Solicitation of Employees. Employee recognizes that he possesses and will possess confidential information about other employees of Employer and its affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customer(s) of Employer and its affiliates. Employee recognizes that the information he possesses and will possess about these other employees is not generally known, is of substantial value to Employer and its affiliates in developing their business and in securing and retaining customers, and in managing general daily operations of Employer, and has been and will be acquired by Employee because of his/her business position with Employer and its affiliates. Employee agrees that Employee will not, directly or indirectly, solicit or recruit any employee of Employer or its affiliates for the purpose of being employed by, or serving as a consultant or information resource to, Employee, or any competitor of Employer or its affiliates on whose behalf Employee is acting as an agent, representative or employee, and that Employee will not convey such confidential information or trade secrets about other employees of Employer and its affiliates to any other Person or legal entity. In view of the nature of Employee’s employment with Employer, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such solicitation or recruitment in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

Solicitation of Customers. Employee recognizes that if he were to become employed by, or substantially involved in, the business of a competitor of Employer or any of its affiliates, it would be very difficult for Employee not to rely on or use Employer’s and its affiliates’ Trade and Business Secrets, Proprietary and Confidential information or Employer Materials. To protect Employer’s Trade and Business Secrets, Proprietary and Confidential information and Employer Materials and its affiliates’ relationships and goodwill with customers. Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner, consultant or other participant), use any Trade and Business Secret, Proprietary and Confidential information or Employer Materials to identify, solicit or entice any Customer or Prospective Customer of Employer or its affiliates to make any changes whatsoever in their current or prospective relationships with Employer or its affiliates, and will not assist any other Person or entity to interfere with or dispute such current or prospective relationships in the Restricted Area. If Employee leaves Employer and goes to work for a new employer that is a competitor of Employer, and if that new employer already has an existing relationship with a Customer or Prospective Customer of Employer or its affiliates, this paragraph does not preclude Employee from making contact with such Customer or Prospective Customer on the new employer’s behalf, so long as such contact otherwise complies with the provisions of this paragraph. In view of the nature of Employee’s employment with Employer and Employee’s contribution of equity in Employer to the Change of Control, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such interference or competitive actions in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph, in addition to any other relief, including financial compensation commensurate with damages caused, available to them.

For purposes of this Section 2, a “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Bancorp, the Bank, any other wholly owned subsidiary of Bancorp or any employee benefit plan(s) sponsored by Bancorp, Bank or other subsidiary of Bancorp.

For purposes of this Section 2, a “competitor” shall mean a Person which has a branch office or conducts material business in the Restricted Area during the Restricted Period that competes with Employer that competes with Employer and its affiliates by soliciting, offering and/or selling any services or products substantially similar in function or capability to or competitive with the existing services and products sold, licensed, distributed, marketed, provided, being developed or otherwise offered, performed or provided by Employer and its affiliates as of the Change of Control, or the services or products of Employer and its affiliates being actively planned or developed as of the Change of Control, or any other business, product or service in which Employee has been engaged for more than a de minimis amount of time during the twelve (12)-month period immediately preceding the date of Change of Control.

Representations. Without limiting the generality of Employee’s agreements in this Section 2, Employee (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that Employer and its affiliates currently conduct business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 2 regardless of whether Employee is then entitled to receive severance pay or benefits from Employer. Employee understands that the Restrictive Covenants may limit his/her ability to earn a livelihood in a business similar to the business of Employer and any of its affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of Employer and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his/her education, skills and ability), Employee does not believe would prevent him/her from otherwise earning a living. Employee agrees that the Restrictive Covenants do not confer a benefit upon Employer and its affiliates disproportionate to the detriment of Employee.

Section 3.

Confidentiality of Agreement. As a material inducement to the Bank to enter into this Agreement, Employee represents and agrees that he will keep all terms of this Agreement completely confidential, and that he will not disclose any information concerning this Agreement to any person, including, but not limited to, any past, present or prospective employee of the Bank, except for his/her spouse, attorney, tax account and financial advisor. Employee further agrees that disclosure by him/her of the terms and conditions of this Agreement in violation of this Section constitutes a material breach of the Agreement.

Section 4.

Confidentiality of Proprietary Information. Employee acknowledges and agrees that he has an obligation to continue to keep in confidence and not use for his/her own or any other person’s or entity’s benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.

Section 9.

Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

Date:________________________________

Employee:____________________________

Bart R. Olson

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

Exhibit 10.3

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and Ryan J. Misasi (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

Section 2.02 Term of Employment: This Agreement shall become effective on April 1, 2026. This Agreement shall terminate on March 31, 2028 unless earlier terminated pursuant to the provisions of Part VII herein. If this Agreement is not terminated pursuant to Part VII, and provided Employee enters into an effective general release of claims at the time of the expiration of this Agreement in the form attached hereto as Exhibit A, the Agreement shall renew automatically for an additional two year term, and upon affirmation of Exhibit A at each renewal date for successive additional two year terms thereafter, unless earlier terminated pursuant to the provisions of Part VII.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Retail Banking Division Manager under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a cause of Termination for Good Reason under the terms of this Agreement.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $440,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.03 Relocation Expenses: N/A

PART V

BENEFITS

Section 5.02 Automobile: The Bank shall provide Employee with an automobile for business and incidental personal use. However, at the sole discretion of the Board of Directors and/or the Bank’s Chief Executive Officer, the Bank reserves the right to change or eliminate this benefit at any time.

PART VI

EXPENSES

PART VII

TERMINATION OF EMPLOYMENT

“Cause” for purposes of this Agreement shall be defined as follows:

The death of Employee;

Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

Section 7.04 Option to Terminate on Permanent Disability of Employee: Employer may terminate this Agreement if, during the term of this Agreement, Employee shall become “Permanently Disabled”, as that term is defined herein. A termination pursuant to this Section 7.04 shall be deemed a termination without “Cause,” and shall be governed by the procedures, and shall entitle Employee to the Severance Package specified in Section 7.01. For purposes of this Agreement, Employee shall be deemed to have become Permanently Disabled if Employee is unable to perform his/her current duties, with or without reasonable accommodation, for an aggregate of 120 working days over a six month period, by reason of any medically determinable physical or mental impairment. Employer may issue its Notice of Termination to Employee on or after the 90^th working day of Permanent Disability, as defined herein.

The Notice of Termination shall be deemed withdrawn and the Agreement shall remain in effect after a Notice of Termination has been given to Employee under the following circumstances.

Within thirty (30) days of the Notice of Termination being given to Employee, Employee returns to the full performance of Employee’s duties and provides medical certification that Employee can perform the essential functions of Employee’s duties with or without reasonable accommodation.

Within thirty (30) days of the Notice of Termination being given to Employee, Employee requests a reasonable accommodation from the Bank which would permit Employee to perform the essential functions of Employee’s duties and such reasonable accommodation can be provided by the Bank without an undue hardship.

Section 7.05 Change of Control:

(d) Employee’s company car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition.

Limitation on Payments. In the event that any payment or benefit (as those terms are defined within the meaning of Internal Revenue Code Section 280G(b)(2) paid, payable, distributed or distributable to the Employee (hereinafter referred to as “Payment” or “Payments”) pursuant to the terms of this Agreement or otherwise in connection with or arising out of Employee’s employment with the Bank or a change of control are determined by the Bank, taking into account the determination and supporting calculations of an accounting firm appointed by the Bank, (i) would constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment or Payments otherwise provided for under this Agreement shall be either:

(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change in Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

PART VIII
COVENANTS

Employee Initials

Employee initials

Section 8.03 Definitions:

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials

Employee Initials ____

Employee Initials

PART IX
TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X
GENERAL PROVISIONS

Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

Date:

3/31/2026

Employee:	/s/ Ryan J. Misasi


	Ryan J. Misasi

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

4/16/2026 /s/ Edward Corum, Jr.

Edward Corum, Jr.

Chairman of the Personnel Committee

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between Ryan J. Misasi (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

(c)

(d)

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Section 10.

THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:

Ryan J. Misasi

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

Edward Corum, Jr.

Chairman of the Personnel Committee

-20-

EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between Ryan J. Misasi (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1. Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) either a goodwill preservation payment equal to 0.25% of the Total Bancorp Shareholder Value, in the event of a Change of Control as described in (i) or (ii) of Section 7.05.2 of the Employment Agreement, or a goodwill preservation payment of $125,000, in the event of a Change of Control as described in (iii) of Section 7.05.2 of the Employment Agreement, (B) two (2) times the Employee’s highest Annual Compensation (as defined in Section 7.05.1 of the Employment Agreement), (C) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by thirty-six (36) months, whether or not such continuation coverage is elected by Employee in all cases as may be limited by Section 7.05.3 of the Employment Agreement, and (D) Employee’s Bank car valued for tax purposes using the vehicle’s Kelley Blue Book Trade-In Value in Good Condition.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2. Restrictive Covenants: Employee agrees that for a period of two (2) years after a termination of employment in anticipation of, upon or following the Change of Control (in the event of a Change of Control of Employer, the Bank or Bancorp under Section 7.05.2 of the Employment Agreement) (the “Restricted Period”), he shall not, in any county in which the Bank has an office immediately prior to the Change of Control or opens a branch or office in any county in which the Bank, immediately prior to the Change of Control, has a branch office during the Restricted Period (the “Restricted Area”) as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by Employer, engage in the following (which periods shall run concurrent with the periods of the restrictive covenants described in Section 8.02 of the Employment Agreement and not consecutively):

