10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ 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
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(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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par Value Per Share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

The aggregate market value of the Registrant’s common stock held by non-affiliates on June 30, 2022 (based on the last reported trade on June 30, 2022) was $648,158,000.

The number of shares of Common Stock outstanding as of February 28, 2023: 763,807

Documents Incorporated by Reference:

Portions of the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A are incorporated by reference in Part III, Items 10 through 14.

FARMERS & MERCHANTS BANCORP

FORM 10-K

	PART I	Page
Introduction		3
Item 1.	Business	4
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	35
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
	PART II
Item 5.	Market for the Registrant’s Common Equity, RelatedStockholder Matters and Issuer Purchases of Equity Securities	36
Item 6.	Reserved	40
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	66
Item 8.	Financial Statements and Supplementary Data	69
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	122
Item 9A.	Controls and Procedures	122
Item 9B.	Other Information	124
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	124
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	125
Item 11.	Executive Compensation	125
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	125
Item 13.	Certain Relationships and Related Transactions, and Director Independence	125
Item 14.	Principal Accounting Fees and Services	126
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	126
Item 16.	Form 10-K Summary	127
Signatures		128

Introduction – Forward Looking Statements

This Annual Report on Form 10-K contains various forward-looking statements, usually containing the words “estimate,” “project,” “expect,” “objective,” “goal,” or similar expressions and includes assumptions concerning Farmers & Merchants Bancorp’s (together with its subsidiaries, the “Company”, “FMCB”, or “we”) operations, future results, and prospects. These forward-looking statements are based upon current expectations and are subject to risks and uncertainties. In connection with the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important factors which could cause the actual results of events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.

Such factors include, but are not limited to, the following: (1) economic conditions in the mid Central Valley or the East Bay region of San Francisco in California; (2) significant changes in interest rates and loan prepayment speeds; (3) credit risks of lending and investment activities; (4) changes in federal and state banking laws or regulations; (5) competitive pressure in the banking industry; (6) changes in governmental fiscal or monetary policies; (7) the possible adverse impacts on the banking industry and our business from a period of significant, prolonged inflation; (8) uncertainty regarding the economic outlook resulting from the continuing war on terrorism, as well as actions taken or to be taken by the U.S. or other governments as a result of further acts or threats of terrorism; (9) water management issues in California and the resulting impact on the Company’s agricultural and industrial customers; (10) expansion into new geographic markets and new lines of business; (11) the impact of COVID-19 (Coronavirus) on the Company and its customers (see COVID-19 (Coronavirus) Disclosure below); (12) the impact of changes in Federal and State taxation policies and rates; and (13) other factors discussed in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

COVID-19 (Coronavirus) Disclosure

Beginning in the first quarter of 2020 the COVID-19 virus has impacted all of us to varying degrees. Various levels of governmental restrictions that affected economic activity were in place through much of 2021. In late 2021 and early 2022, economic activity began to improve as vaccination rates increased and governmental restrictions were eased.

On March 27, 2020, Congress signed the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) into law. Since that time the Company actively worked with its customers to help them obtain the benefits available under the CARES Act, particularly regarding loans made under the Paycheck Protection Program (“PPP”) where the Small Business Administration was directed by Congress to provide loans to small businesses with less than 500 employees to assist these businesses in meeting their payroll and other financial obligations during the COVID-19 pandemic. The Bank made over $494 million of PPP loans for 2,680 small business customers. As a reflection of the diminishing impact of COVID-19 on the economy, by December 31, 2022 all of these loans had been repaid [by the SBA]. Additionally, those Bank customers operating in industries that were impacted by either: (1) the public’s changing habits in response to the risks of COVID-19 and such variants (e.g., hotels, movie theaters, health clubs and restaurants); or (2) restrictions imposed by local, state and federal officials (e.g., small businesses determined to be “non-essential”) are now, in the opinion of management, stable and do not exhibit any extraordinary levels of credit risk.

At the current time, COVID-19 is not having any material adverse impact on the Company’s business activities or financial results; however, the virus has continued to develop new strains and no assurances can be given as to whether governmental restrictions might be re-imposed and what the resulting economic impact might be on the markets we serve.

PART I

Item 1.	Business

Organizational Structure

Farmers & Merchants Bancorp 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 Board of Governors of the Federal Reserve System (“FRB”) and by the California Department of Financial Protection and Innovation (“DFPI”). The Company’s principal business is to serve as a holding company for the Bank and for other banking or banking related subsidiaries, which the Company may establish or acquire. 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. See “Supervision and Regulation - Dividends and Other Transfer of Funds.” The Company’s outstanding common stock as of December 31, 2022, consisted of 768,337 shares of common stock, $0.01 par value, and no shares of preferred stock were issued or outstanding.

During 2003, the Company formed a wholly-owned Connecticut statutory business trust, FMCB Statutory Trust I, for the sole purpose of issuing trust-preferred securities. See Note 9 “Long-Term Subordinated Debentures” located in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

The Company operates all financial service activities through its wholly-owned banking subsidiary, Farmers & Merchants Bank of Central California, which was organized in 1916. The Bank was incorporated under the laws of the State of California as a non-FRB member, California state-chartered bank subject to primary regulation, supervision and examination by the Federal Deposit Insurance Corporation (“FDIC”) and by the DFPI. The Bank’s two wholly-owned subsidiaries are Farmers & Merchants Investment Corporation and Farmers/Merchants Corporation. Farmers & Merchants Investment Corporation is currently dormant, and Farmers/Merchants Corporation acts as trustee on deeds of trust originated by the Bank. The Bank’s deposit accounts are insured under the Federal Deposit Insurance Act, as amended (“FDIA”), up to applicable limits. See “Supervision and Regulation – Deposit Insurance.”

F & M Bancorp, Inc. was created in March 2002 to protect the name “F & M Bank.” During 2002, the Company completed a fictitious name filing in California to begin using the streamlined name, “F & M Bank,” as part of a larger effort to enhance the Company’s image and build brand name recognition. Since 2002, the Company has converted all of its daily operating and image advertising to the “F & M Bank” name and the Company’s logo, slogan and signage were redesigned to incorporate the trade name, “F & M Bank.”

Market Area

The Company’s primary service area is the mid Central Valley of California, including Sacramento, San Joaquin, Solano, Stanislaus and Merced counties, and the east region of the San Francisco Bay Area, including Napa, Alameda, and Contra Costa counties. The Company operates 29 full-service branches and 3 stand-alone ATMs. The Company’s market areas include the following Metropolitan Statistical Areas (“MSA”), with data as of January 23, 2023 (the most recent data available) set forth below:

•	The Sacramento MSA (Sacramento County Only), with branches in Sacramento, Elk Grove, Galt and Walnut Grove. This county had a Population of 1.6 million and a Per Capita Income of approximately $36,152. The MSA includes significant<br> employment in the following sectors: government, education & health trade, and transportation & utilities. Unemployment was at 3.5%.

•	The Stockton-Lodi MSA, with branches in Lodi, Linden, Stockton, Lockeford and Manteca. This MSA had a Population of 0.79 million and a Per Capita Income of approximately $30,628. The MSA includes significant employment in the following<br> sectors: trade, transportation & utilities, government, and education & health services. Unemployment was at 5.2%.
•	The Vallejo-Fairfield MSA (Rio Vista Only, census tract 2535.01 & 2535.02), with a branch in Rio Vista. This census tract had a Population of approximately 10,000 and a Per Capita Income of approximately $44,012. The city includes<br> significant employment in the following industries: agriculture, manufacturing, tourism and other services. Unemployment was at 3.6%.
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•	The Modesto MSA, with branches in Modesto, Riverbank and Turlock. This MSA had a Population of 0.55 million and a Per Capita Income of approximately $29,195. The MSA includes significant employment in the following sectors: trade,<br> transportation & utilities, educational & health services, and government. Unemployment was at 5.3%.
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•	The Merced MSA, with branches in Hilmar and Merced. This MSA had a Population of 0.29 million and a Per Capita Income of approximately $24,521. The MSA includes significant employment in the following sectors: government, trade,<br> transportation & utilities, and farming. Unemployment was at 7.4%.
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•	The Oakland-Hayward-Berkeley MSA, with branches in Concord, Walnut Creek, and Oakland. This MSA had a Population of 2.8 million and a Per Capita Income of approximately $53,736. The MSA includes significant employment in the following<br> sectors: professional & business services, educational & health services, trade, and transportation & utilities. Unemployment was at 2.8%.
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•	The Napa MSA, with a branch in Napa. This MSA had a Population of 0.14 million and a Per Capita Income of approximately $49,641. The MSA includes significant employment in the following sectors: manufacturing, leisure &<br> hospitality, trade, and educational & health services. Unemployment was at 3.0%.
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Through its network of banking offices, the Company emphasizes personalized service along with a broad range of banking services to businesses and individuals located in the service areas of its offices. Although the Company focuses on marketing its services to small and medium-sized businesses, a broad range of retail banking services are also made available to the local consumer market.

The Company offers a wide range of deposit products. These include checking, savings, money market, time certificates of deposit, individual retirement accounts and online banking services for both business and personal accounts.

The Company provides a broad complement of lending products, including commercial, commercial real estate, real estate construction, agribusiness, consumer, credit card, residential real estate loans, and equipment leases. Commercial products include term loans, leases, lines of credit and other working capital financing and letters of credit. Financing products for individuals include automobile financing, lines of credit, residential real estate, home improvement and home equity lines of credit.

The Company also offers a wide range of specialized services designed for the needs of its commercial accounts. These services include a credit card program for merchants, lockbox and other collection services, account reconciliation, investment sweep, on-line account access, and electronic funds transfers by way of domestic and international wire and automated clearinghouse.

The Company makes investment products available to customers, including mutual funds and annuities. These investment products are offered through a third party, which employs investment advisors to meet with and provide investment advice to the Company’s customers.

Competition

The banking and financial services industry in California generally, and in the Company’s market areas specifically, is highly competitive. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial service providers. The Company competes with other major commercial banks, diversified financial institutions, credit unions, savings institutions, money market and other mutual funds, mortgage companies, and a variety of other non-banking financial services and advisory companies. Federal legislation encourages competition between different types of financial service providers and has fostered new entrants into the financial services market. It is anticipated that this trend will continue. Using the financial holding company structure, insurance companies and securities firms may compete more directly with banks and bank holding companies.

Many of our competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader range of financial services than the Company. In order to compete with other financial service providers, the Company relies upon personal contact by its officers, directors, employees, and stockholders, along with various promotional activities and specialized services. In those instances where the Company is unable to accommodate a customer’s needs, the Company may arrange for those services to be provided through its correspondents.

The market shares of the Bank and all other banks within the eight counties in California in which we operate, at June 30, 2022 (the most recent data available), as reported by FDIC, are as follows:

	F&M Bank		All Banks		F&M Bank
County	Deposits		Deposits		Deposit Share
(Dollars in thousands)
San Joaquin	$	2,142,903	$	16,146,195		13.27	%
Merced		295,062		3,478,972		8.48	%
Stanislaus		1,040,376		12,326,338		8.44	%
Solano		204,523		7,100,485		2.88	%
Sacramento		669,990		50,151,517		1.34	%
Contra Costa		398,741		66,591,080		0.60	%
Napa		22,563		6,050,434		0.37	%
Alameda		817		72,077,695		0.00	%
Total	$	4,774,975	$	233,922,716		2.04	%

Human Capital Resources

As of December 31, 2022, we employed 374 full-time-equivalent employees. The Company believes that its employee relations are satisfactory. For the year ended December 31, 2022, salaries and employee benefits expense totaled $64 million, representing 69% of our total non-interest expense. Expenses related to education, training, recruiting and placement exceeded $500,000 for the period ended December 31, 2022.

We are led by an experienced management team with substantial experience in the markets we serve and the financial products we offer. Our business strategy focuses on providing products and services through long-term relationship managers. As a result, our success depends heavily on the performance of our employees, as well as on our ability to attract, motivate and retain highly qualified employees at all levels of the Company. We believe that our work environment contributes to employee satisfaction and retention.

We are committed to maintaining a work environment where every employee is treated with dignity and respect, free from the threat of discrimination and harassment. As stated in our Board approved (i) Code of Conduct and (ii) Prohibited Harassment Policy, we expect these same standards to apply to all stakeholders, and to our interactions with customers, vendors and independent contractors.

We are firmly committed to providing equal employment and advancement opportunities to all qualified individuals and will not tolerate any discrimination or harassment of any kind. Team members are encouraged to immediately report any discrimination or harassment to their supervisor and human resources.

Policies and Planning

We are proud to be an Equal Opportunity Employer and enforce those values throughout all of our operations. We prohibit discrimination in hiring or advancement against any individual on the basis of race, color, religion, gender, sex, national origin, age, marital status, pregnancy, physical or mental disability, genetics, veteran status, sexual orientation, or any other characteristic protected by applicable law.

We strive to ensure our team members have access to working conditions that provide a safe and healthy environment, free from work-related injuries and illnesses. Many of our locations employ badges and keypads to enter or to enter restricted areas of locations that have a public presence.

Each year our annual planning and budgeting process involves an assessment of staffing levels and skills and results in the development of targets for recruitment and training. In addition, our Board of Directors reviews all succession plans in place for key personnel.

Recruitment

We strive to recruit talent from both local educational institutions and the banking industry. The Company has full-time staff dedicated to our recruitment efforts and we utilize many of the major recruitment firms and websites. Annually we visit local colleges and universities for job fairs and other recruitment events, which we believe allows us to identify those students who have the skills and aptitudes we need in the Company. The results of these efforts has been a consistent flow of candidates to fill our staffing needs as we grow.

Compensation

Salary and Bonuses

We have job descriptions and salary grade ranges for all of our positions. Annually, we use outside survey firms to provide information on market pay. We also pay performance-based bonuses to our employees. During 2022, total bonus compensation amounted to over 30% of base salaries. We believe that this “pay-for-performance” approach allows us to effectively recruit and retain key employees.

Retirement Plans

All employees are eligible to participate in our Profit Sharing Plan after one year of service and having worked at least 1,000 hours. The Company makes contributions equal to 5% of the employee’s eligible compensation and discretionary contributions determined annually by the Board of Directors. This is not a matching based program; employees receive these contributions regardless of whether they make individual contributions to our 401(K) program. During 2022 total expenses for the Profit Sharing Plan amounted to over 10% of base salaries, a level that we believe helps us in recruitment and retention.

Medical and Other Benefits

In addition to competitive salaries, incentives and retirement benefits, we provide comprehensive medical, dental, and vision plans, health savings accounts, paid sick time, long-term disability, basic life and AD&D insurance, flexible spending accounts, and employee assistance and wellness programs.

Training

Job Related

We support team members, should they wish to continue their education in subjects and fields that are directly related to our operations, activities, and objectives. We encourage our team members to pursue educational opportunities that will help improve job performance and professional development. To further this goal, we reimburse tuition and certain fees for satisfactory completion of approved educational courses and certain certifications. Included are college credit courses at accredited colleges and universities, continuing education courses and certification exams.

Diversity and Inclusion

To foster a deeper understanding regarding diversity and inclusion, the Company assigns all employees diversity and inclusion training - Diversity Made Simple. The

      diversity course is mandatory for all staff. As of December 31, 2022, all employees had met their diversity and inclusion training obligations.

Harassment Prevention

The Company assigns all employees prohibitive harassment training. Every two years non-supervisory employees receive one hour of harassment prevention training while supervisors receive two hours of harassment prevention training. Newly hired employees are assigned harassment prevention and must complete the training within six months of hire or promotion. Following the initial training, all employees must complete training every two years, at minimum. As of December 31, 2022, all employees had met their harassment prevention training requirements for 2022.

Performance Evaluation

The Company has implemented a Performance Planning, Coaching and Evaluation (“PPC&E”) system that requires each year that employees and their managers establish detailed goals and objectives. Annually, employees are reviewed relative to their progress in achieving those goals, with the objective of reducing performance surprises and encouraging behavior that is consistent with Company objectives. We believe that this PPC&E discipline is important in retaining and growing our employees.

Government Policies

The Company’s profitability, like that of most financial institutions, is significantly dependent on interest rate differentials. The difference between the interest rates paid by the Company on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received by the Company on its interest-earning assets, such as loans and leases extended to its customers and securities held in its investment portfolio, comprise the major portion of the Company’s earnings. These rates are highly sensitive to many factors that are beyond the control of the Company and the Bank, such as inflation, recession, unemployment, and the monetary policy of the FRB. The impact that changes in economic conditions might have on the Company and the Bank cannot be predicted.

The business of the Company is also influenced by the monetary and fiscal policies of the federal government and the policies of regulatory agencies, particularly the FRB. The FRB implements national monetary policies (with objectives such as curbing inflation and maximum employment, stable prices, and moderate long-term interest rates) through its open-market operations in U.S. Government securities by adjusting the required level of reserves for depository institutions subject to its reserve requirements, and by varying the target federal funds and discount rates applicable to borrowings by depository institutions.

The actions of the FRB in these areas influence the growth of bank loans and leases, investments, and deposits and affect interest rates earned on interest-earning assets and paid on interest-bearing liabilities. The nature and impact on the Company of any future changes in monetary and fiscal policies cannot be predicted.

From time to time, legislative acts, as well as regulations, are enacted which have the effect of increasing the cost of doing business, limiting or expanding permissible activities, or affecting the competitive balance between banks and other financial services providers. Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies, and other financial institutions and financial services providers are frequently made in the U.S. Congress, in the state legislatures, and before various regulatory agencies. This legislation may change banking statutes and the operating environment of the Company and the Bank in substantial and unpredictable ways. If enacted, such legislation or regulations could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings institutions, credit unions, and other financial institutions. The Company cannot predict whether any of this potential legislation will be enacted, and if enacted, the effect that it, or any implemented regulations, would have on the financial condition or results of operations of the Company or any of its subsidiaries.

Supervision and Regulation

General

Bank holding companies and banks are extensively regulated under both federal and state law. The regulation is intended primarily for the protection of the banking system and the Deposit Insurance Fund and clients of insured depository institutions and not for the benefit of stockholders of the Company. This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that, while not publicly available, can affect the conduct and growth of their businesses. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

Set forth below is a summary description of the material laws and regulations, which relate to the operations of the Company and the Bank. This description does not purport to be complete and is qualified in its entirety by reference to the applicable laws and regulations.

The Company

The Company is a registered bank holding company and is subject to regulation under the Bank Holding Company Act of 1956, as amended (“BHCA”). Accordingly, the Company’s operations are subject to extensive regulation and examination by the FRB. The Company is required to file with the FRB quarterly and annual reports and such additional information as the FRB may require pursuant to the BHCA. The FRB conducts periodic examinations of the Company.

The FRB may require that the Company terminate an activity, terminate control of, liquidate, or divest certain subsidiaries or affiliates when the FRB believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness or stability of any of its banking subsidiaries. The FRB also has the authority to regulate provisions of certain bank holding company debt. Under certain circumstances, the Company must file written notice with, and obtain approval from, the FRB prior to purchasing or redeeming its equity securities.

Under the BHCA and regulations adopted by the FRB, a bank holding company and its non-banking subsidiaries are prohibited from requiring certain tie-in arrangements in connection with an extension of credit, lease or sale of property, or furnishing of services. For example, with certain exceptions, a bank may not condition an extension of credit on a promise by its customer to obtain other services provided by it, its holding company or other subsidiaries, or on a promise by its customer not to obtain other services from a competitor. In addition, federal law imposes certain restrictions on transactions between Farmers & Merchants Bancorp and its subsidiaries. Further, the Company is required by the FRB to maintain certain levels of capital. See “Capital Standards.”

The Company is prohibited by the BHCA, except in certain statutorily prescribed instances, from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or furnishing services to its subsidiaries. However, the Company, subject to the prior notice to, and/or approval of, the FRB, may engage in any, or acquire shares of companies engaged in, any activities that are deemed by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

A bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, it is the FRB’s policy, that in serving as a source of strength to its subsidiary banks, a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. This support may be required at times when a bank holding company may not be able to provide such support. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the FRB to be an unsafe and unsound banking practice or a violation of the FRB’s regulations or both.

The Company is not a financial holding company for purposes of the BHCA.

The Company is also a bank holding company within the meaning of the California Financial Code. As such, the Company and its subsidiaries are subject to examination by, and may be required to file reports with, the DFPI.

The Company’s common stock is registered with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, the Company is subject to the reporting, proxy solicitation and other requirements and restrictions of the Exchange Act.

The Bank

The Bank, as a California-chartered non-FRB member bank, is subject to primary supervision, periodic examination and regulation by the DFPI and the FDIC. If, as a result of an examination of the Bank, the FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the Bank’s operations are unsatisfactory, or that the Bank or its management is violating or has violated any law or regulation, various remedies are available to the FDIC.

Such remedies include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in capital, to restrict the growth of the Bank, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate the Bank’s deposit insurance, which for a California-chartered bank would result in a revocation of the Bank’s charter. The DFPI has many of the same remedial powers.

Various requirements and restrictions under the laws of the State of California and the United States affect the operations of the Bank. State and federal statutes and regulations relate to many aspects of the Bank’s operations, including reserves against deposits, ownership of deposit accounts, interest rates payable on deposits, loans and leases, investments, mergers and acquisitions, borrowings, dividends, locations of branch offices, and capital requirements. Further, the Bank is required to maintain certain levels of capital. See “Capital Standards.”

The Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) - The Dodd-Frank Act implemented sweeping reform across the U.S.

      financial regulatory framework, including, among other changes:

•	creating a Financial Stability Oversight Council tasked with identifying and monitoring systemic risks in the financial system;
•	creating the Consumer Financial Protection Bureau (“CFPB”), which is responsible for implementing, examining and enforcing compliance with federal consumer financial protection laws;
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•	requiring the FDIC to make its capital requirements for insured depository institutions countercyclical, so that capital requirements increase in times of economic expansion and decrease in times of economic contraction;
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•	imposing more stringent capital requirements on bank holding companies and subjecting certain activities, including interstate mergers and acquisitions, to heightened capital conditions;
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•	changing the assessment base for federal deposit insurance from the amount of the insured deposits held by the depository institution to the depository institution’s average total consolidated assets less tangible equity, eliminating<br> the ceiling on the size of the FDIC’s Deposit Insurance Fund and increasing the floor on the size of the FDIC’s Deposit Insurance Fund;
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•	eliminating all remaining restrictions on interstate banking by authorizing state banks to establish de novo banking offices in any state that would permit a bank chartered in that state to open a banking office at that location;
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•	repealing the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts; and
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•	in the so-called “Volcker Rule,” subject to numerous exceptions, prohibiting depository institutions and affiliates from certain investments in, and sponsorship of, hedge funds and private equity funds and from engaging in proprietary<br> trading.
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On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (“Economic Growth Act”), which repealed or modified certain provisions of the Dodd-Frank Act and eased regulations on all but the largest banks.

The Economic Growth Act’s highlights include improving consumer access to mortgage credit that, among other things: (i) exempt banks with less than $10 billion in assets from the ability-to-repay requirements for certain qualified residential mortgage loans; (ii) do not require appraisals for certain transactions valued at less than $400,000 in rural areas; (iii) exempt banks and credit unions that originate fewer than 500 open-end and 500 closed-end mortgages from the Home Mortgage Disclosure Act’s (“HMDA”) expanded data disclosures (the provision would not apply to nonbanks and would not exempt institutions from HMDA reporting altogether); (iv) amend the SAFE Mortgage Licensing Act by providing registered mortgage loan originators in good standing with 120 days of transitional authority to originate loans when moving from a federal depository institution to a non-depository institution or across state lines; (v) require the CFPB to clarify how Truth in Lending Disclosure (“TRID”) rules apply to mortgage assumption transactions and construction-to-permanent home loans as well as outline certain liabilities related to model disclosure use; and (vi) provide that federal banking regulators may not impose higher capital standards on High Volatility Commercial Real Estate exposures unless they are for acquisition, development or construction (“ADC”), and clarifies ADC status. In addition, the Economic Growth Act’s highlights also include regulatory relief for certain institutions, including among other things, simplifying capital calculations by requiring regulators to adopt a threshold for a community bank leverage ratio of between 8% to 10%.

Institutions under $10 billion in assets that meet such community bank leverage ratio will automatically be deemed to be “well-capitalized”, although regulators retain the flexibility to determine that a depository institution may not qualify for the community bank leverage ratio test based on the institution’s risk profile. The Economic Growth Act also exempts community banks from Section 13 of the BHCA if they have less than $10 billion in total consolidated assets; and exempts banks with less than $10 billion in assets, and total trading assets and liabilities not exceeding more than five percent of their total assets, from the Volcker Rule restrictions on trading with their own capital.

The Economic Growth Act also added certain protections for consumers, including veterans and active duty military personnel, expanded credit freezes and created an identity theft protection database. The Economic Growth Act also made changes applicable to bank holding companies, as it raises the threshold for automatic designation as a systemically important financial institution from $50 billion to $250 billion in assets, subjects banks with $100 billion to $250 billion in total assets to periodic stress tests, exempts from stress test requirements entirely banks with under $100 billion in assets, and required the federal banking regulators , within 180 days of passage, to raise the asset threshold under the Small Bank Holding Company Policy Statement from $1 billion to $3 billion. The Economic Growth Act also added certain protections for student borrowers.

Some aspects of the Dodd-Frank Act remain subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us. In addition, the Economic Growth Act modified several provisions in the Dodd-Frank Act, but these remain subject to implementing regulations. Although the reforms primarily target systemically important financial service providers (which the Bank is not), the Dodd-Frank Act’s influence has and is expected to continue to filter down in varying degrees to smaller institutions over time. We will continue to evaluate the effect of the Dodd-Frank Act; however, in many respects, the ultimate impact of the Dodd-Frank Act will not be fully known for years, and no current assurance may be given that the Dodd-Frank Act, or any other new legislative changes, will not have a negative impact on the results of operations and financial condition of the Company and the Bank.

Capital Standards

The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations, both for transactions reported on the balance sheet as assets and for transactions, such as letters of credit and recourse arrangements, that are recorded as off-balance sheet items. In 2013, the FRB, FDIC, and Office of the Comptroller of the Currency issued final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations.

The rules implement the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards, as well as implementing certain provisions of the Dodd-Frank Act.

The Basel III Capital Rules became effective for the Company and the Bank on January 1, 2015 (subject to phase-in periods for some of their components). The Basel III Capital Rules: (i) introduce a new capital measure called Common Equity Tier 1 (“CET1”), and a related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments, which are instruments treated as Tier 1 instruments under the prior capital rules that meet certain revised requirements; (iii) mandate that most deductions or adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital, as compared to existing regulations. Under the Basel III Capital Rules, for most banking organizations, the most common form of additional Tier 1 capital is non-cumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allowance for credit losses, in each case, subject to the Basel III Capital Rules’ specific requirements.

Under the Basel III Capital Rules, the following are the minimum capital ratios applicable to the Company and the Bank:

•	4.0% Tier 1 leverage ratio;
•	4.5% CET1 to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%;
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•	6.0% Tier 1 capital to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum Tier 1 capital ratio of at least 8.5%; and
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•	8.0% total capital to risk-weighted assets, plus the capital conservation buffer, effectively resulting in a minimum total capital ratio of at least 10.5%.
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The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that: (i) mortgage servicing rights, (ii) deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks, and (iii) significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive income or loss items are not excluded for the purposes of determining regulatory capital ratios; however, non-advanced approaches banking organizations (i.e., banking organizations with less than $250 billion in total consolidated assets or with less than $10 billion of on-balance sheet foreign exposures), including the Company and the Bank, may make a one-time permanent election to exclude these items. The Company and the Bank made this election in 2015 in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of its available-for-sale investment securities portfolio, changes of which are included in accumulated other comprehensive income or loss.

The Basel III Capital Rules prescribe a standardized approach for risk weightings that expands the risk weighting categories from the previous four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, generally ranging from 0% for U.S. Government and agency securities, to 600% for certain equity exposures, depending on the nature of the assets. The Basel III capital rules generally result in higher risk weights for a variety of asset classes. Additional aspects of the Basel III Capital Rules that are relevant to the Company and the Bank include:

•	consistent with the Basel I risk-based capital rules, assigning exposures secured by single-family residential properties to either a 50% risk weight for first-lien mortgages that meet prudent underwriting standards or a 100% risk<br> weight category for all other mortgages;
•	providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (set at 0% under the Basel I risk-based capital rules);
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•	assigning a 150% risk weight to all exposures that are nonaccrual or 90 days or more past due (set at 100% under the Basel I risk-based capital rules), except for those secured by single-family residential properties, which will be<br> assigned a 100% risk weight, consistent with the Basel I risk-based capital rules;
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•	applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans; and
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•	applying a 250% risk weight to the portion of mortgage servicing rights and deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks that are not deducted from CET1 capital<br> (set at 100% under the Basel I risk-based capital rules).
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As of December 31, 2022, the Company’s and the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage requirements of the federal banking agencies for a “well capitalized” institution under the Basel III capital rules on a fully phased-in basis. With respect to the Bank, the Basel III capital rules also revise the prompt corrective action regulations pursuant to Section 38 of the FDIA.

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms, which standards are commonly referred to as Basel IV. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including the recalibration of the risk weights and the introduction of new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provides a new standardized approach for operational risk capital.

Under the Basel framework, these standards were generally effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Bank. The impact of Basel IV on us will depend on how it is implemented by the federal bank regulators.

Prompt Corrective Action (“PCA”)

The FDIA requires federal banking agencies to take PCA in respect of depository institutions that do not meet minimum capital requirements. The FDIA includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The Basel III Capital Rules revised the PCA requirements effective January 1, 2015. Under the revised PCA provisions of the FDIA, an insured depository institution generally will be classified in the following categories based on the capital measures indicated:

					Under-<br><br> <br>capitalized		Significantly<br><br> <br>Under-<br><br> <br>capitalized		Critically<br><br> <br>Under-<br><br> <br>capitalized
Risk-based capital to risk-weighted assets	10.00	%+	8.00	%+	< 8.00%		< 6.00%			N/A
Tier 1 capital to risk-weighted assets	8.00	%+	6.00	%+	< 6.00%		< 4.00%			N/A
CET1 capital to risk-weighted assets	6.50	%+	4.50	%+	< 4.50%		< 3.00%			N/A
Tier 1 leverage capital ratio	5.00	%+	4.00	%+	< 4.00%		< 3.00%			N/A
Tangible equity to assets	N/A		N/A			N/A		N/A	< 2.00%
Supplemental leverage ratio	N/A		3.00	%+	< 3.00%			N/A		N/A

An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios, if it is determined to be operating in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying PCA regulations and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.

The FDIA generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company, if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator by the bank regulators.

The capital classification of a bank holding company and a bank affects the frequency of regulatory examinations, the bank holding company’s and the bank’s ability to engage in certain activities and the deposit insurance premium paid by the bank to the FDIC. As of December 31, 2022, we met the requirements to be classified as “well-capitalized” based upon the aforementioned ratios for purposes of the PCA regulations, as currently in effect.

The Community Bank Leverage Ratio

On November 4, 2019, the federal banking agencies jointly issued a final rule that provides for an optional, simplified measure of capital adequacy, known as the community bank leverage ratio (“CBLR”) framework, for qualifying community banking organizations consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. The CBLR framework is designed to reduce the capital burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community-banking organizations that opt into the framework. The final rule was effective on January 1, 2020.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, off-balance-sheet exposures of 25% or less of total consolidated assets, and trading assets and liabilities of 5% or less of total consolidated assets. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the “well-capitalized” ratio requirements under the PCA regulations. Such a community banking organization would not be subject to other risk-based and leverage capital requirements (including the Basel III and Basel IV requirements). The CBLR is determined by dividing a financial institution’s tangible equity capital by its average total consolidated assets. The rule describes what is included in tangible equity capital and average total consolidated assets. The CBLR framework was available for banks to use in their March 31, 2020, call report. A CBLR bank that ceases to meet any of the qualifying criteria in a future period but maintains a leverage ratio greater than 8% will be allowed a grace period of two reporting periods to satisfy the CBLR qualifying criteria or to otherwise comply with the generally applicable capital requirements. Further, a CBLR bank may opt out of the framework at any time, without restriction, by reverting to the generally applicable capital requirements. The Company and Bank did not opt into the CBLR framework.