-21-

B.. Solicitation of Employees. Employee recognizes that he possesses and will possess confidential information about other employees of Employer and its affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customer(s) of Employer and its affiliates. Employee recognizes that the information he possesses and will possess about these other employees is not generally known, is of substantial value to Employer and its affiliates in developing their business and in securing and retaining customers, and in managing general daily operations of Employer, and has been and will be acquired by Employee because of his/her business position with Employer and its affiliates. Employee agrees that Employee will not, directly or indirectly, solicit or recruit any employee of Employer or its affiliates for the purpose of being employed by, or serving as a consultant or information resource to, Employee, or any competitor of Employer or its affiliates on whose behalf Employee is acting as an agent, representative or employee, and that Employee will not convey such confidential information or trade secrets about other employees of Employer and its affiliates to any other Person or legal entity. In view of the nature of Employee’s employment with Employer, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such solicitation or recruitment in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

C. Solicitation of Customers. Employee recognizes that if he were to become employed by, or substantially involved in, the business of a competitor of Employer or any of its affiliates, it would be very difficult for Employee not to rely on or use Employer’s and its affiliates’ Trade and Business Secrets, Proprietary and Confidential information or Employer Materials. To protect Employer’s Trade and Business Secrets, Proprietary and Confidential information and Employer Materials and its affiliates’ relationships and goodwill with customers. Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner, consultant or other participant), use any Trade and Business Secret, Proprietary and Confidential information or Employer Materials to identify, solicit or entice any Customer or Prospective Customer of Employer or its affiliates to make any changes whatsoever in their current or prospective relationships with Employer or its affiliates, and will not assist any other Person or entity to interfere with or dispute such current or prospective relationships in the Restricted Area. If Employee leaves Employer and goes to work for a new employer that is a competitor of Employer, and if that new employer already has an existing relationship with a Customer or Prospective Customer of Employer or its affiliates, this paragraph does not preclude Employee from making contact with such Customer or Prospective Customer on the new employer’s behalf, so long as such contact otherwise complies with the provisions of this paragraph. In view of the nature of Employee’s employment with Employer and Employee’s contribution of equity in Employer to the Change of Control, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such interference or competitive actions in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph, in addition to any other relief, including financial compensation commensurate with damages caused, available to them.

-22-

D. For purposes of this Section 2, a “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than Bancorp, the Bank, any other wholly owned subsidiary of Bancorp or any employee benefit plan(s) sponsored by Bancorp, Bank or other subsidiary of Bancorp.

E. Representations. Without limiting the generality of Employee’s agreements in this Section 2, Employee (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that Employer and its affiliates currently conduct business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 2 regardless of whether Employee is then entitled to receive severance pay or benefits from Employer. Employee understands that the Restrictive Covenants may limit his/her ability to earn a livelihood in a business similar to the business of Employer and any of its affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of Employer and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his/her education, skills and ability), Employee does not believe would prevent him/her from otherwise earning a living. Employee agrees that the Restrictive Covenants do not confer a benefit upon Employer and its affiliates disproportionate to the detriment of Employee.

-23-

Section 3. Confidentiality of Agreement. As a material inducement to the Bank to enter into this Agreement, Employee represents and agrees that he will keep all terms of this Agreement completely confidential, and that he will not disclose any information concerning this Agreement to any person, including, but not limited to, any past, present or prospective employee of the Bank, except for his/her spouse, attorney, tax account and financial advisor. Employee further agrees that disclosure by him/her of the terms and conditions of this Agreement in violation of this Section constitutes a material breach of the Agreement.

Section 4. Confidentiality of Proprietary Information. Employee acknowledges and agrees that he has an obligation to continue to keep in confidence and not use for his/her own or any other person's or entity's benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5. Non-Disparagement. Employee agrees to refrain from any disparagement, defamation, libel or slander of the Bank or Bank-affiliates or tortious interference with the contracts and relationships of the Bank.

Section 6. Acknowledgments. Employee acknowledges, represents and agrees that:

(a) Employee has been fully informed and is fully aware of his/her right to discuss any and all aspects of this matter with an attorney of his/her choice and is specifically advised that he should seek such advice;

(b) Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c) Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8. Savings Clause. If any provision of this Agreement is invalid under applicable law, such provision shall be deemed to not be a part of this Agreement, but shall not invalidate any other provision hereby.

Section 9. Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10. Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

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Date:________________________________

Employee:____________________________

Ryan J. Misasi

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

Edward Corum, Jr.

Chairman of the Personnel Committee

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Exhibit 10.4

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and David M. Zitterow (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Wholesale Banking Division Manager under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a cause of Termination for Good Reason under the terms of this Agreement.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $425,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.02 Incentive and Retention Programs: Employee shall be eligible for an annual discretionary incentive bonus. The amount of any incentive bonus shall be determined from time to time by the Bank’s Board of Directors annually by January 31^stof each following year and shall be paid no later than February 28^th of each following year. Any incentive bonus is intended for retention purposes, and as a consequence, it will only be paid provided Employee is still employed by Employer on the payment date.