Anti-Money Laundering and Office of Foreign Assets Control Regulation

Title III of the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for depository institutions, brokers, dealers and other businesses involved in the transfer of money.

The Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between financial institutions and law enforcement authorities. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

The U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. Financial institutions are responsible for, among other things, blocking accounts of and transactions with such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Banking regulators examine banks for compliance with the economic sanctions regulations administered by OFAC, and failure of a financial institution to maintain and implement adequate OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.

Privacy Restrictions

The Gramm-Leach-Bliley Act (“GLBA”) requires financial institutions in the U.S. to provide certain privacy disclosures to customers and consumers, to comply with certain restrictions on the sharing and usage of personally identifiable information, and to implement and maintain commercially reasonable customer information safeguarding standards.

The Company believes that it complies with all provisions of the GLBA and all implementing regulations and that the Bank has developed appropriate policies and procedures to meet its responsibilities in connection with the privacy provisions of the GLBA.

Dividends and Other Transfer of Funds

Dividends from the Bank constitute the principal source of cash to the Company. The Company is a legal entity separate and distinct from the Bank. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Company. Under such restrictions, the amount available for payment of dividends to the Company by the Bank totaled $141.2 million at December 31, 2022. During 2022, the Bank paid $34.7 million in dividends to the Company.

The FDIC and the DFPI also have authority to prohibit the Bank from engaging in activities that, in their opinion, constitute unsafe or unsound practices in conducting its business. It is possible, depending upon the financial condition of the bank in question and other factors, that the FDIC or the DFPI could assert that the payment of dividends or other payments might, under some circumstances, be an unsafe or unsound practice. Further, the FRB and the FDIC have established guidelines with respect to the maintenance of appropriate levels of capital by banks and bank holding companies under their jurisdiction. Compliance with the standards set forth in such guidelines and the restrictions that are or may be imposed under the PCA provisions of federal law could limit the amount of dividends that the Bank or the Company may pay. An insured depository institution is prohibited from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions if after such transaction the institution would be undercapitalized. The DFPI may impose similar limitations on the Bank. See “Prompt Corrective Action” and “Capital Standards”, above, for a discussion of these additional restrictions on capital distributions.

Transactions with Affiliates

The Bank is subject to certain restrictions imposed by federal law on any extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of the Company or other affiliates, the purchase of, or investments in, stock or other securities of the Company or other affiliates, the taking of such securities as collateral for loans and leases, and the purchase of assets of the Company or other affiliates. Such restrictions prevent the Company and other affiliates from borrowing from the Bank unless the loans are secured by marketable obligations of designated amounts. Further, such secured loans and investments by the Bank to or in the Company or to or in any other affiliates are limited, individually, to 10% of the Bank’s capital and surplus (as defined by federal regulations), and such secured loans and investments are limited, in the aggregate as to all affiliates, to 20% of the Bank’s capital and surplus (as defined by federal regulations).

In addition, the Company and its operating subsidiaries generally may not purchase a low-quality asset from an affiliate, and other specified transactions between the Company or its operating subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices.

Also, the Bank and its operating subsidiaries may engage in transactions with affiliates only on terms and under conditions that are substantially the same, or at least as favorable to the Bank or its subsidiaries, as those prevailing at the time for comparable transactions with (or that in good faith would be offered to) non-affiliated companies. California law also imposes certain restrictions with respect to transactions with affiliates. Additionally, limitations involving the transactions with affiliates may be imposed on the Bank under the PCA provisions of federal law. See “Prompt Corrective Action.”

Safety and Soundness Standards

The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation; credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the financial institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If a financial institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the financial institution’s rate of growth, require the financial institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.

Since the financial crisis of 2008-2009, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the financial institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal, and reputational risk.

In particular, regulatory pronouncements in the past few years have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses. New products and services, third-party risk management and cyber-security are critical sources of operational risk that financial institutions are expected to address in the current environment. The Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and comprehensive internal controls.

Deposit Insurance

As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The premiums fund the Deposit Insurance Fund (“DIF”). The FDIC assesses a quarterly deposit insurance premium on each insured institution based on risk characteristics of the institution and may also impose special assessments in emergency situations. Effective July 1, 2016, the FDIC changed the deposit insurance assessment system for banks, such as the Bank, with less than $10 billion in assets that have been federally insured for at least five years. Among other changes, the FDIC eliminated risk categories for such banks and now uses the “financial ratios method” to determine assessment rates for all such banks. Under the financial ratios method, the FDIC determines assessment rates based on a combination of financial data and supervisory ratings that estimate a bank’s probability of failure within three years. The assessment rate determined by considering such information is then applied to the amount of the institution’s average assets minus average tangible equity to determine the institution’s insurance premium.

On October 18, 2022, the FDIC adopted a final rule, applicable to all insured depository institutions to increase the initial base deposit insurance assessment rate schedules uniformly by two basis points consistent with the Amended Restoration Plan approved by the FDIC on June 21, 2022. The FDIC indicated that it was taking this action in order to restore the Deposit Insurance Fund (DIF) reserve ratio to the required statutory minimum of 1.35% by the statutory deadline of September 30, 2028. The FDIC said that the reserve ratio had declined below this level because of the increase in insured deposits since the start of the COVID-19 pandemic and other factors that affect the level of the DIF. Under the final rule, the increase in rates will begin with the first quarterly assessment period of 2023 and will remain in effect unless and until the reserve ratio meets or exceeds 2% in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2% reserve ratio. The increase in assessment rates will apply to F&M Bank and is projected to have an insignificant effect on the Company’s capital levels and net income.

The Bank’s FDIC premiums were $1.4 million, $1.2 million, and $517,000 for the three years ended December 31, 2022, 2021, and 2020, respectively. In 2020, the Bank’s FDIC premiums were reduced by a one-time small bank assessment credit applied by the FDIC. This assessment credit was not available in 2021 or 2022. Future increases in insurance premiums could have adverse effects on the operating expenses and results of operations of the Company. Management cannot predict what the FDIC insurance assessment rates will be in the future.

Insurance of a bank’s deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or the Bank’s primary regulator. Management of the Company is not aware of any practice, condition or violation that might lead to termination of the Company’s deposit insurance.

Community Reinvestment Act (“CRA”) and Fair Lending

The Bank is subject to certain fair lending requirements involving lending, investing, and other CRA activities. CRA requires each insured depository institution to identify the communities served by the institution’s offices and to identify the types of credit and investments the institution is prepared to extend within such communities including low and moderate-income neighborhoods. It also requires the institution’s regulators to assess the institution’s performance in meeting the credit needs of its community and to consider such assessment in reviewing applications for mergers, acquisitions, relocation of existing branches, opening of new branches, and other transactions. A bank may be subject to substantial penalties and corrective measures for a violation of certain fair lending laws.

A bank’s compliance with the Community Reinvestment Act is assessed using an evaluation system, which bases CRA ratings on an institution’s lending, service and investment performance. An unsatisfactory rating may be the basis for denying a merger application. The Bank’s latest CRA examination was completed by the FDIC in August 2022 and the Bank received an overall Outstanding rating in complying with its CRA obligations. On May 5, 2022, the FDIC, Board of Governors of the Federal Reserve System (“FRB”) and the Office of the Comptroller of the Currency (“OCC”) announced a proposal to modernize the agencies’ regulations under the CRA that have not been substantively updated for over 25 years. As of the date hereof, a final rule has not been issued.

Consumer Protection Regulations

Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their transactions with banks. These laws include, among others, laws regarding unfair and deceptive acts and practices and usury laws, as well as the following consumer protection statutes: Truth in Lending Act, Truth in Savings Act, Electronic Fund Transfer Act, Expedited Funds Availability Act, Equal Credit Opportunity Act, Fair and Accurate Credit Transactions Act, Fair Housing Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Gramm-Leach-Bliley Act, Home Mortgage Disclosure Act, Right to Financial Privacy Act, Servicemembers Civil Relief Act, Military Lending Act and Real Estate Settlement Procedures Act.

Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These federal, state and local laws regulate the manner in which financial institutions deal with customers when taking deposits, making loans or conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general and civil or criminal liability. Failure to comply with consumer protection requirements may also result in our failure to obtain any required bank regulatory approval for merger or acquisition transactions we may wish to pursue or our prohibition from engaging in such transactions even if approval is not required.

The structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce federal consumer protection laws. The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations by the CFPB have created a more intense and complex environment for consumer finance regulation. The CFPB has significant authority to implement and enforce federal consumer protection laws and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive or abusive acts and practices. The review of products and practices to prevent such acts and practices is a continuing focus of the CFPB, and of banking regulators more broadly. The ultimate impact of this heightened scrutiny is uncertain but could result in changes to pricing, practices, products and procedures. It could also result in increased costs related to regulatory oversight, supervision and examination, additional remediation efforts and possible penalties. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. The CFPB also has the authority to obtain cease and desist orders providing for affirmative relief or monetary penalties. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.

The CFPB is authorized to issue rules for both bank and non-bank companies that offer consumer financial products and services, subject to consultation with the prudential banking regulators. In general, however, banks with assets of $10 billion or less, such as the Bank, will continue to be examined for consumer compliance by their primary bank regulator.

Notice and Approval Requirements Related to Control

Banking laws impose notice, approval and ongoing regulatory requirements on any stockholder or other party that seeks to acquire direct or indirect "control" of an FDIC-insured depository institution. These laws include the BHCA and the Change in Bank Control Act. Among other things, these laws require regulatory filings by a stockholder or other party that seeks to acquire direct or indirect "control" of an FDIC-insured depository institution or bank holding company. The determination whether an investor "controls" a depository institution is based on all of the facts and circumstances surrounding the investment. As a general matter, a party is deemed to control a depository institution or other company if the party owns or controls 25% or more of any class of voting stock. Subject to rebuttal, a party may be presumed to control a depository institution or other company if the investor owns or controls 10% or more of any class of voting stock. Ownership by family members, affiliated parties, or parties acting in concert, is typically aggregated for these purposes. If a party's ownership of the Company were to exceed certain thresholds, the investor could be deemed to "control" the Company for regulatory purposes. This could subject the investor to regulatory filings or other regulatory consequences.

In addition, except under limited circumstances, bank holding companies are prohibited from acquiring, without prior approval:

•	control of any other bank or bank holding company or all or substantially all the assets thereof; or
•	more than 5% of the voting shares of a bank or bank holding company which is not already a subsidiary.
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Incentive Compensation

In 2010, the federal bank regulatory agencies issued comprehensive guidance intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of those organizations by encouraging excessive risk-taking. The incentive compensation guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk-management, control and governance processes. The incentive compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon three primary principles: (1) balanced risk-taking incentives; (2) compatibility with effective controls and risk management; and (3) strong corporate governance. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or take other actions. In addition, under the incentive compensation guidance, a banking organization’s federal supervisor may initiate enforcement action if the organization’s incentive compensation arrangements pose a risk to the safety and soundness of the organization.

In 2016, several federal financial agencies (including the FRB and FDIC) re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets.

For institutions with at least $1 billion but less than $50 billion in total consolidated assets, the proposal would impose principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions would be prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution: (i) by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits; or (ii) that could lead to material financial loss to the institution. The comment period for these proposed regulations has closed, but a final rule has not been published. Depending upon the outcome of the rule making process, the application of this rule to us could require us to revise our compensation strategy, increase our administrative costs and adversely affect our ability to recruit and retain qualified employees. Further, as discussed above, the Basel III Capital Rules limit discretionary bonus payments to bank executives if the institution’s regulatory capital ratios fail to exceed certain thresholds that started being phased in on January 1, 2016.

Available Information

Company reports filed with the SEC including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and ownership reports filed by directors, executive

      officers and principal stockholders can be accessed through the Company’s website at http://www.fmbonline.com. The link to the SEC is on the About Us page. The Company’s reports may also be accessed at
      the SEC’s Internet website \(http://www.sec.gov\).

Item 1A.	Risk Factors

An investment in our common stock is subject to risks inherent in our business. The material risks and uncertainties that management believes may affect our business are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this 10-K Report. The risks and uncertainties described below are not the only ones facing our business. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment.

Risks Related to COVID-19 Pandemic

The outbreak of the COVID-19 pandemic in early 2020 caused a significant global economic downturn which adversely affected our business and results of operations.

In late 2021 and early 2022, as vaccination rates increased across the markets we serve and governmental restrictions were eased, economic activity began to improve, and at the current time COVID-19 is not having any material adverse impact on our business activities and financial results. However, the COVID-19 virus continues to develop new strains and no assurances can be given that these or other variants of the virus will not lead to future governmental restrictions on economic activity or have other materially adverse effects on the local and national economy and our business.

Even if the COVID-19 outbreak continues to subside locally and nationally, we may experience material adverse impacts to our business as a result of the continuing global economic impact of the virus.

For additional information regarding the COVID-19 pandemic and its consequences for our business, see “COVID-19 (Coronavirus) Disclosure” above in this Annual Report on Form 10-K.

Risks Relating to the Industry and Geographic Area in Which We Operate and the U.S. Economy

As a financial services company, our business and operations may be adversely affected by weak economic conditions. Our business operations, which

      primarily consist of lending money to clients in the form of loans, borrowing money from clients in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S.
      economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained. In addition, economic conditions in foreign countries could affect the stability of global financial markets, which could
      hinder U.S. economic growth. Our business is also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other
      factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our financial condition and operations.

A large portion of our loan portfolio is tied to the real estate market where we operate and we may be negatively impacted by downturns in that market. A

      significant percentage of our loans are real estate related, consisting of loans for construction and land development projects, and for the purchase, improvement or refinancing of residential and commercial real estate. A downturn in the real
      estate market could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Real estate collateral provides an alternate source of
      repayment in the event of default by the client and may deteriorate in value during the time the credit is extended. If values decline, it is also more likely that we would be required to increase our allowance for credit losses. If during a
      period of reduced real estate values we are required to liquidate the property collateralizing a loan to satisfy the debt or to increase our allowance for credit losses, it could materially reduce our profitability and adversely affect our
      financial condition.

Although only 4.7% of our loan portfolio consisted of real estate construction, and acquisition and land development loans as of December 31, 2022, such loans generally have a higher degree of risk than long-term financing of existing properties because repayment depends on the completion of the project and usually on the sale or long term financing of the property. The COVID-19 pandemic has had, and may continue to have, an impact on the ability of our clients to complete these projects on time and within budget, particularly with respect to access to materials and labor and costs of the same. In addition, these loans are often “interest-only loans,” which normally require only the payment of interest accrued prior to maturity. Interest-only loans carry greater risk than other loans because no principal is paid prior to maturity. This risk is particularly apparent during periods of rising interest rates and declining real estate values. If there is a significant decline in the real estate market due to a material increase in interest rates or for other reasons, many of these loans could default and result in foreclosure. If we are forced to foreclose on a project prior to completion, we may not be able to recover the entire unpaid portion of the loan or we may be required to fund additional money to complete the project or hold the property for an indeterminate period. In addition, real estate exposes us to incurring costs and liabilities for environmental contamination and remediation. Any of these outcomes may result in losses and reduce our earnings.

The FDIC has given guidance recommending that if the sum of (i) certain categories of CRE loans and (ii) acquisition, development and construction loans (“ADC loans”) exceeds 300% of total risk-based capital, or if ADC loans exceed 100% of total risk- based capital, heightened risk management practices should be employed to mitigate risk. As of December 31, 2022, our ratio for the sum of CRE and ADC loans was 190% and our ratio for ADC loans was 32.27%. Our concentration in ADC loans is cyclical and tends to increase in the second and third quarters of each year as demand for ADC loans increases. An increase in ADC loan concentration could cause our ratio for ADC loans to increase and even exceed the FDIC’s guideline. We have exceeded these guidance ratios at times in the past and may do so in the future. We actively monitor and believe that we effectively manage our CRE and ADC loan concentrations. If we exceed the FDIC’s guidelines and do not effectively manage the risk of our CRE and ADC loans, we may be subject to regulatory scrutiny, including a requirement to raise additional capital, reduce our loan concentrations, or undertake other remedial actions.

We could suffer material credit losses if we do not appropriately manage our credit risk. There are risks inherent in making any loan, including risks

      in dealing with individual clients, risks of non-payment, risks resulting from uncertainties as to the future value of collateral and risks resulting from changes in economic and industry conditions. Changes in the economy may cause the
      assumptions that we made at origination to change and may cause clients to be unable to make payments on their loans. There is no assurance that our credit risk monitoring and loan approval procedures are or will be adequate to address the
      inherent risks associated with lending. Any failure to manage such risks may materially adversely affect our financial condition and results of operations.

The small to medium-sized businesses that we lend to may have fewer resources to weather adverse business and economic developments, which may impair their

        ability to repay a loan, and such impairment could adversely affect our operations and financial condition.  Our business strategy targets primarily small to medium-sized businesses, which
      frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete, and may experience substantial volatility in operating results, any of
      which may impair a client’s ability to repay a loan.

The success of a small to medium-sized business often depends on the management skills, talents and efforts of one or a small number of people, and the death, disability or resignation of one or more of these people could have a material adverse impact on the business and its ability to repay its loan. If general economic conditions negatively affect California and small to medium-sized businesses are adversely affected or our clients are otherwise affected by adverse business conditions or developments, our business, financial condition and operations could be adversely affected.

Our profitability depends on interest rates generally, and we may be adversely affected by changes in market interest rates. Our profitability depends in

      substantial part on our net interest income. Our net interest income depends on many factors that are partly or completely outside of our control, including competition, monetary and fiscal policies, and economic conditions generally. Our net
      interest income will be adversely affected if market interest rates change so that the interest we pay on deposits and borrowings increases faster than the interest we earn on loans and investments. In addition, an increase in interest rates
      could adversely affect clients’ ability to pay the principal or interest on existing loans or reduce their borrowings. This may lead to an increase in our non-performing assets, a decrease in loan originations, or a reduction in the value of and
      income from our loans, any of which could have a material and negative effect on our operations. Fluctuations in market rates and other market disruptions are neither predictable nor controllable and may adversely affect our financial condition
      and earnings.

During 2022, inflationary pressures began to affect many aspects of the U.S. economy, including gasoline and fuel prices, and global and domestic supply-chain issues have also had a disruptive effect on many industries, including the agricultural industry. In response, the FRB increased short-term interest rates by 4.25% in 2022, and further increases are generally expected in 2023. The impact of these developments on the business of our clients and on our business cannot be predicted with certainty but could present challenges in 2023 and beyond.

Beginning in 2021, the U.S. economy began to reflect relatively rapid rates of increase in the consumer price index and other economic indices; a prolonged

        elevated rate of inflation could present risks for the U.S. banking industry and our business.  During the latter part of 2021 and into 2022, the U.S. economy exhibited relatively rapid rates of increase in the consumer price index and
      other economic indices. Pandemic-related supply chain disruptions may be contributing to this development.   If the U.S. economy encounters a significant, prolonged rate of inflation, this could pose higher relative risks to the banking industry
      and our business.  Such inflationary periods have historically corresponded with relatively weaker earnings and higher loan losses for banks.

In the past, inflationary environments have caused financing conditions to tighten and have increased borrowing costs for some marginal borrowers, which, in turn, has impacted bank credit quality and loan growth.

Additionally, a sustained period of inflation could prompt broad-based selling of longer-duration, fixed-rate debt, which could have negative implications for equity and real estate markets. Small businesses and leveraged loan borrowers can be challenged in a materially higher-rate environment. Higher interest rates can also present challenges for commercial real estate projects, pressuring valuations and loan-to-value ratios.

In addition, the outbreak of hostilities between Russia and Ukraine and global reactions thereto have increased U.S. domestic and global energy prices. Oil supply disruptions related to the Russia-Ukraine conflict, and sanctions and other measures taken by the U.S. or its allies, have led to higher costs for gas, food and goods in the U.S. and exacerbated the inflationary pressures on the economy, with potentially adverse impacts on our customers and on our business, results of operations and financial condition.

We face strong competition from banks, credit unions and other financial services providers that offer banking services, which may limit our ability to attract

        and retain banking clients.  Competition in the banking industry generally, and in our geographic market specifically, is strong. Competitors include banks, as well as other financial services providers, such as savings and loan
      institutions, consumer finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. Our competitors include several larger national and regional financial institutions whose greater
      resources may afford them a marketplace advantage inasmuch as they may offer a wider array of banking services at better rates and be able to target a broader client base through more extensive promotional and advertising campaigns. Moreover,
      larger competitors may not be as vulnerable as we are to downturns in the local economy and real estate market since they have a broader geographic area and their loan portfolio is more diversified. While our deposit base has increased, several
      banks have grown their deposit market share in our markets faster than we have resulting in a declining relative deposit market share for us in our existing markets. We believe our declining relative market share in deposits has resulted
      primarily from aggressive marketing and advertising, in-migration of more competitors, expanded delivery channels and more attractive rates offered by larger bank competitors. We also compete against community banks, credit unions and non-bank
      financial services companies that have strong local ties. These smaller institutions are likely to cater to the same small to medium-sized businesses that we target. Additionally, financial technology companies allow clients to obtain loans via
      the Internet in an expeditious manner and have become competitors.  If we are unable to attract and retain customers, we may be unable to continue to grow our loan and deposit portfolios and our operations and financial condition may otherwise be
      adversely affected. Ultimately, we may be unable to compete successfully against current and future competitors.

Our financial results may be impacted by the cyclicality and seasonality of our agricultural lending business. The Company has provided financing to

      agricultural customers in the mid Central Valley of California throughout its history. We recognize the cyclical nature of the industry, often caused by fluctuating commodity prices, changing climatic conditions and the availability of seasonal
      labor, and manage these risks accordingly. The Company remains committed to providing credit to agricultural customers and will always have a material exposure to this industry. Although the Company’s loan portfolio is believed to be well
      diversified, at various times during 2022 a significant portion of the Company’s loans \(as much as 29.8%\) were outstanding to agricultural borrowers. Commitments are well diversified across various commodities, including dairy, grapes, walnuts,
      almonds, cherries, apples, pears, and various row crops. Additionally, many individual borrowers are themselves diversified across commodity types, reducing their exposure, and therefore the Company’s, to cyclical downturns in any one commodity.

The Company’s service areas can also be significantly impacted by the seasonal operations of the agricultural industry. As a result, the Company’s financial results can be influenced by the banking needs of its agricultural customers. Generally speaking, during the spring and summer customers draw down their deposit balances and increase loan borrowings to fund the purchase of equipment and the planting of crops. Deposit balances are replenished and loans repaid in late fall and winter as crops are harvested and sold. Disruptions in the global supply chain arising from the COVID-19 pandemic may adversely affect the ability of some of our agricultural customers to efficiently export their agricultural products and in turn may adversely affect their results of operations or financial condition and their ability to repay loans we have made to them.

The impact of climate change and governmental and societal responses to climate change, including on the availability of water and the transition to a low-carbon

        economy, could adversely affect our business and our clients’ businesses.  Despite the fact that 2023 began with significant levels of precipitation in California, the State has experienced severe drought conditions at times over the
      past several years. These weather patterns reinforce the fact that the long-term risks associated with the availability of water are significant. The farming belt of the Central Valley is often cited as an example of an area that experienced
      extreme drought. However, not all areas of the state are impacted equally, and this is particularly true in the Central Valley, which stretches some 450 miles from Bakersfield in the south to Redding in the north. The vast majority of the
      Company’s agricultural customers are located in the mid Central Valley, an area that benefits from the drainage of the Sacramento, American, Mokelumne and Stanislaus rivers.

In addition to the impact of climate has on the availability of water, State and Federal regulators ultimately manage this resource, which may also impact that access of our customers’ water. For example, in 2014, the State of California passed the Sustainable Groundwater Management Act. All Water Districts must develop plans to comply with the Act, including groundwater recharge programs. Although the exact impact of compliance is not currently known, and even prior to 2014 most of the water districts in the Bank’s service area had been developing and implementing management plans, it is possible that some water districts will have to ultimately fallow some ground to achieve compliance with the Act.

Additional legislation and regulatory requirements and changes in consumer preferences, including those associated with the transition to a low-carbon economy, could increase expenses of, or otherwise adversely impact, the Company, its businesses or its customers. We and our customers may face cost increases, asset value reductions, operating process changes, reduced availability of insurance, and the like, as a result of governmental actions or societal responses to climate change. New and/or more stringent regulatory requirements relating to climate change or environmental sustainability could materially affect the Company’s results of operations by increasing our compliance costs. Regulatory changes or market shifts to low-carbon products could also impact the creditworthiness of some of our customers or reduce the value of assets securing loans, which may require the Company to adjust our lending portfolios and business strategies.

Changes to LIBOR may adversely affect the value of, and the return on, our financial instruments that are indexed to LIBOR. In July 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”) which regulates LIBOR announced that it would stop compelling banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA and LIBOR’s administrator, ICE Benchmarks Administration, announced that LIBOR would no longer be provided (i) for the one-week and two-month U.S. dollar settings and for various foreign currency settings after December 31, 2021, and (ii) for the remaining U.S. dollar settings after June 30, 2023. In addition, the FRB issued guidance urging market participants in the U.S. to cease using LIBOR as a reference rate for new contracts entered into after December 31, 2021. There are on-going efforts to establish an alternative reference rate to LIBOR. The Secured Overnight Financing Rate (or SOFR) published by the Federal Reserve Bank of New York (the “FRBNY”) is considered a likely alternative reference rate suitable for replacing LIBOR. SOFR is a broad measure of the cost of overnight borrowings collateralized by U.S. Treasury securities. The Alternative Reference Rates Committee, a group of private-market participants convened by the FRBNY to help ensure a successful transition from U.S. dollar LIBOR to a new reference rate, has recommended adoption of SOFR as the alternative reference rate. The scope of the acceptance of SOFR and the consequent impact on rates, pricing, the value and liquidity of our financial instruments and liquidity of such instruments and the ability to manage risk, including through derivatives, remain uncertain at this time. While some of our existing products or contracts include fallback provisions to alternative reference rates, other products or contracts may not include adequate fallback provisions and may require consent of all parties to any modification. The market transition from LIBOR and similar benchmarks could adversely affect the return on and pricing, liquidity and value of our outstanding products and contracts, cause market dislocations, increase the cost of and access to capital and increase the risk of disputes and litigation in connection with the interpretation and enforceability of our outstanding products and contracts.

Failure of the U.S. Congress to increase the federal government’s debt limit could have material and adverse impacts on the U.S. and global economies and our business. Discussions are occurring between the Administration and the Republican-controlled House of Representatives regarding the increase in the federal government’s statutory debt limit that is expected to be required later in 2023 in order to allow the U.S. to meet its outstanding obligations, including on its borrowings. If the debt limit were not raised and the U.S. were to default on its obligations, there could be material and adverse impacts on the U.S. and global economies with consequent impacts on the business of our customers and our business. Reductions of the ratings on U.S. sovereign debt as a result of issues over the debt ceiling could also have material and adverse impacts on the U.S. economy.

Risks Related to Our Growth

If we are not able to maintain our past levels of growth, our future prospects and competitive position could be diminished and our profitability could be

        reduced. We may not be able to sustain our deposit, loan, and asset growth at the rate we have attained during the past several years, including the significant deposit growth experienced since the onset of the COVID-19 pandemic.  Our
      growth over the past several years has been driven primarily by agricultural and commercial real estate growth in our market areas, growth in non-real estate agricultural and commercial loans, commercial leasing, and residential real estate. A
      failure to attract and retain high performing employees, heightened competition from other financial services providers, and an inability to attract additional core deposits and lending clients, among other factors, could limit our ability to
      grow as rapidly as we have in the past and as such could have a negative effect on our financial condition and operations.

If we are unable to manage our growth effectively, we may incur higher than anticipated costs, and our ability to execute our growth strategy could be impaired.

      It is our objective to continue to grow our assets and deposits by increasing our product and service offerings and expanding our operations organically. Our ability to manage growth successfully will depend on our ability to \(i\) identify
      suitable markets for expansion; \(ii\) attract and retain qualified management; \(iii\) attract funding to support additional growth; \(iv\) maintain asset quality and cost controls; \(v\) maintain adequate regulatory capital and profitability to support
      our lending activities; and \(vi\) may include finding attractive acquisition targets and successfully acquire and integrate the acquisitions in an efficient manner. If we do not manage our growth effectively, we may be unable to realize the
      benefit from our investments in technology, infrastructure, and personnel that we have made to support our expansion. In addition, we may incur higher costs and realize less revenue growth, which would reduce our earnings and diminish our future
      prospects. Failing to maintain effective financial and operational controls, as we grow, such as appropriate loan underwriting procedures, adequate allowances for credit losses and compliance with regulatory requirements could have a negative
      effect on our financial condition and operations, such as increased credit losses, reduced earnings and potential regulatory restrictions on growth.

Entering new market areas, new lines of business, or new products and services may subject us to additional risks. A failure to successfully manage these risks

        may have a material adverse effect on our business. As part of our growth strategy, we have implemented and may continue to enter new market areas and new lines of business. We have expanded into the East Bay area of San Francisco and
      Napa, which are relatively new market areas for us.  We introduced commercial equipment leasing as a new product line a few years ago. There are risks and uncertainties associated with these efforts, particularly in instances where such product
      lines are not fully mature. In developing and marketing new lines of business and/or new products and services and/or shifting the focus of our asset mix and/or expanding into new markets, we may invest significant time and resources. Initial
      timetables may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives in these markets and shifting market preferences, may also affect the
      successful implementation. Failure to successfully manage these risks could have an adverse effect on our business, financial condition and results of operations.

Risks Related to Our Personnel

We may have difficulty attracting additional necessary personnel, which may divert resources and limit our ability to successfully expand our operations. Our

      business plan includes, and is dependent upon, our hiring and retaining highly qualified and motivated associates at every level. We have experienced, and expect to continue to experience, substantial competition in identifying, hiring and
      retaining top-quality associates due to low unemployment rate and new financial institutions entering our markets.  If we are unable to hire and retain qualified personnel, we may be unable to successfully execute our business strategy and manage
      our growth.

The unexpected loss of key officers would materially and adversely affect our ability to execute our business strategy, and diminish our future prospects. Our

      success to date and our prospects for success in the future depend substantially on our senior management team. The loss of key members of our senior management team could materially and adversely affect our ability to successfully implement our
      business plan and, as a result, our future prospects. The loss of senior management without qualified successors who can execute our strategy would also have an adverse impact on us.

As a community bank, our ability to maintain our positive reputation is critical to the success of our business. The failure to maintain that reputation may

        materially and adversely affect our financial performance.  Our reputation is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in
      part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our clients. If our reputation is negatively affected by the actions of our
      employees or otherwise, our business and, therefore, our operating results may be materially and adversely affected.

Risks Related to Our Financial Practices

Our allowance for credit losses may not be adequate to cover actual losses. A significant source of risk arises from the possibility that we could

      sustain losses due to loan defaults and non-performance on loans. We maintain an allowance for credit losses in accordance with U.S. generally accepted accounting principles to provide for such defaults and other non-performance. The
      determination of the appropriate level of this allowance is an inherently difficult process and is based on numerous assumptions. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes
      in interest rates, which may be beyond our control. In addition, our underwriting policies, adherence to credit monitoring processes, and risk management systems and controls may not prevent unexpected losses. Our allowance for credit losses may
      not be adequate to cover actual credit losses. Moreover, any increase in our allowance for credit losses will adversely affect our earnings.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 became effective January 1, 2020, and substantially changed the accounting for credit losses on loans and other financial assets held by banks, financial institutions and other organizations. The standard replaced existing incurred loss impairment guidance and established a single allowance framework for financial assets carried at amortized cost. Upon adoption of ASU 2016-13, companies must recognize credit losses on these assets equal to management’s estimate of credit losses over the full remaining expected life. Companies must consider all relevant information when estimating expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts. We adopted and implemented this accounting standard fully effective January 1, 2022. The adoption of ASU 2016-13 did not have a material negative effect on the level of allowance for credit loss held by us or on our reported earnings. The potential negative effect that the adoption of this new accounting pronouncement may have on future lending by us or the banking industry in general is still not well known. We believe that our allowance for credit losses as of December 31, 2022 was adequate to absorb expected credit losses inherent in our loan portfolio; however, we cannot assure that such levels will be sufficient to cover actual or future losses.

Our financial and accounting estimates and risk management framework rely on analytical forecasting and models. The processes we use to estimate our

      inherent credit losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and operations, depend upon the
      use of analytical and forecasting models. Some of our tools and metrics for managing risk are based upon our use of observed historical market behavior. We rely on quantitative models to measure risks and to estimate certain financial values.
      Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory
      capital levels, as well as estimating the value of financial instruments and balance sheet items.