Employee shall be entitled to participate in the “Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan with any awards thereunder determined by the Bank’s Board of Directors in its discretion.

Section 4.03 Relocation Expenses: N/A

PART V

BENEFITS

PART VI

EXPENSES

PART VII

TERMINATION OF EMPLOYMENT

A Severance Payment equivalent to twelve (12) times the Employee’s highest monthly base salary, which Employee has earned during Employee’s employment with the Bank. The Severance Payment shall be paid out in equal increments on regularly scheduled pay days for a period of 12 months following the Separation Date, provided that any payments delayed pending the effectiveness of the Release shall be accumulated and paid in a lump sum on the next pay day following the effectiveness of the Release, with any remaining payments due paid in accordance with the schedule otherwise provided herein. Such payments will cease, however, if Employee fails to comply with the provisions of Part VIII of this Agreement.

A Severance Bonus in an amount equal to the average of the Employee’s annual discretionary incentive bonus for the previous two years, prorated for the number of months between the Separation Date and the end of the Bank’s last fiscal year. The Severance Bonus shall be paid in a lump sum on the Employee’s Separation Date.

“Cause” for purposes of this Agreement shall be defined as follows:

1.	The death of Employee;

2.	Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

3.	Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

5.	An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

Section 7.03 Termination by Employee without Good Reason: This Agreement may be terminated by Employee without Good Reason at Employee’s sole discretion by giving one hundred and twenty (120) days written Notice of Resignation to the Bank. If Employee terminates his/her employment pursuant to this Section 7.03, and subject to Employee’s continued satisfactory performance of such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to the Bank through the Separation Date (which includes, but is not limited to, refraining from any announcements by Employee or any outside third party, operating under the direction of Employee, to anyone inside or outside the Bank that the Employee is leaving the Bank), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from an equity compensation plan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, the Bank may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately release and terminate Employee’s employment. Notwithstanding the foregoing, if the Bank determines at any time during the 90-day notice period that Employee materially breaches the obligations imposed by the provisions of this Section 7.03 and Part VIII of this Agreement, the Bank may shorten the notice period and accelerate the Separation Date, thereby reducing the compensation otherwise payable to Employee pursuant to this Section.

Section 7.05 Change of Control:

(a) One (1) times Employee’s highest Annual Compensation (defined as Total Compensation as reported in Employer’s previous years’ proxy statements or as would have been reported if the Employee had been a named executive officer, provided that to the extent that the Employee’s salary or annual bonus for a prior year was prorated because the Employee’s employment did not commence until after the first day of the year, then the annual base salary and target bonus, to the extent greater than actual bonus paid, shall be used.

(b) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.07), determined as of immediately prior to the Change of Control, multiplied by twelve (12) months, whether or not such continuation coverage is elected by Employee.

Payment of the Change of Control Compensation Package shall be contingent upon the execution by Employee and non-revocation of (A) a general Release of all claims provided by Employer in the form attached hereto as Exhibit A and (B) a non-disclosure and non-solicitation agreement in the form attached hereto as Exhibit B. Employee shall receive disbursement of payments due Employee under this Section (except for payments or distributions from or pursuant to an equity compensation plan), in one lump sum payment immediately prior to the closing of the Change of Control, subject to Section 10.02 below, less any withholding required by state, federal or local law. Any payment or distribution from or pursuant to an equity compensation plan shall be governed by the terms of such plan. If Employee becomes entitled to payment under this Section 7.05, Employee shall not be entitled to the Severance Package under Section 7.01, notwithstanding Employee’s subsequent termination of employment pursuant to that Section.

(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change in Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

PART VIII

COVENANTS

Employee Initials _____

Employee initials _______

Section 8.03 Definitions:

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials

PART IX

TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X

GENERAL PROVISIONS

Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA		Date: 4/1/26
By:	/s/ Edward Corum Jr.

	Edward Corum Jr.
	Chairman of the Personnel Committee

EMPLOYEE:

/s/ David M. Zitterow

Date: 3/31/26

David M. Zitterow

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between David M. Zitterow (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Section 2.

No Release of Vested Benefits. Notwithstanding anything in Section 2 hereof, Employee does not by this Agreement waive any rights he/she may have to vested benefits or account balances in any retirement plan, which vested benefits or account balances, as the case may be, shall be paid over to Employee in accordance with the provisions of the respective plans, subject to any applicable forfeiture provisions set forth therein.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

(c)

(d)

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Section 10.

THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:
		David M. Zitterow

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

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EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between David M. Zitterow (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) one (1) times the Employee’s highest Annual Compensation (as defined in Section 7.05.01 of the Employment Agreement), (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by twelve (12) months, whether or not such continuation coverage is elected by Employee, in all cases as may be limited by Section 7.05.3 of the Employment Agreement.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2.