Poorly designed or implemented models present the risk that our business decisions based on information incorporating such models will be adversely affected due to the inadequacy of that information. Moreover, our models may fail to predict future risk exposures if the information used in the model is incorrect, obsolete or not sufficiently comparable to actual events as they occur.

We seek to incorporate appropriate historical data in our models, but the range of market values and behaviors reflected in any period of historical data is not at all times predictive of future developments in any particular period and the period of data we incorporate into our models may prove to be inappropriate for the period being modeled. In such case, our ability to manage risk would be limited and our risk exposure and losses could be significantly greater than our models indicated. This could harm our reputation as well as our revenues and profits. Finally, information we provide to our regulators based on poorly designed or implemented models could also be inaccurate or misleading. Some of the decisions that our regulators make, including those related to capital distributions to our stockholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information is insufficient.

Impairment of investment securities could require charges to earnings, which would negatively affect our operations. We maintain a significant amount of

      our assets in investment securities, and must periodically evaluate investment securities for impairment under previously adopted accounting guidance during 2021 or for current expected credit losses after the adoption of ASU 2016-13.  We
      evaluate our investment securities portfolio for impairment as of each reporting date.  At December 31, 2022, we had no investment securities that were impaired.

Changes in accounting standards could materially affect our financial statements. The Company’s consolidated financial statements are presented in

      accordance with accounting principles generally accepted in the United States of America, called GAAP. The financial information contained within our consolidated financial statements is, to a significant extent, financial information that is
      based on approximate measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an
      asset or relieving a liability. Other estimates that we use are fair value of our securities and expected useful lives of our depreciable assets. From time to time, the FASB and the SEC change the financial accounting and reporting standards that
      govern the preparation of our financial statements or new interpretations of existing standards emerge. These changes can be difficult to predict and operationally complex to implement and can materially affect how we record and report our
      financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in our restating prior period financial statements.

Risks Related to Our Access to Capital

We may be unable to, or choose not to, pay dividends on our common shares. We have consistently declared an annual cash dividend for over 87 years. Our

      ability to continue to pay dividends depends on various factors.  FMCB is a legal entity separate and distinct from the Bank, and does not conduct stand-alone operations, which means that the Bank must first pay dividend\(s\) to the Company.  The
      FDIC, the DFPI and California corporate and banking laws may, under certain circumstances, prohibit the Bank’s payment of dividends to FMCB.  FRB policy requires bank holding companies to pay cash dividends on common shares only out of net income
      available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition.  FMCB’s Board of Directors may determine that, even though funds are available for
      dividend payments, retaining the funds for other internal uses, such as expansion of our operations, is necessary or appropriate in light of our business plan and objectives.  A failure to pay dividends may negatively affect your investment.

The price of our common shares may fluctuate significantly and our stock may have low trading volumes, which may make it difficult for you to resell common

        shares owned by you at times or prices you find attractive. The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility.  The markets may produce downward pressure on stock
      prices for certain issuers without regard to those issuers’ underlying financial strength.  As a result, the trading volume in our common shares may fluctuate and cause significant price variations to occur.  This may make it difficult for you to
      resell common shares owned by you at times or at prices you find attractive.

The low trading volume in our common shares on the OTCQX means that our shares may have less liquidity than other companies, who shares are more broadly traded. We cannot ensure that the volume of trading in our common shares or the price of our common shares will be maintained or will increase in the future. Our stock price can fluctuate significantly in response to a variety of factors discussed in this section, including, among other things: actual or anticipated variations in quarterly results of operations; operating and stock price performance of other companies that investors deem comparable to our Company; news reports relating to trends, concerns and other issues in the financial services industry; available investment liquidity in our market area since our stock is not listed on any exchange; and perceptions in the marketplace regarding our Company and/or its competitors.

If we need additional capital in the future to continue our growth, we may not be able to obtain it on terms that are favorable. We may need to raise

      additional capital in the future to support our continued growth and to maintain our capital levels. Our ability to raise capital through the sale of additional securities will depend primarily upon our financial condition and the condition of
      financial markets at that time. Accordingly, we may not be able to obtain additional capital in the amounts or on terms satisfactory to us. Our growth may be constrained if we are unable to generate or raise additional capital as needed.

Our funding sources may prove insufficient to provide liquidity, replace deposits and support our future growth. We rely on customer deposits, advances

      from the Federal Home Loan Bank of San Francisco \(“FHLB”\), lines of credit at other financial institutions and the Federal Reserve Bank to fund our operations. Although we have historically been able to replace maturing deposits and advances if
      desired, we may not be able to replace such funds in the future if our financial condition, the financial condition of the FHLB or market conditions were to change. Our financial flexibility will be severely constrained if we are unable to
      maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our
      revenues may not increase proportionately to cover our costs. In this case, our profitability would be adversely affected. FHLB borrowings and other current sources of liquidity may not be available or, if available, not sufficient to provide
      adequate funding for operations. Furthermore, our own actions could result in a loss of adequate funding. For example, our borrowing capacity at the FHLB could be reduced if we are deemed to have poor documentation or processes. Accordingly, we
      may be required to seek additional higher-cost debt in the future to achieve our long-term business objectives. Additional borrowings, if sought, may not be available to us or, if available, may not be available on favorable terms. If additional
      financing sources are unavailable or are not available on reasonable terms, our growth and future prospects could be adversely affected.

We may be adversely affected by the lack of soundness of other financial institutions or financial market utilities. Our ability to engage in routine

      funding and other transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial institutions are interrelated because of trading, clearing, counterparty or other relationships.
      Defaults by, or even rumors or questions about, one or more financial institutions or financial market utilities, or the financial services industry generally, may lead to market-wide liquidity problems and losses of client, creditor and
      counterparty confidence and could lead to losses or defaults by us or by other financial institutions.

Risks Related to Cyber-security and Information Technology

Cyber-attacks or other security breaches could have a material adverse effect on our business. In the normal course of business, we collect, process,

      and retain sensitive and confidential information regarding our clients. We also have arrangements in place with other third parties through which we share and receive information about their clients who are or may become our clients. Although we
      devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of third-party service providers, are vulnerable to
      external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events.

Information security risks for financial institutions have increased recently in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks that are designed to disrupt key business services, such as client-facing websites. We are not able to anticipate or implement effective preventive measures against all potential security breaches, because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.

We also face risks related to cyber-attacks and other security breaches in connection with credit and debit card transactions that typically involve the transmission of sensitive information regarding our clients through various third parties, including merchant acquiring banks, payment processors, payment card networks and our core processors. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. While we regularly conduct security assessments on these third parties, we cannot be sure that their information security protocols are sufficient at all times to withstand a cyber-attack or other security breach.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our clients or our own proprietary information, software, methodologies, and business secrets could result in significant legal and financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, which could have a material adverse effect on our financial condition or operations. In the past several years, there have been a number of well-publicized attacks or breaches affecting others in our industry that have heightened concern by consumers and have resulted in increased regulatory focus. Furthermore, cyber-attacks or other breaches in the future, whether affecting others or us, could intensify consumer concern and regulatory focus and result in reduced use of our cards and increased costs, all of which could have a material adverse effect on our business. To the extent we are involved in any future cyber-attacks or other breaches, our brand and reputation could be affected, and this could have a material adverse effect on our financial condition and operations. If we experience a cyber-attack, our insurance coverage may not cover all losses, and furthermore, we may experience a loss of reputation.

We rely on our information technology and telecommunications systems and third-party servicers, and the failure of these systems could adversely affect our

        business. Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party servicers. We rely on these systems to process new and renewal
      loans, provide client service, facilitate collections and share data across our organization. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could
      interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party
      systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to process new and renewal loans and provide client service or compromise our ability to collect
      loan payments in a timely manner.  Our ability to adopt new information technology and technological products needed to meet our clients’ banking needs may be limited if our third-party servicers are slow to adopt or choose not to adopt such new
      technology and products. Such a failure to provide this technology and products to our clients could result in a loss of clients, which would negatively affect our financial condition and operations.

Other Operational Risks

Our risk management framework may not be effective in mitigating risks and losses to us. Our risk management framework is comprised of various processes,

      systems and strategies, and is designed to manage the types of risk to which we are subject, including, among others, credit, market, liquidity, interest rate and compliance. Our framework also includes financial or other modeling methodologies
      that involve management assumptions and judgment. Our risk management framework may not be effective under all circumstances and may not adequately mitigate any risk of loss to us. If our framework is not effective, we could suffer unexpected
      losses and our financial condition, operations or business prospects could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.

We are subject to certain operating risks, related to client or employee fraud, which could harm our reputation and business. Employee error, or employee

      or client misconduct, could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf
      of our clients or improper use of confidential information. It is not always possible to prevent employee error and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee error
      could also subject us to financial claims for negligence.  If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured, excess insurance coverage is denied or not available, it could have a material
      adverse effect on our financial condition and operations.

We depend on the accuracy and completeness of information about clients and counterparties. In deciding whether to extend credit or enter into other

      transactions with clients and counterparties, we may rely on information furnished to us by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients
      and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. In deciding whether to extend credit, we may rely upon our clients’ representations that
      their financial statements conform to U.S. generally accepted accounting principles, or GAAP, and present fairly, in all material respects, the financial condition, operations and cash flows of the client. We also may rely on client
      representations and certifications, or other auditors’ reports, with respect to the business and financial condition of our clients. Our financial condition, operations, financial reporting and reputation could be negatively affected if we rely
      on materially misleading, false, inaccurate or fraudulent information provided by or about clients and counterparties.

Catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, floods, prolonged drought, and pandemics may adversely affect the general economy,

        financial and capital markets, specific industries, and the Bank. The Bank has significant operations and a significant customer base in regions where natural and other disasters may occur. These regions are known for being vulnerable
      to natural disasters and other risks, such as earthquakes, fires, floods, and prolonged drought. These types of natural catastrophic events at times have disrupted the local economy, the Bank’s business and clients, and could pose physical risks
      to the Bank’s property. In addition, catastrophic events, such as natural disasters or global pandemics, occurring in other regions of the world may have an impact on the Bank’s clients and in turn on the Bank. Although we have business
      continuity and disaster recovery programs in place, a significant catastrophic event could materially adversely affect the Bank’s operating results.

The physical effects of climate change, as well as governmental and societal responses to climate change could materially adversely affect our operations,

        businesses and customers. There is increasing concern over the risks of climate change and related environmental sustainability matters. The physical effects of climate change include rising average global temperatures, rising sea
      levels and an increase in the frequency and severity of extreme weather events and natural disasters, including droughts, wildfires, floods, hurricanes and tornados. Most of the Company’s operations and customers are located in California, which
      could be adversely impacted by severe weather events. Agriculture is especially dependent on climate, and climate impacts could include shifting average growing conditions, increased climate and weather variability, decreases in available water
      sources, and more uncertainty in predicting climate and weather conditions, any or all of which could have a particularly adverse impact on our agricultural customers.

New and/or more stringent regulatory requirements relating to climate change or environmental sustainability could materially affect the Company’s results of operations by increasing our compliance costs. Regulatory changes or market shifts to low-carbon products could also affect the creditworthiness of some of our customers or reduce the value of assets securing loans, which may require the Company to adjust our lending portfolios and business strategies.

Risks Related to Our Regulatory Environment

We are subject to regulation, which increases the cost and expense of regulatory compliance, and may restrict our growth and our ability to acquire other

        financial institutions. Supervision, regulation, and examination of the Company and the Bank by the bank regulatory agencies are intended primarily for the protection of consumers, bank clients and the Deposit Insurance Fund of the
      FDIC, rather than holders of our common shares. As a bank holding company under federal law, we are subject to regulation under the BHCA, and the examination and reporting requirements of the FRB. In addition to supervising and examining us, the
      FRB, through its adoption of regulations implementing the BHCA, places certain restrictions on the permissible activities for bank holding companies. Changes in the number or scope of permissible activities could have an adverse effect on our
      ability to realize our strategic goals. As a California state-chartered bank that is not a member of the Federal Reserve System, the Bank is separately subject to regulation by both the FDIC and the DFPI. The FDIC and DFPI regulate numerous
      aspects of the Bank’s operations, including adequate capital and financial condition, permissible types and amounts of extensions of credit and investments, permissible non-banking activities and restrictions on dividend payments. We may be
      required to invest significant management attention and resources to evaluate and make any changes necessary to comply with applicable laws and regulations. This allocation of resources, as well as any failure to comply with applicable
      requirements, may negatively affect our operations and financial condition.

Banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any regulatory

        actions to which we become subject because such examinations could materially and adversely affect us. The DFPI, the FDIC, and the FRB periodically conduct examinations of our business, including compliance with laws and regulations.
      Accommodating such examinations may require management to reallocate resources that would otherwise be used in the day-to-day operation of other aspects of our business. If, as a result of an examination, the DFPI or a federal banking agency were
      to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of our operations had become unsatisfactory, or that we or our management were in violation of any law or
      regulation, it may take a number of different remedial actions as it deems appropriate. These actions could include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any
      violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against us, our officers or directors, to remove officers
      and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to clients, to terminate our deposit insurance. FDIC deposit insurance is critical to the continued operation of the Bank. If we
      become subject to such regulatory actions, our business operations could be materially and adversely affected.

Changes in laws, government regulation and monetary policy may have a material adverse effect on our operations. Financial institutions have been the

      subject of significant legislative and regulatory changes \(including the Dodd-Frank Act\) and may be the subject of further significant legislation or regulation in the future, none of which is within our control. This may result in repeals of or
      amendments to, existing laws, treaties, regulations, guidance, reporting, recordkeeping requirements, and other government policies.  Significant new laws or regulations or changes in, or repeals of, existing laws or regulations, including those
      with respect to federal and state taxation, may cause our results of operations to differ materially. In addition, the costs and burden of compliance could adversely affect our ability to operate profitably. Further, federal monetary policy
      significantly affects the Bank’s credit conditions, as well as the Bank’s clients, particularly as implemented through the FRB, primarily through open market operations in U.S. government securities, the discount rate for bank borrowings and
      reserve requirements. A material change in any of these conditions could have a material impact on us, the Bank and the Bank’s clients, and therefore on our financial condition and operations.

New and future rulemaking by the CFPB and other regulators, as well as enforcement of existing consumer protection laws, may have a material effect on our

        operations and operating costs. The CFPB has the authority to implement and enforce a variety of existing federal consumer protection statutes and to issue new regulations.  However, with respect to institutions of our size, it does not
      have primary examination and enforcement authority. The authority to examine depository institutions with $10 billion or less in assets, such as the Bank, for compliance with federal consumer laws remains largely with our primary federal
      regulator, the FDIC. However, the CFPB may participate in examinations of smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators. In some cases, regulators such
      as the Federal Trade Commission, or FTC, and the Department of Justice also retain certain rulemaking or enforcement authority, and we remain subject to certain state consumer protection laws. The CFPB has placed significant emphasis on consumer
      complaint management and has established a public consumer complaint database to encourage consumers to file complaints they may have against financial institutions. We are expected to monitor and respond to these complaints, including those that
      we deem frivolous, and doing so may require management to reallocate resources away from more profitable endeavors.

The CFPB has adopted a number of significant rules that affect nearly every aspect of the lifecycle of a residential mortgage. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, the Truth in Lending Act and the Real Estate Settlement Procedures Act. The rules require banks to, among other things: (i) develop and implement procedures to ensure compliance with a new “reasonable ability to repay” test and identify whether a loan meets a new definition for a “qualified mortgage”; (ii) implement new or revised disclosures, policies and procedures for servicing mortgages including, but not limited to, early intervention with delinquent clients and specific loss mitigation procedures for loans secured by a client’s principal residence; (iii) comply with additional restrictions on mortgage loan originator compensation; and (iv) comply with new disclosure requirements and standards for appraisals and escrow accounts maintained for “higher priced mortgage loans.” These rules create operational and strategic challenges for us, as we are both a mortgage originator and a servicer.

We are subject to stringent capital requirements.

Pursuant to the Dodd-Frank Act, the federal banking agencies adopted final rules, or the U.S. Basel III Capital Rules, to update their general risk-based capital and leverage capital requirements to incorporate agreements reflected in the Third Basel Accord adopted by the Basel Committee on Banking Supervision, or Basel III Capital Standards, as well as the requirements of the Dodd-Frank Act. The U.S. Basel III Capital Rules are described in more detail in “Supervision and Regulation — Capital Standards” in this report on Form 10-K.

The failure to meet the established capital requirements could result in one or more of our regulators placing limitations or conditions on our activities or restricting the commencement of new activities. Such failure could subject us to a variety of enforcement remedies available to the federal regulatory authorities, including limiting our ability to pay dividends, issuing a directive to increase our capital and terminating our FDIC deposit insurance. FDIC deposit insurance is critical to the continued operation of the Bank. Our failure to meet applicable regulatory capital requirements, or to maintain appropriate capital levels in general, could affect client and investor confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to pay dividends on common shares, our ability to make acquisitions, and our operations and financial condition, generally.

We may be required to contribute capital or assets to the Bank that could otherwise be invested or deployed more profitably elsewhere. Federal law and

      regulatory policy impose a number of obligations on bank holding companies designed to reduce potential loss exposure to the clients of insured depository subsidiaries and to the FDIC’s DIF. For example, a bank holding company is required to
      serve as a source of financial strength to its FDIC-insured depository subsidiaries and to commit financial resources to support such institutions where it might not do so otherwise. These situations include guaranteeing the compliance of an
      “undercapitalized” bank with its obligations under a capital restoration plan.

A capital injection into the Bank may be required at times when we do not have the resources to provide it at the holding company level; therefore, we may be required to issue common shares or debt to obtain the required capital. Issuing additional common shares would dilute our current stockholders’ percentage of ownership and could cause the price of our common shares to decline. Any debt would be entitled to a priority of payment over the claims of the Company’s general unsecured creditors or equity holdings. Thus, any Company borrowing to make the required capital injection may be expensive and adversely affect our cash flows, financial condition, operations, and business prospects.

We face a risk of non-compliance and enforcement actions with respect to the Bank Secrecy Act (“BSA”) and other anti-money laundering statutes and regulations. Like

      all U.S. financial institutions, we are subject to monitoring requirements under federal law, including anti-money laundering, or AML, and BSA matters. Since September 11, 2001, banking regulators have intensified their focus on AML and BSA
      compliance requirements, particularly the AML provisions of the USA PATRIOT Act. There is also increased scrutiny of compliance with the rules enforced by the U.S. Treasury Department’s OFAC, which involve sanctions for dealing with certain
      persons or countries. While the Bank has adopted policies, procedures and controls to comply with the BSA, other AML statutes and regulations and OFAC regulations, this aggressive supervision and examination and increased likelihood of
      enforcement actions may increase our operating costs, which could negatively affect our operations and reputation.

We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties. Federal and state fair

      lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose non-discrimination lending requirements on financial institutions. The FDIC, the Department of Justice, the CFPB and other federal and state
      agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to our
      performance under the fair lending laws and regulations could adversely impact our rating under the CRA, and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition
      of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, financial condition and operations.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information

        and adversely affect our business opportunities. We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and these laws could negatively affect
      us. Federal law imposes requirements for the safeguarding of certain client information.  Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual,
      consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators in the United States are increasingly adopting or revising privacy, information security and
      data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or employee
      information, and some of our current or planned business activities. This could also increase our costs of compliance and business operations and could reduce income from certain business initiatives.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting client or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services, which could have a material adverse effect on our financial conditions or operations.

Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions and damage to our reputation, which could have a material adverse effect on our financial condition or operations.

Possible changes in the U.S. tax laws could adversely affect our business and result of operations in a variety of ways.

The Tax Cuts and Jobs Act (“TCJA”), signed into law on December 22, 2017, enacted sweeping changes to the U.S. federal tax laws generally, effective January 1, 2018. The TCJA reduced the corporate tax rate to 21% from 35%, which resulted in a net reduction in our annual income tax expense and which benefitted many of our corporate and other small business borrowers. However, our ability to utilize tax credits, such as those arising from low-income housing and alternative energy investments, was constrained by the lower tax rate. There are presently ongoing discussions in the U.S. Congress and the White House which could result in changes in the tax laws that would substantially increase the U.S. corporate tax rate. If enacted, such measures could adversely affect our profitability and that of our customers.

Item 1B.	Unresolved Staff Comments

None.

Item 2.	Properties

Farmers & Merchants Bancorp and its subsidiaries are headquartered in Lodi, California. Executive offices are located at 111 W. Pine Street. Banking services are provided in 29 branch locations in the Company's service area. Of the 29 branches, 20 are owned and 9 are leased. The expiration of these leases occurs between the years 2023 and 2030. See Note 14, located in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Item 3.	Legal Proceedings

Certain lawsuits and claims arising in the ordinary course of business have been filed or are 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 4.	Mine Safety Disclosures

Not Applicable

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The common stock of Farmers & Merchants Bancorp is not widely held or listed on any exchange. However, trades are reported on the OTCQX under the symbol “FMCB.”

The following tables summarize the actual high, low, and close sale prices for the Company's common stock since the first quarter of 2021. These figures are based on activity posted on the OTCQX:

	Year Ended December 31, 2022
	High		Low		Close		Dividend Declared
First quarter	$	960	$	913	$	950	$	-
Second quarter		960		914		927		7.85
Third quarter		975		922		956		-
Fourth quarter		1,088		952		1,050		8.30
	Year Ended December 31, 2021
---	---	---	---	---	---	---	---	---
	High		Low		Close		Dividend Declared
First quarter	$	788	$	731	$	778	$	-
Second quarter		925		773		862		7.50
Third quarter		920		862		897		-
Fourth quarter		1,156		897		960		7.80

As of February 28, 2023, there were approximately 1,315 stockholders of record of the Company’s common stock. The Company and, before the Company was formed, the Bank, has paid cash dividends for the past 87 consecutive years. There are limitations under Delaware corporate law as to the amounts of cash dividends that may be paid by the Company. Additionally, if we decided to defer interest on our 2003 subordinated debentures, we would be prohibited from paying cash dividends on the Company’s common stock. The Company is dependent on cash dividends paid by the Bank to fund its cash dividend payments to its stockholders. There are regulatory limitations on cash dividends that may be paid by the Bank. See “Item 1. Business – Supervision and Regulation.”

On November 8, 2022, the Board of Directors authorized an extension to its share repurchase program through December 31, 2024 for an additional $20.0 million of the Company’s common stock (“Repurchase Plan”), which represents approximately 3% of outstanding shareholders’ equity. 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. Beginning in 2023 under the Inflation Reduction Act of 2022 (IRA), a 1% excise tax will be imposed on certain public company stock repurchases.

The actual means and timing of any repurchases, the quantity of purchased shares and prices will be subject to certain limitations, including, without limitation, market prices of the Company’s common shares, general market and economic conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and at the discretion of the Chief Executive Officer and Chief Financial Officer.

Repurchases under the Repurchase Plan may be initiated, discontinued, suspended, or restarted at any time in the Company’s discretion. The Company is not obligated to repurchase any shares under the Repurchase Plan. No shares may be repurchased pursuant to the authority granted in the Repurchase Plan after December 31, 2024. Repurchased shares are to be used to fund the Company’s non-qualified retirement plans or may be returned to the status of authorized but unissued common shares of the Company.

On May 24, 2018, stockholders approved a proposal to increase our authorized shares of common stock from 7,500,000 to 40,000,000. In approving this proposal the stockholders also granted the Board discretionary authority (i.e., without further stockholder action) to determine whether to delay the proposed amendment. The Company has no immediate plans to effect the increase in the authorized shares of common stock.

On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008, with Computershare as Rights Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to stockholders of record at the close of business on August 15, 2008. Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”) acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10 percent or more of the Company’s common stock.

The Rights Plan is similar to plans adopted by many other publicly traded companies. The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first convincing the Company’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the stockholders of the Company. The provisions of the Plan, if triggered by the Acquiring Person, will substantially dilute the equity and voting interest of any potential acquirer unless the Board of Directors approves of the proposed acquisition (under Article XV of the Company’s Certificate of Incorporation, the Board of Directors has the authority to consider any and all factors in determining whether an acquisition is in the best interests of the Company and its stockholders). Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value, at a purchase price of $1,600 for each one one-hundredth of a share, subject to adjustment.

Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common Shares of the Company having a market value of two times the exercise price of the Right. At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by the Company’s Board of Directors at a price of $0.001 per Right.

The Rights Plan was set to expire on August 5, 2018. On November 19, 2015, the Board of Directors approved a seven-year extension of the term of the Rights Plan. Pursuant to an Amendment to the Rights Agreement dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025. The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in response to any particular proposal. The Board also increased the purchase price under the Rights Plan to $1,600 per one one-hundredth of a preferred share from $1,200, to reflect the increase in the market price of the Company’s common stock over the past several years.

During 2022, the Company repurchased 21,309 shares under the Repurchase Plan, for a total of $20.31 million. All of these shares were purchased at prices ranging from $925.00 to $990.00 per share, based upon the then current price on the OTCQX. The Company did not issue any shares of common stock during 2022.

The following table reports information regarding repurchases of our common stock during the year ended December 31, 2022:

Period		Average price<br><br> <br>paid per share			Maximum number (or<br><br> <br>approximate dollar<br><br> <br>value) of shares that<br><br> <br>may yet purchased<br><br> <br>under the plans or<br><br> <br>programs<br><br> <br>(In thousands) ^(1)^
Total 1st Quarter 2022	4,500	$	945.00	4,500	$	15,748
Total 2nd Quarter 2022	7,956		954.32	7,956		8,155
Total 3rd Quarter 2022	6,368		951.68	6,368		2,095
October 1, 2022 to October 31, 2022	1,465	$	962.22	1,465	$	685
November 1, 2022 to November 30, 2022	709		973.47	709		19,995
December 1, 2022 to December 31, 2022	311		979.84	311		19,690
Total 4th Quarter 2022	2,485	$	967.64	2,485	$	19,690
Total 2022	21,309	$	953.12	21,309	$	19,690

^(1)^As of November 8, 2022 the Board approved an extension to the repurchase program through December 31, 2024 and for an additional $20 million of the Company's common stock.

The Company did not issue or purchase any shares of common stock during 2021.

Performance Graphs

The following graph compares the Company’s cumulative total stockholder return on common stock from December 31, 2017 to December 31, 2022 to that of: (i) the S&P 600 Regional Banks (Sub Ind) (TR) Index (which replaces the Morningstar Banks Index - Regional (US) Industry Group going forward through 2020, since the data is no longer accessible); and (ii) the cumulative total return of the New York Stock Exchange market index. The graph assumes an initial investment of $100 on December 31, 2017 and reinvestment of dividends. The stock price performance set forth in the following graph is not necessarily indicative of future price performance. The Company’s stock price data is based on activity posted on the OTCQX and on private transactions between individual stockholders that are reported to the Company. This data was furnished by Zacks SEC Compliance Services Group.

This graph shall not be deemed filed or incorporated by reference into any filing under the Securities Act.

Item 6.	Reserved
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
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The following discussion and analysis 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 Audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements in this Annual Report on Form 10-K. Information related to the comparison of the results of operations for the years December 31, 2021 to 2020 is found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2021 Annual Report on Form 10-K filed with the SEC on March 15, 2022.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the 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 Annual Report on Form 10-K that could cause our actual results to differ materially from those anticipated in these forward-looking statements. The following is a non-exclusive list of factors, that could cause our actual results to differ materially from our forward-looking statements in this Annual Report on Form 10-K:

◾	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;
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◾	increases in competitive pressures among financial institutions and businesses offering similar products and services;
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◾	the future impact of the COVID-19 virus;
---	---
◾	higher defaults in our loan 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;
---	---
◾	legislative or regulatory changes or changes in accounting principles, policies or guidelines;
---	---
◾	technological changes;
---	---
◾	failure to raise the debt limit on U.S. debt;
---	---
◾	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 Annual Report on 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, committed or believed. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors” in this Annual Report on Form 10-K. Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable).

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

Overview

Farmers & Merchants Bancorp (the “Company”, “FMCB”, or “we”) is the holding company for Farmers & Merchants Bank of Central California (the “Bank” or “FMB). The Bank is a full-service community bank providing loans, deposit and cash management services to individuals and businesses. Our primary clients are small to medium-sized businesses that require highly personalized commercial banking products and services. The Bank has 29 branch locations and 3 ATMs that have been serving communities in the mid-Central Valley and East Bay of California for over 100 years.

The primary source of funding for our asset growth has been the generation of core deposits, which we raise through our existing branch locations, newly opened branch locations, or through acquisitions. Our recent loan growth is primarily the result of organic growth generated by our seasoned relationship managers and supporting associates who provide outstanding service and responsiveness to our clients or through acquisitions.

Our results of operations are largely dependent on net interest income. Net interest income is the difference between interest income we earn on interest earning assets, which are comprised of loans, investment securities and short-term investments, and the interest we pay on our 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.

We measure our performance by calculating our net interest margin, return on average assets, and return on average equity. 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 our 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. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense by the sum of net interest income and non-interest income.

Selected Financial Data

The following condensed consolidated statements of financial condition and operations and selected performance ratios as of December 31, 2022, 2021, and 2020 and for the years then ended have been derived from our audited consolidated financial statements. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8, Financial Statement and Supplementary Data.”

	Years Ended December 31
(Dollars in thousands, except per share data)	2022			2021			2020
Selected Income Statement Information:
Interest income	$	198,413		$	165,268		$	159,294
Interest expense		4,840			4,332			9,491
Net interest income		193,573			160,936			149,803
Provision for credit losses		6,450			1,910			4,500
Net interest income after provision for credit losses		187,123			159,026			145,303
Non-interest income		6,178			21,056			15,054
Non-interest expense		93,560			91,761			82,406
Income before income tax expense		99,741			88,321			77,951
Income tax expense		24,651			21,985			19,217
Net income	$	75,090		$	66,336		$	58,734
Selected financial ratios:
Basic and diluted earnings per share	$	96.55		$	84.01		$	74.03
Cash dividends per common share		16.15			15.30			14.75
Dividend ratio		16.73	%		18.21	%		19.92	%
Net interest margin		3.80	%		3.46	%		3.88	%
Non-interest income to average assets		0.12	%		0.43	%		0.37	%
Non-interest expense to average assets		1.75	%		1.87	%		2.00	%
Efficiency ratio		46.84	%		50.42	%		49.99	%
Return on average assets		1.41	%		1.35	%		1.43	%
Return on average equity		16.04	%		15.00	%		14.60	%
Net charge-offs (recoveries) to average loans		0.01	%		(0.01	%)		0.02	%

	As of December 31,
(Dollars in thousands, except per share data)	2022			2021			2020
Selected Balance Sheet Information:
Cash and cash equivalents	$	588,257		$	715,460		$	383,837
Investment securities		997,817			1,007,506			876,665
Gross loans held for investment		3,512,361			3,237,177			3,099,592
Total assets		5,327,399			5,177,720			4,550,453
Total deposits		4,759,269			4,640,152			4,060,267
Shareholders' equity		485,308			463,136			423,665
Average Balances:
Average earning assets		5,091,684			4,656,337			3,861,070
Average assets		5,341,901			4,913,999			4,112,537
Average shareholders' equity		468,001			442,246			402,329
Selected financial ratios:
Book value per share	$	631.63		$	586.51		$	536.53
Tangible book value per share	$	613.42		$	568.04		$	517.28
Allowance for credit losses to total loans		1.90	%		1.88	%		1.89	%
Non-performing assets to total assets		0.03	%		0.03	%		0.03	%
Loans held for investment to deposits		73.80	%		69.76	%		76.34	%
Capital ratios:
Tier 1 leverage capital		9.36	%		8.92	%		9.13	%
Total risk-based capital		13.06	%		13.19	%		12.59	%
Average equity to average assets		8.76	%		9.00	%		9.78	%
Tangible common equity to tangible assets		8.87	%		8.69	%		9.01	%

Summary of Critical Accounting Policies and Estimates

In the opinion of management, the accompanying Consolidated Statements of Financial Condition and related Consolidated Statements of Operations, Comprehensive Income, Changes in Shareholders’ Equity and Cash Flows reflect all adjustments (which include reclassification and normal recurring adjustments) that are necessary for a fair presentation in conformity with GAAP. 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 our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified certain accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our financial statements. Management believes the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate based on the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition. Further, subsequent changes in economic or market conditions could have a material impact on these estimates and our financial condition and operating results in future periods. For additional information concerning critical accounting policies, see the Selected Notes to the Consolidated Financial Statements and the following:

Use of Estimates — The preparation of our financial statements requires management to make estimates and judgments that affect the reported amount of

      assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates the estimates used. Estimates are based upon historical experience, current economic conditions and other factors that management considers reasonable under the
      circumstances and the actual results may differ from these estimates under different assumptions. The allowance for credit losses, deferred income taxes, and fair values of financial instruments are estimates, which are particularly subject to
      change.