Restrictive Covenants: Employee agrees that during the period that for a period of one (1) year after a termination of employment in anticipation of, upon or following the Change of Control (in the event of a Change of Control of Employer, the Bank or Bancorp under Section 7.05.2 of the Employment Agreement) (the “Restricted Period”), he shall not, in any county in which the Bank has an office immediately prior to the Change of Control or opens a branch or office in any county in which the Bank, immediately prior to the Change of Control has a branch office during the Restricted Period (the “Restricted Area”) as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by Employer, engage in the following (which periods shall run concurrent with the periods of the restrictive covenants described in Section 8.02 of the Employment Agreement and not consecutively):

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Disclosure of Proprietary Information or Materials. Employee agrees that he/she will not directly or indirectly reveal, report, publish or disclose to any person, firm, or corporation not expressly authorized in writing by the Bank’s Board of Directors to receive any Trade and Business Secret, Proprietary and Confidential Information or Bank Materials (as defined in Section 8.03 of the Employment Agreement). Employee further agrees that he/she will not use any Trade and Business Secret, Proprietary and Confidential Information and/or Bank Materials for any purpose except to perform his/her employment duties for the Bank and such Trade and Business Secret, Proprietary and Confidential Information and/or Bank Materials may not be used or disclosed by Employee for his/her own benefit or purpose or for the benefit or purpose of a subsequent employer. These agreements will continue to apply after Employee is no longer employed by the Bank so long as such Trade and Business Secrets, Proprietary and Confidential Information and Bank Materials are not nor have become, by legitimate means, generally known to the public. In view of the nature of Employee’s employment with Employer and Employee’s contribution of equity in Employer to the Change of Control, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such use or disclosures in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph and to any other relief, including financial compensation commensurate with damages caused, available to them.

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Solicitation of Customers. Employee recognizes that if he were to become employed by, or substantially involved in, the business of a competitor or Employer or any of its affiliates, it would be very difficult for Employee not to rely on or use Employer’s and its affiliates’ Trade and Business Secrets, Proprietary and Confidential information or Employer Materials. To protect Employer’s Trade and Business Secrets, Proprietary and Confidential information and Employer Materials and its affiliates’ relationships and goodwill with customers. Employee shall not, directly or indirectly (whether as an officer, director, owner, employee, partner, consultant or other participant), use any Trade and Business Secret, Proprietary and Confidential information or Employer Materials to identify, solicit or entice any Customer or Prospective Customer of Employer or its affiliates to make any changes whatsoever in their current or prospective relationships with Employer or its affiliates, and will not assist any other Person or entity to interfere with or dispute such current or prospective relationships. If Employee leaves Employer and goes to work for a new employer that is a competitor of Employer, and if that new employer already has an existing relationship with a Customer or Prospective Customer of Employer or its affiliates, this paragraph does not preclude Employee from making contact with such Customer or Prospective Customer on the new employer’s behalf, so long as such contact otherwise complies with the provisions of this paragraph. In view of the nature of Employee’s employment with Employer and Employee’s contribution of equity in Employer to the Change of Control, Employee likewise agrees that Employer and its affiliates would be irreparably harmed by any such interference or competitive actions in violation of the terms of this paragraph and that Employer and its affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting Employee from engaging in any activity or threatened activity in violation of the terms of this paragraph, in addition to any other relief, including financial compensation commensurate with damages caused, available to them.

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Section 3.

Section 4.

Confidentiality of Proprietary Information. Employee acknowledges and agrees that he has an obligation to continue to keep in confidence and not use for his/her own or any other person's or entity's benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees that:

(a)

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(b)

Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.

Section 9.

Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

Date:

Employee:

		David M. Zitterow

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

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Exhibit 10.5

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and John W. Weubbe (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Chief Credit Officer under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a cause of Termination for Good Reason under the terms of this Agreement.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $410,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.03 Relocation Expenses: N/A

PART V

BENEFITS

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PART VI

EXPENSES

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PART VII

TERMINATION OF EMPLOYMENT

-4-

“Cause” for purposes of this Agreement shall be defined as follows:

The death of Employee;

Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

-5-

Section 7.05 Change of Control:

-6-

(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

-7-

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change in Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

PART VIII

COVENANTS

Employee Initials _____

-8-

-9-

Employee initials ____

Section 8.03 Definitions:

-10-

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials ____

-11-

Employee Initials ____

PART IX

TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

-12-

F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X

GENERAL PROVISIONS

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Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA		Date: 4/1/2026
By:	/s/ Edward Corum Jr.

	Edward Corum Jr.
	Chairman of the Personnel Committee

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EMPLOYEE:

/s/ John W. Weubbe

John W. Weubbe

Date: 3/31/2026

-15-

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between John W. Weubbe (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

WHEREAS, pursuant to Section 7.01 and 7.05 of the Parties’ Employment, Confidentiality and Non-Disclosure Agreement dated April 1, 2026, as may be amended or automatically renewed (“Employment Agreement”), Employee is required to enter into a release of claims in the Bank’s favor in exchange for the payment of certain benefits or the automatic renewal of the Employment Agreement pursuant to Section 2.02; and

WHEREAS, the Parties wish to memorialize either the terms of Employee’s departure under Section 7.01 of the Employment Agreement or the payment of the Change of Control Compensation Package (as defined in Section 7.05 of the Employment Agreement), or the automatic renewal of the Employment Agreement under Section 2.02 and to resolve all issues or disputes arising out of or related to (i) the employment relationship and the termination thereof under Section 7.01 of the Employment Agreement or (ii) the employment relationship prior to a Change of Control (as defined in the Employment Agreement) or the automatic renewal of the Employment Agreement, as the case may be.

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

This Agreement recognizes the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) and the California Department of Fair Employment and Housing (“DFEH”) to enforce the statutes which come under their jurisdiction. This Agreement is not intended to prevent Employee from initiating or participating in any investigation or proceeding conducted by the EEOC or the DFEH; provided, however, that nothing in this section limits or affects the finality or the scope of the Release. Employee has waived and released any claim that he/she may have for damages based on any alleged discrimination, harassment or retaliation that are based on facts occurring the day of and prior to the day the Employee executes this Agreement, and may not recover damages in any proceeding conducted by the EEOC or the DFEH.

-16-

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

-17-

(c)

(d)

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Section 10.

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THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:
		John W. Weubbe

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

-19-

EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between John W. Weubbe (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) one (1) times the Employee’s highest Annual Compensation (as defined in Section 7.05.01 of the Employment Agreement), (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by twelve (12) months, whether or not such continuation of coverage is elected by Employee in all cases as may be limited by Section 7.05.3 of the Employment Agreement.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2.

Restrictive Covenants: Employee agrees that for a period of one (1) year after a termination of employment in anticipation of, upon or following the Change of Control (in the event of a Change of Control of Employer, the Bank or Bancorp under Section 7.05.2 of the Employment Agreement) (the “Restricted Period”), he shall not, in any county in which the Bank has an office immediately prior to the Change of Control or opens a branch or office in any county in which the Bank, immediately prior to the Change of Control has a branch office during the Restricted Period (the “Restricted Area”) as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, directly or indirectly, and regardless of the reason for him/her ceasing to be employed by Employer, engage in the following (which periods shall run concurrent with the periods of the restrictive covenants described in Section 8.02 of the Employment Agreement and not consecutively):

-20-

-21-

-22-

Section 3.

Section 4.

Confidentiality of Proprietary Information. Employee acknowledges and agrees that he has an obligation to continue to keep in confidence and not use for his/her own or any other person's or entity's benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5.

-23-

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.

Section 9.

Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

Date:

Employee:

		John W. Weubbe

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

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Exhibit 10.6

EXECUTIVE VICE PRESIDENT

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and Thomas Bennett (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Enterprise Risk Officer under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a case of Termination for Good Reason under the terms of this Agreement.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $285,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.03 Relocation Expenses: N/A

PART V

BENEFITS

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PART VI

EXPENSES

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PART VII

TERMINATION OF EMPLOYMENT

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“Cause” for purposes of this Agreement shall be defined as follows:

The death of Employee;

Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

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Section 7.05 Change of Control:

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(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change in Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

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PART VIII

COVENANTS

Employee Initials ________

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Employee initials

Section 8.03 Definitions:

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“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

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Employee Initials

PART IX

TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

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F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X

GENERAL PROVISIONS

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Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

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FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA		Date:	4/1/2026

By:	/s/ Edward Corum, Jr.

	Edward Corum Jr.
	Chairman of the Personnel Committee

EMPLOYEE:	/s/ Thomas Bennett
		Date:	3/31/2026
	Thomas Bennett

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EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between Thomas Bennett (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

WHEREAS, the Parties wish to memorialize either the terms of Employee’s departure under Section 7.01 of the Employment Agreement or the payment of the Change of Control Compensation Package (as defined in Section 7.05 of the Employment Agreement), or the automatic renewal of the Employment Agreement under Section 2.02 and to resolve all issues or disputes arising out of or related to (i) the employment relationship and the termination thereof under Section 7.01 of the Employment Agreement or (ii) the employment relationship prior to a Change of Control (as defined in the Employment Agreement) or the automatic renewal of the Employment Agreement, as the case may be.

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

This Agreement recognizes the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) and the California Department of Fair Employment and Housing (“DFEH”) to enforce the statutes which come under their jurisdiction. This Agreement is not intended to prevent Employee from initiating or participating in any investigation or proceeding conducted by the EEOC or the DFEH; provided, however, that nothing in this section limits or affects the finality or the scope of the Release. Employee has waived and released any claim that he/she may have for damages based on any alleged discrimination, harassment or retaliation that are based on facts occurring the day of and prior to the day the Employee executes this Agreement, and may not recover damages in any proceeding conducted by the EEOC or the DFEH.