Allowance for Credit Losses — The Company recognizes there is risk of credit losses with financial instruments, to include loans, and unfunded loan

      commitments, where the Company advances funds to a counterparty.  The risk of credit losses varies with, among other things, the type of financial instrument, the creditworthiness and cash flows of the counterparty, any guarantees from government
      agencies, and the collateral, if any, used to secure the financial instrument.  The Company maintains an allowance for credit losses on loans and unfunded commitments held in accordance with GAAP.  The allowance for credit losses represents our
      estimate of probable losses inherent in our existing loan portfolio.  The allowance for credit losses is increased by charging a provision for credit losses against income and reduced by charge-offs, net of recoveries.

Under the guidance of Financial Accounting Standards Board Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“CECL”), we evaluate our allowance for credit losses quarterly based on a number of quantitative and qualitative factors, including levels and trends of past due and non-accrual loans, asset classifications, loan grades and internal loan reviews, change in volume and mix of loans, collateral value, historical loss experience, size and complexity of individual credits, loan concentrations and economic conditions. Allowance for credit losses is provided on both a specific and general basis. Specific allowances are provided for impaired credits for which the expected/anticipated loss is measurable. General valuation allowances are based on a portfolio segmentation based on risk grading, with a further evaluation of various quantitative and qualitative factors.

The Company begins its determination of credit losses by evaluating historical credit loss experience by loan segment. Historical loss information may be adjusted based on specific risk characteristics by loan segment. Such risk characteristics may include, but are not necessarily limited to, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; changes in national and local economic conditions and forecasts; changes in the nature and volume of the loans and in the terms of such instruments; changes in the experience, ability, and depth of lending management and other relevant staff; changes in the volume and severity of past due status, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; changes in the quality of the institution’s loan review system; changes in the value of underlying collateral for collateral-dependent loans; the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses.

While the Company utilizes a systematic methodology in determining its allowance, the allowance is based on estimates, and ultimate losses may vary from current estimates. The estimates are reviewed periodically and, as adjustments become necessary, are reported in earnings in the periods in which they become known. For additional information, see Note 4, located in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

The allowance for credit losses on unfunded loan commitments is classified in other liabilities on the Consolidated Statements of Financial Condition. The allowance for credit losses on unfunded loan commitments is increased by charging a provision for credit losses on unfunded commitments, which was reported in other non-interest expenses for 2022 and prior.

We believe that our allowance for credit losses was adequate to absorb probable losses inherent in the loan portfolio as of December 31, 2022 and 2021.

Investment Securities — Investment securities are classified as held-to-maturity (“HTM”) when the Company has the positive intent and ability to hold the

      securities to maturity.  Investment securities are classified as available-for-sale \(“AFS”\) when the Company has the intent of holding the security for an indefinite period of time, but not necessarily to maturity. The Company determines the
      appropriate classification at the time of purchase, and periodically thereafter. Investment securities classified at HTM are carried at amortized cost. Investment securities classified at AFS are reported at fair value. Purchase premiums and
      discounts are recognized in interest income using the interest method over the terms of the securities. Debt securities classified as held-to-maturity are carried at cost, net of the allowance for credit losses - securities, adjusted for
      amortization of premiums and discounts to the earliest callable date. Debt securities classified as available-for-sale are measured at fair value. Unrealized holding gains and losses on debt securities classified as available-for-sale are
      excluded from earnings and are reported net of tax as accumulated other comprehensive income \(AOCI\), a component of shareholders’ equity, until realized. When AFS securities, specifically identified, are sold, the unrealized gain or loss is
      reclassified from AOCI to non-interest income.

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. The Company’s HTM portfolio contains securities issued by U.S. government entities and agencies and municipalities. The Company uses industry historical credit loss information adjusted for current conditions to establish the allowance for credit losses on its HTM municipal bond portfolio.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings. If the Company does not intend to sell the security, and it is not more likely than not that the Company will be required to sell the security, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized costs, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Projected cash flows are discounted by the current effective interest rate. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to AOCI.

Changes in the allowance for credit losses-securities are recorded as provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the non-collectability of an available-for-sale security is confirmed or when either criteria regarding intent of requirement to sell is met.

At December 31, 2022, we had no investment securities that were impaired.

Goodwill — Goodwill represents the excess of the purchase considerations paid over the fair value of the assets acquired, net of the fair values of

      liabilities assumed in a business combination it is not amortized but is reviewed annually, or more frequently as current circumstances and conditions warrant, for impairment. An assessment of qualitative factors is completed to determine if it
      is more likely than not that, the fair value of a reporting unit is less than its carrying amount. If the qualitative analysis concludes that further analysis is required, then a quantitative impairment test would be completed. The quantitative
      goodwill impairment compares the reporting unit's estimated fair values, including goodwill, to its carrying amount. If the carrying amount exceeds its reporting unit’s fair value, then an impairment loss would be recognized as a charge to
      earnings, but is limited by the amount of goodwill allocated to that reporting unit.

Other Intangible Assets — Other intangible assets consists primarily of core deposit intangibles (“CDI”), which are amounts recorded in business

      combinations or deposit purchase transactions related to the value of transaction-related deposits and the value of the client relationships associated with the deposits. Core deposit intangibles are amortized over the estimated useful lives of
      such deposits. These assets are reviewed at least annually for events or circumstances that could affect their recoverability. These events could include loss of the underlying core deposits, increased competition or adverse changes in the
      economy. The amortization of our CDI is recorded in other non-interest expense. To the extent other identifiable intangible assets are deemed unrecoverable; impairment losses are recorded in other non-interest expense to reduce the carrying
      amount of the assets.

Fair Value Measurements — The Company discloses the fair value of financial instruments and the methods and significant assumptions used to estimate those

      fair values. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. The use of assumptions and various valuation techniques, as well as the absence of
      secondary markets for certain financial instruments, will likely reduce the comparability of fair value disclosures between financial institutions. In some cases, book value is a reasonable estimate of fair value due to the relatively short
      period between origination of the instrument and its expected realization.

For additional information, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” and Note 12 located in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Income Taxes — Income taxes are filed on a consolidated basis with our subsidiaries and allocate income tax expense (benefit) based on each entity’s

      proportionate share of the consolidated provision for income taxes. Deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amounts of assets and liabilities and their
      respective tax bases. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The determination of the amount of deferred income tax assets, that are more likely than not
      to be realized is primarily dependent on projections of future earnings, which are subject to uncertainty and estimates that may change given economic conditions and other factors. The realization of deferred income tax assets is assessed and a
      valuation allowance is recorded if it is “more likely than not” that all or a portion of the deferred income tax asset will not be realized. “More likely than not” is defined as greater than a 50% probability. All available evidence, both
      positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed.

Only tax positions that meet the more likely than not recognition threshold are recognized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated statements of financial condition along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest expense and penalties associated with unrecognized tax benefits are classified as income tax expense in the consolidated statements of income.

Impact of Recently Issued Accounting Standards

See Note 1. “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Results of Operations

The following discussion and analysis is intended to provide a better understanding of Farmers & Merchants Bancorp and its subsidiaries’ performance during each of the years in the two-year period ended December 31, 2022 and the material changes in financial condition, operating income, and expense of the Company and its subsidiaries as shown in the accompanying consolidated financial statements. Information related to the comparison of the results of operations for the years December 31, 2021 and 2020 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2021 Annual Report on Form 10-K filed with the SEC on March 15, 2022.

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 investments. Non-interest expense consists primarily of salaries and employee benefits, cost of deferred compensation benefits, occupancy, data processing, FDIC insurance, marketing, legal and other expenses.

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.


								2021
(Dollars in thousands)			Interest<br><br> <br>Income / Expense		Average<br><br> <br>Yield /<br><br> <br>Rate			Average Balance			Interest<br><br> <br>Income / Expense		Average<br><br> <br>Yield /<br><br> <br>Rate
ASSETS
Interest earnings deposits in other banks and federal <br> funds sold	704,082		$	12,102		1.72	%	$	666,167		$	902		0.14	%
Investment securities:(1)
Taxable securities	1,044,954			19,678		1.88	%		838,710			14,646		1.75	%
Non-taxable securities(2)	48,168			1,569		3.26	%		52,384			1,648		3.15	%
Total investment securities	1,093,122			21,247		1.94	%		891,094			16,294		1.83	%
Loans:(3)
Real estate:
Commercial	1,202,548			58,966		4.90	%		1,037,554			53,298		5.14	%
Agricultural	705,222			35,010		4.96	%		641,086			29,544		4.61	%
Residential and home equity	369,619			14,551		3.94	%		339,345			12,717		3.75	%
Construction	182,523			9,788		5.36	%		182,722			7,965		4.36	%
Total real estate	2,459,912			118,315		4.81	%		2,200,707			103,524		4.70	%
Commercial & industrial	440,510			22,452		5.10	%		373,497			16,935		4.53	%
Agricultural	262,461			14,084		5.37	%		233,544			10,385		4.45	%
Commercial leases	94,040			5,702		6.06	%		98,056			5,485		5.59	%
Consumer and other	22,008			3,469		15.76	%		178,535			10,879		6.09	%
Total loans and leases	3,278,931			164,022		5.00	%		3,084,339			147,208		4.77	%
Non-marketable securities	15,549			1,042		6.70	%		14,737			864		5.86	%
Total interest earning assets	5,091,684			198,413		3.90	%		4,656,337			165,268		3.55	%
Allowance for credit losses	(62,588	)							(60,059	)
Non-interest earning assets	312,805								317,721
Total average assets	5,341,901							$	4,913,999
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing deposits:
Demand	1,120,198			1,497		0.13	%	$	1,024,009			1,128		0.11	%
Savings and money market accounts	1,542,310			1,981		0.13	%		1,352,258			1,458		0.11	%
Certificates of deposit greater than 250,000	157,623			460		0.29	%		170,040			701		0.41	%
Certificates of deposit less than 250,000	215,044			411		0.19	%		235,746			730		0.31	%
Total interest bearing deposits	3,035,175			4,349		0.14	%		2,782,053			4,017		0.14	%
Short-term borrowings	1			-		0.00	%		1			-		0.00	%
Subordinated debentures	10,310			491		4.76	%		10,310			315		3.06	%
Total interest bearing liabilities	3,045,486			4,840		0.16	%		2,792,364			4,332		0.16	%
Non-interest bearing deposits	1,751,797								1,610,611
Total funding	4,797,283			4,840		0.10	%		4,402,975			4,332		0.10	%
Other non-interest bearing liabilities	76,617								68,778
Shareholders' equity	468,001								442,246
Total average liabilities and shareholders' equity	5,341,901							$	4,913,999
Net interest income			$	193,573							$	160,936
Interest rate spread						3.74	%							3.39	%
Net interest margin(4)						3.80	%							3.46	%

All values are in US Dollars.

^(1)^	Excludes average unrealized (losses) gains of ($24.5) million and $3.4 million for the years ended December 31, 2022, and 2021, respectively, which are included in non-interest earning assets.
^(2)^	The average yield does not include the federal tax benefits at an assumed effective yield of 26% related to income earned on tax-exempt municipal securities totaling $415,000 and $436,000 for the years ended December 31, 2022, and<br> 2021, respectively.
---	---
^(3)^	Loan interest income includes loan fees of $11.6 million and $17.0 million for the years ended December 31, 2022 and 2021, respectively.
---	---
^(4)^	Net interest margin is computed by dividing net interest income by average interest earning assets.
---	---

Interest-bearing deposits with banks and Federal Reserve balances are additional 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 1.72% and 0.14% for the years ended December 31, 2022 and 2021, respectively. The increase was primarily the result of the FRB increasing rates by 425 basis points during 2022. Average interest-bearing deposits was $704 million and $666 million for the years ended December 31, 2022 and 2021, respectively. Interest income on interest-bearing deposits with banks was $12.1 million and $902,000 for the years ended December 31, 2022 and 2021, respectively.

The investment portfolio is another main 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 selectively added investment grade corporate securities (floating rate and fixed rate with maturities less than 5 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 $1.1 billion and $891 million for the years ended December 31, 2022 and 2021, respectively. The average yield on total investment securities were 1.94% and 1.83 % for the years ended December 31, 2022 and 2021, respectively. See “Investment Securities and Federal Reserve balances” for a discussion of the Company’s investment strategy in 2022.

Average loans and leases held for investment were $3.3 billion and $3.1 billion for the years ended December 31, 2022 and 2021, respectively. The yield on the loan & lease portfolio was 5.00% and 4.77% for the years ended December 31, 2022 and 2021, respectively. The Company continues to experience aggressive competitor pricing for loans and leases to which it may need to respond in order to retain key customers. This could continue to place negative pressure on future loan & lease yields and net interest margin.

Average interest-bearing liabilities was $3.0 billion and $2.8 billion for the years ended December 31, 2022 and 2021, respectively. Total interest expense on interest-bearing liabilities was $4.8 million, $4.3 million for the years ended December 31, 2022 and 2021, respectively. The average rate paid on interest-bearing liabilities was 0.16% and 0.16% for the years ended December 31, 2022 and 2021, respectively.

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.


			Increase (Decrease) Due to:
(Dollars in thousands)			Rate			Net
Interest income:
Interest earnings deposits in other banks and federal funds sold	54		$	11,146		$	11,200
Investment securities:
Taxable securities	3,816			1,216			5,032
Non-taxable securities	(136	)		57			(79	)
Total investment securities	3,680			1,273			4,953
Loans:
Real estate:
Commercial	7,805			(2,137	)		5,668
Agricultural	3,081			2,385			5,466
Residential and home equity	1,168			666			1,834
Construction	(9	)		1,832			1,823
Total real estate	12,045			2,746			14,791
Commercial & industrial	3,261			2,256			5,517
Agricultural	1,385			2,314			3,699
Commercial leases	(231	)		448			217
Consumer and other(1)	(14,475	)		7,065			(7,410	)
Total loans and leases	1,986			14,828			16,814
Non-marketable securities	49			129			178
Total interest income	5,769			27,376			33,145
Interest expense:
Interest bearing deposits:
Demand	113			256			369
Savings and money market accounts	222			301			523
Certificates of deposit greater than 250,000	(48	)		(193	)		(241	)
Certificates of deposit less than 250,000	(60	)		(259	)		(319	)
Total interest bearing deposits	227			105			332
Subordinated debentures	8			168			176
Total interest expense	235			273			508
Net interest income	5,534		$	27,103		$	32,637

All values are in US Dollars.

^(1)^ Consumer and other - These decreases respresent the end of the PPP loans which were $0 and $70,765 as of December 31, 2022 and 2021 respectively.

Net interest income was $193.6 million and $160.9 million for the two years ended December 31, 2022 and 2021, respectively. The increase in net interest income was driven primarily by increased interest rates and deposit growth, which we were able to partially deploy into growing our loan portfolio. The remaining increase in interest was held in interest earning deposits and investment securities.

Comparison of Results of Operations for the Years Ended December 31, 2022 and 2021

	Years Ended<br><br> December 31
(Dollars in thousands)	2022		2021		Better / (Worse)		% Better / (Worse)
Selected Income Statement Information:
Interest income	$	198,413	$	165,268				20.06	%
Interest expense		4,840		4,332		)		-11.73	%
Net interest income		193,573		160,936				20.28	%
Provision for credit losses		6,450		1,910		)		-237.70	%
Net interest income after provision for credit losses		187,123		159,026				17.67	%
Non-interest income		6,178		21,056		)		-70.66	%
Non-interest expense		93,560		91,761		)		-1.96	%
Income before income tax expense		99,741		88,321				12.93	%
Income tax expense		24,651		21,985		)		-12.13	%
Net income	$	75,090	$	66,336				13.20	%

All values are in US Dollars.