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Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

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(c)

(d)

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Section 10.

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THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:
	Thomas Bennett

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

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EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between Thomas Bennett (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) one (1) times the Employee’s highest Annual Compensation (as defined in Section 7.05.01 of the Employment Agreement), (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by twelve (12) months, whether or not such continuation of coverage is elected by Employee in all cases as may be limited by Section 7.05.3 of the Employment Agreement.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2.

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Section 3.

Section 4.

Confidentiality of Proprietary Information. Employee acknowledges and agrees that he has an obligation to continue to keep in confidence and not use for his/her own or any other person's or entity's benefit all proprietary and confidential information concerning the Bank, as defined in Part VIII of the Employment Agreement.

Section 5.

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Section 6.

Acknowledgments. Employee acknowledges, represents and agrees that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.

Section 9.

Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

Date:________________________________

Employee:____________________________

Thomas Bennett

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

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Exhibit 10.7

EMPLOYMENT, CONFIDENTIALITY

AND NON-DISCLOSURE AGREEMENT

PART I

PARTIES TO AGREEMENT

Section 1.01 Parties: This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank” or the “Employer”), its successors and assigns, and Troy Harper (hereinafter referred to as “Employee”). The Bank and Employee are sometimes collectively referred to hereinafter as the “Parties” and individually as a “Party”.

PART II

EMPLOYMENT

Section 2.01 Employment: The Bank hereby agrees to employ Employee, and Employee hereby accepts such employment with the Bank, in accordance with the terms and conditions set forth herein.

PART III

DUTIES OF EMPLOYEE

Section 3.01 General Duties: During the term of this Agreement, Employee shall be employed as Executive Vice President and Chief Administrative Officer under the direction of the Chairman, President and Chief Executive Officer and shall perform and discharge well and faithfully the duties that may be assigned to Employee from time to time by the Chairman, President and Chief Executive Officer in connection with the conduct of the Bank’s business. Nothing herein shall preclude the Bank’s Board of Directors or Chief Executive Officer from changing Employee’s title or duties as long as the resulting title and duties are reasonably commensurate with the education, employment background and qualifications of the Employee and involve similar responsibilities and scope of duties and any such changes will not be deemed a case of Termination for Good Reason under the terms of this Agreement.

PART IV

COMPENSATION

Section 4.01 Salary: Employee shall be paid an annual base salary of no less than $420,000 per year. This base salary shall be paid to Employee in such intervals and at such times as other salaried executives of the Bank are paid. The Bank’s Board of Directors reserves the right to set the timing and level of salary adjustments for all employees and any particular employee at its sole discretion.

Section 4.03 Sign-On Bonus: Employee shall be entitled to a $25,000 sign-on bonus in-lieu of a relocation benefit.

PART V

BENEFITS

PART VI

EXPENSES

PART VII

TERMINATION OF EMPLOYMENT

“Cause” for purposes of this Agreement shall be defined as follows:

The death of Employee;

Conviction of a felony resulting in a material economic adverse effect on the Bank or its affiliates;

Committing acts of dishonesty, theft, embezzlement or other acts of moral turpitude against the Bank or its affiliates;

An unauthorized, willful, knowing or reckless disclosure of any confidential information concerning the Bank or its affiliates or any of its directors, shareholders, customers or employees; or

Section 7.05 Change of Control:

(a) Twelve (12) times Employee’s highest monthly base salary, which Employee has earned during Employee’s employment with the Bank and the pro-rated annual bonus based on the number of months from the end of the previous fiscal year-end to the closing date of the Change of Control.

(a)

delivered in full or

(b)

delivered as to such lesser extent which would result in no portion of such Payment or Payments being subject to the Excise Tax,

Any determination required by this Section 7.05.3 shall be made at the Bank’s expense by an accounting firm appointed by the Bank prior to any Change of Control. The accounting firm shall provide its determination, together with detailed supporting calculations and documentation to the Bank and Employee prior to submission of the proposed Change of Control to the Bank’s or Bancorp’s shareholders, Board of Directors or appropriate regulators for approval and such determination shall be reconfirmed and finalized directly prior to the disbursement of any such Payment or Payments to the Employee immediately preceding a Change in Control. For purposes of making the calculations required by this Section 7.05.3, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Bank and Employee shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section 7.05.3. The Bank shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 7.05.3. In the event that a reduction is required, the reduction shall be applied first to the Payment or Payments that are not subject to Section 409A of the Code and then shall be applied to the Payment or Payments that are subject to Section 409A of the Code (if any), with the Payment or Payments otherwise payable latest in time subject to reduction first. In the event that, according to the determination of the Bank, an excise tax will be imposed on any Payment or Payments, the Bank or its successor shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Bank has actually withheld from the Payment or Payments.

PART VIII

COVENANTS

Employee Initials

Employee initials

Section 8.03 Definitions:

“Proprietary and Confidential Information” includes any information, in whatever form or format, including that which has not been memorialized in writing.

Employee Initials

PART IX

TAXES

Section 9.01 Withholding: All payments to be made to Employee under this Agreement will be subject to required withholding of federal, state and local income and employment taxes as applicable.

Section 9.02 Section 409A:

F. The provisions of this Part X are intended to comply with Code Section 409A and shall be interpreted consistent with such section.

PART X

GENERAL PROVISIONS

Section 10.10 Advice of Counsel: Employee warrants that he/she has consulted with legal counsel of his/her choice to advise him/her with respect to the terms and conditions of this Agreement.

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA		Date:	4/1/2026

By:	/s/ Edward Corum, Jr.

	Edward Corum Jr.
	Chairman of the Personnel Committee

EMPLOYEE:	/s/ Troy Harper
		Date:	4/1/2026
	Troy Harper

EXHIBIT A

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release (“Agreement”) is entered into by and between Troy Harper (“Employee”) and Farmers & Merchants Bank of Central California, California banking corporation (the “Bank” and together with the Employee, the “Parties”).

WHEREAS, the Parties wish to memorialize either the terms of Employee’s departure under Section 7.01 of the Employment Agreement or the payment of the Change of Control Compensation Package (as defined in Section 7.05 of the Employment Agreement), or the automatic renewal of the Employment Agreement under Section 2.02 and to resolve all issues or disputes arising out of or related to (i) the employment relationship and the termination thereof under Section 7.01 of the Employment Agreement or (ii) the employment relationship prior to a Change of Control (as defined in the Employment Agreement) or the automatic renewal of the Employment Agreement, as the case may be.

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

This Agreement recognizes the rights and responsibilities of the Equal Employment Opportunity Commission (“EEOC”) and the California Department of Fair Employment and Housing (“DFEH”) to enforce the statutes which come under their jurisdiction. This Agreement is not intended to prevent Employee from initiating or participating in any investigation or proceeding conducted by the EEOC or the DFEH; provided, however, that nothing in this section limits or affects the finality or the scope of the Release. Employee has waived and released any claim that he/she may have for damages based on any alleged discrimination, harassment or retaliation that are based on facts occurring the day of and prior to the day the Employee executes this Agreement, and may not recover damages in any proceeding conducted by the EEOC or the DFEH.

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees, in compliance with the Older Workers’ Benefit Protection Act, that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement;

(c)

(d)

(e)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Section 8.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 9.

Section 10.

THIS IS A RELEASE OF ALL CLAIMS – READ THOROUGHLY BEFORE SIGNING

Date:

Employee:
	Troy Harper

Date:

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:

	Edward Corum, Jr.
	Chairman of the Personnel Committee

EXHIBIT B

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (“Agreement”) is entered into by and between Troy Harper (“Employee”) and Farmers & Merchants Bank of Central California, a California banking corporation (the “Bank”).

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.

Change of Control Compensation Package. Subject to the terms of this Agreement, Employee shall receive the following compensation for compliance with the terms of the covenants described herein (the “Restrictive Covenants”), which compensation is part of (and not in addition to) the Change of Control Compensation Package described in Section 7.05 of the Employment Agreement to be paid or commence immediately prior to a Change of Control: In the event of a Change of Control of Employer or Farmers & Merchants Bancorp (“Bancorp”), (A) one (1) times the Employee’s highest Annual Compensation (as defined in Section 7.05.01 of the Employment Agreement), (B) Employee’s monthly premium for continuation coverage under COBRA (as defined in Section 7.05 of the Employment Agreement), determined as of the closing or other occurrence of the Change of Control, multiplied by twelve (12) months, whether or not such continuation of coverage is elected by Employee in all cases as may be limited by Section 7.05.3 of the Employment Agreement.

The compensation set forth above is in consideration for the covenants of Employee as set forth in this Agreement.

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Acknowledgments. Employee acknowledges, represents and agrees that:

(a)

(b)

Employee has carefully read and fully understands all of the provisions of this Agreement; and

(c)

Employee accepts the terms of this Agreement as fair and equitable under all the circumstances and voluntarily executes this Agreement.

Section 7.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.

Section 9.

Capitalized Terms. Any capitalized term in this Agreement that is not defined herein shall have the meaning given to such term in the Employment Agreement.

Section 10.

Integration Clause. This Agreement is intended by the parties to be their final agreement. The statements, promises and agreements in this Agreement may not be contradicted by any prior understandings, agreements, promises or statements. Employee states and promises that in signing this Agreement he has not relied on any statements or promises made by the Bank, other than the promises contained in this Agreement. Any changes to this Agreement must be in writing and signed by both Parties.

Date:________________________________

Employee:____________________________

Troy Harper

FARMERS & MERCHANTS BANK OF CENTRAL CALIFORNIA

By:
	Edward Corum, Jr.
	Chairman of the Personnel Committee