Net Income. For the years ended December 31, 2022 and 2021, net income was $75.1 million compared with $66.3 million, respectively. The increase in net income was primarily

      the result of higher net interest income of $32.6 million. This increase was offset by a decrease in non-interest income of $14.9 million, higher provision for credit losses of $4.5 million, higher income tax expense of $2.7 million and an
      increase in non-interest expense of $1.8 million.

Net Interest Income and Net Interest Margin. For the year ended December 31, 2022, net interest income increased $32.6 million, or 20.28%, to $193.6 million compared with

      $160.9 million for the same period a year earlier.  The increase is the result of: \(1\) average interest earning assets increasing $435.4 million, or 9.35%, to $5.1 billion compared with $4.7 billion for the same period a year earlier; and \(2\) the
      net interest margin increasing 34 basis points to 3.80% for all of 2022 compared with 3.46% for the same period a year earlier.  The increase in the net interest margin was primarily the result of the FRB increasing the federal funds rate over
      the past year.

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 losses over the life of the loan and HTM securities portfolios.

The provision for credit losses for the year ended December 31, 2022, was $6.5 million compared with $1.9 million for the same period a year ago. For the year ended December 31, 2022, the Company incurred net charge-offs of $0.2 million compared with net recoveries of $0.2 million for the same period a year earlier.

Non-interest Income. Non-interest income decreased $14.9 million, or 70.66%, to $6.2 million for 2022 compared with $21.1 million for the same period a year earlier. The

      year-over-year decrease in non-interest income was primarily due to: \(1\) a $10.7 million loss on the sale of investment securities versus a $2.6 gain for the same period a year earlier; and \(2\) $2.2 million decline in gains/\(losses\) on deferred
      compensation plan investments.

The Company recorded net gains on deferred compensation plan investments of $0.45 million in 2022 compared to net gains of $2.6 million in 2021. See Note 11, located in “Item 8. Financial Statements and Supplementary Data” 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 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. Non-interest expense increased $1.8 million, or 1.96%, to $93.6 million for 2022 compared with $91.8 million for the same period a year ago. The

      year-over-year increase was primarily comprised of: \(1\) a $0.4 million increase in salaries and employee benefits; \(2\)  a $0.6 million increase in legal expenses; \(3\) a $0.2 million increase in FDIC insurance; \(4\) a $0.2 million increase in
      marketing expenses; and \(5\) an increase of $2.5 million in other miscellaneous expenses \($1.0 million of which was a provision for unused commitments\). These increases were partially off-set by a $2.2 million decline in gain/\(losses\) on deferred
      compensation plan investments. For the year ended December 31, 2022, the Company’s efficiency ratio was 46.84% compared with 50.42% for the same period a year ago.

Net gains on deferred compensation plan obligations were $0.4 million in 2022 compared to net gains of $2.6 million in 2021. See Note 11, located in “Item 8. Financial Statements and Supplementary Data” 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 year ended December 31, 2022, income tax expense was $24.7 million, compared with $22.0 million for the same period a year earlier. For the year

      ended December 31, 2022, the effective tax rate was 24.72% compared with 24.89% for the same period a year ago.

Financial Condition

Total assets grew $149.7 million, or 2.89%, to $5.3 billion at December 31, 2022 compared with $5.2 billion at December 31, 2021. Loans held for investment grew $275.2 million or 8.5% to $3.5 billion at December 31, 2022, compared with $3.2 billion at December 31, 2021. Exclusive of SBA PPP loans, the loan portfolio grew $346 million, or 10.69%, over December 31, 2021. This data constitutes non-GAAP financial data. The Company believes that excluding the temporary effect of the PPP loans furnishes useful information regarding the Company’s growth. Total deposits increased $119.1 million, or 2.57%, to $4.8 billion at December 31, 2022 compared with $4.6 billion at December 31, 2021. The increase in total assets and deposits was primarily the result of continued strong organic deposit growth.

Investment Securities and Federal Reserve Balances

The Company’s investment portfolio decreased by less than 1.0%, to $1.0 billion at December 31, 2022. This decrease is net of the impact of $47.7 million that the Company sold for interest rate risk management purposes. The Company uses its investment portfolio to manage interest rate and liquidity risks. The Company's total investment portfolio as of December 31, 2022 represents 18.72% of the Company’s total assets as compared to 19.45% at December 31, 2021. Not included in the investment portfolio are interest bearing deposits with banks and overnight investments in Federal Reserve balances. Interest bearing deposits with banks consisted primarily of FRB deposits.

The FRB currently pays interest on the deposits that banks maintain in their FRB accounts, whereas historically banks had to sell these Federal Funds to other banks in order to earn interest. 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 $515 million at December 31, 2022 and $663 million at December 31, 2021.

The Company classifies its investment securities as either held-to-maturity (“HTM”) or available-for-sale (“AFS”). Securities are classified as held-to-maturity and are carried at amortized cost, net of an allowance for credit losses, when the Company has the intent and ability to hold the securities to maturity. See Note 2 “Investment Securities” to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. Securities classified as AFS include securities, which may be sold to effectively manage interest rate risk exposure, prepayment risk, satisfy liquidity demands and other factors. These securities are reported at fair value with aggregate, unrealized gains or losses excluded from income and included as a separate component of shareholders’ equity, net of related income taxes. As of December 31, 2022, the Company held no investment securities from any issuer (other than the U.S. Treasury or an agency of the U.S. government or a government-sponsored entity) that totaled over 10% of our shareholders’ equity.

The carrying value of our portfolio of investment securities was as follows:

	As of December 31,
(Dollars in thousands)	2022		2021
Available-for-Sale Securities
U.S. Treasury notes	$	4,964	$	10,089
U.S. Government-sponsored securities		4,427		6,374
Mortgage-backed securities^(1)^		132,528		251,120
Collateralized mortgage obligations^(1)^		1,054		2,436
Corporate securities		9,581		-
Other		310		435
Total available-for-sale securities	$	152,864	$	270,454

^(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,
(Dollars in thousands)	2022		2021
Held-to-Maturity Securities
Mortgage-backed securities^(1)^	$	702,858	$	596,775
Collateralized mortgage obligations^(1)^		80,186		73,781
Municipal securities^(2)^		61,909		66,496
Total held-to-maturity securities	$	844,953	$	737,052

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

^(2)^Municipal securities are net of allowance for credit losses of $393 and $0, respectively.

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

Investment Securities	As of December 31, 2022
	Within One Year					After One but<br><br> <br>Within Five Years					After Five but<br><br> <br>Within Ten Years					After Ten Years					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Debt securities available-for-sale
U.S. Treasury notes	$	4,964		2.37	%	$	-		0.00	%	$	-		0.00	%	$	-		0.00	%	$	4,964		2.37	%
U.S. Government-sponsored securities		3		2.17	%		53		2.29	%		380		4.52	%		3,991		4.52	%		4,427		4.29	%
Mortgage-backed securities^(1)^		13		2.82	%		16,460		2.31	%		15,156		2.41	%		100,899		1.82	%		132,528		1.95	%
Collateralized mortgage obligations^(1)^		-		0.00	%		-		0.00	%		-		0.00	%		1,054		2.35	%		1,054		2.35	%
Corporate securities		-		0.00	%		9,581		3.13	%		-		0.00	%		-		0.00	%		9,581		3.13	%
Other		310		4.60	%		-		0.00	%		-		0.00	%		-		0.00	%		310		4.60	%
Total debt securities available-for-sale	$	5,290		2.50	%	$	26,094		2.61	%	$	15,536		2.46	%	$	105,944		1.93	%	$	152,864		2.11	%

^(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, 2022
	Within One Year					After One but<br><br> <br>Within Five Years					After Five but<br><br> <br>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	%	$	-		0.00	%	$	18,197		1.22	%	$	684,661		1.90	%	$	702,858		1.88	%
Collateralized mortgage obligations^(1)^		-		0.00	%		-		0.00	%		-		0.00	%		80,186		1.80	%		80,186		1.80	%
Municipal securities		883		5.92	%		8,058		3.98	%		15,670		3.70	%		37,691		4.83	%		62,302		4.45	%
Total securities held-to-maturity	$	883		5.92	%	$	8,058		3.98	%	$	33,867		2.37	%	$	802,538		2.03	%	$	845,346		2.07	%

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

Investment Securities	As of December 31, 2021
	Within One Year					After One but<br><br> <br>Within Five Years					After Five but<br><br> <br>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. Treasury notes	$	5,028		2.33	%	$	5,061		2.38	%	$	-		0.00	%	$	-		0.00	%	$	10,089		2.36	%
U.S. Government-sponsored securities		2		1.80	%		148		2.29	%		512		1.55	%		5,712		1.26	%		6,374		1.30	%
Mortgage-backed securities^(1)^		13		1.50	%		21,155		2.36	%		50,554		2.36	%		179,398		1.61	%		251,120		1.83	%
Collateralized mortgage obligations^(1)^		-		0.00	%		-		0.00	%		-		0.00	%		2,436		2.30	%		2,436		2.30	%
Other		435		3.31	%		-		0.00	%		-		0.00	%		-		0.00	%		435		3.31	%
Total securities available-for-sale	$	5,478		2.41	%	$	26,364		2.36	%	$	51,066		2.35	%	$	187,546		1.61	%	$	270,454		1.84	%

^(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, 2021
	Within One Year					After One but<br><br> <br>Within Five Years					After Five but<br><br> <br>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	%	$	-		0.00	%	$	10,641		0.41	%	$	586,134		1.72	%	$	596,775		1.70	%
Collateralized mortgage obligations^(1)^		-		0.00	%		-		0.00	%		-		0.00	%		73,781		1.71	%		73,781		1.71	%
Municipal securities		308		1.10	%		8,487		2.19	%		18,433		3.42	%		39,268		4.52	%		66,496		3.90	%
Total securities held-to-maturity	$	308		1.10	%	$	8,487		2.19	%	$	29,074		2.32	%	$	699,183		1.88	%	$	737,052		1.90	%

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

Expected maturities may differ from contractual maturities because issuers may have the right to call obligations with or without penalties including prepayments on mortgage-backed securities. 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. Common examples of loans and leases made by the Company include:

Commercial and Agricultural Real Estate – These are loans secured by owner-occupied real estate, non-owner-occupied real estate, owner-occupied farmland,

      and multifamily residential properties. Commercial mortgage term loans can be made if the property is either income producing or scheduled to become income producing based upon acceptable pre-leasing, or the income will be the Bank's primary
      source of repayment for the loan. Loans are made both on owner occupied and investor properties; maturities generally do not exceed 15 years \(and may have pricing adjustments on a shorter timeframe\) amortizations of up to 25 years \(30 years for
      multifamily residential properties\); have debt service coverage ratios of 1.00 or better with a target of 1.25 or greater; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived
      risk in the loan.

Real Estate Construction – These are loans for acquisition, development and construction and are secured by commercial or residential real estate. These

      loans are generally made only to experienced local developers with a successful track record; for projects in our service area; with Loan to Value \(LTV\) below 75%; and where the property can be developed and sold within 2 years. Commercial
      construction loans are made only when there is an approved take-out commitment from the Bank or an acceptable financial institution or government agency. Most acquisition, development and construction loans are tied to the prime rate with an
      appropriate spread based on the amount of perceived risk in the loan.

Single Family Residential Real Estate – These are loans primarily made on owner occupied residences; generally underwritten to income and LTV guidelines

      similar to those used by FNMA and FHLMC. However, the Company will make loans on rural residential properties up to 41 acres. Most residential loans have terms from ten to thirty years and carry fixed or variable rates priced to treasury rates.
      The Company has always underwritten mortgage loans based upon traditional underwriting criteria and does not make loans that are known in the industry as “subprime,” “no or low doc,” or “stated income” loans.

Home Equity Lines and Loans – These are loans made to individuals for home improvements and other personal needs. Generally, amounts do not exceed

      $500,000; but can be made for up to $1,000,000 in high cost counties. Combined Loan To Value \(CLTV\) does not exceed 75%; FICO scores are at or above 670; Total Debt Ratios do not exceed 43%; and in some situations the Company is in a 1st lien position

Agricultural – These are non-real estate loans and lines of credit made to farmers to finance agricultural production. Lines of credit are extended to

      finance the seasonal needs of farmers during peak growing periods; are usually established for periods no longer than 12 to 36 months; are often secured by general filing liens on livestock, crops, crop proceeds and equipment; and are most often
      tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a processing plant, or orchard/vineyard development;
      have maturities from five to seven years; and fixed rates that are most often tied to treasury indices or variable rates tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan.

Commercial – These are non-real estate loans and lines of credit to businesses that are sole proprietorships, partnerships, LLC’s and corporations. Lines

      of credit are extended to finance the seasonal working capital needs of customers during peak business periods; are usually established for periods no longer than 12 to 36 months; are often secured by general filing liens on accounts receivable,
      inventory and equipment; and are most often tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a plant
      or purchase of a business; have maturities from five to seven years; and fixed rates that are most often tied to treasury indices or variable rates tied to the prime rate with an appropriate spread based on the amount of perceived risk in the
      loan.

Consumer – These are loans to individuals for personal use, and primarily include loans to purchase automobiles or recreational vehicles, and unsecured

      lines of credit. The Company has a minimal consumer loan portfolio.

Commercial Leases – These are leases primarily to businesses and farmers for financing the acquisition of equipment. They can be either “finance leases”

      where the lessee retains the tax benefits of ownership but obtains 100% financing on their equipment purchases; or “true tax leases” where the Company, as lessor, places reliance on equipment residual value and in doing so obtains the tax
      benefits of ownership. Leases typically have a maturity of three to ten years, and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk. Credit risks are underwritten using the
      same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed with qualified, independent appraisers that establish the residual values the Company uses in structuring a lease.

The Company accounts for leases with Investment Tax Credits (“ITC”) under the deferred method as established in ASC 740-10. ITCs are viewed and accounted for as a reduction of the cost of the related assets and presented as deferred income on the Company’s financial statement.

Each loan or lease type involves risks specific to the: (1) borrower; (2) collateral; and (3) loan & lease structure. See “Results of Operations - Provision and Allowance for Credit Losses” for a more detailed discussion of risks by loan & lease type. The Company’s current underwriting policies and standards are designed to mitigate the risks involved in each loan & lease type. The Company’s policies require that loans and leases be approved only to those borrowers exhibiting a clear source of repayment and the ability to service existing and proposed debt. The Company’s underwriting procedures for all loan & lease types require careful consideration of the borrower, the borrower’s financial condition, the borrower’s management capability, the borrower’s industry, and the economic environment affecting the loan or lease.

Most loans and leases made by the Company are secured, but collateral is the secondary or tertiary source of repayment; cash flow is our primary source of repayment. The quality and liquidity of collateral are important and must be confirmed before the loan is made.

In order to be responsive to borrower needs, the Company prices loans and leases: (1) on both a fixed rate and adjustable rate basis; (2) over different terms; and (3) based upon different rate indices as long as these structures are consistent with the Company’s interest rate risk management policies and procedures. See “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in this Annual Report on Form 10-K for further details.

Overall, the Company's loan & lease portfolio at December 31, 2022 totaled $3.5 billion, an increase of $275.2 million or 8.50% over December 31, 2021. Exclusive of SBA PPP loans, the loan portfolio grew $346.0 million, or 10.69%, over December 31, 2021. This increase in the non-PPP loans occurred as a result of: (1) the Company’s business development efforts directed toward credit-qualified borrowers; and (2) expansion of our service area into the East Bay of San Francisco and Napa County. This data constitutes non-GAAP financial data. The Company believes that excluding the temporary effect of the PPP loans furnishes useful information regarding the Company’s growth.

The following table sets forth the distribution of the loan & lease portfolio by type and percent at the end of each period presented:

	December 31,
	2022					2021
(Dollars in thousands)	Dollars		Percent of Total			Dollars		Percent of Total
Gross Loans and Leases
Real estate:
Commercial	$	1,328,691		37.73	%	$	1,167,516		35.95	%
Agricultural		726,938		20.64	%		672,830		20.72	%
Residential and home equity		387,753		11.01	%		350,581		10.79	%
Construction		166,538		4.73	%		177,163		5.45	%
Total real estate		2,609,920		74.11	%		2,368,090		72.91	%
Commercial & industrial		478,758		13.59	%		427,799		13.17	%
Agricultural		314,525		8.93	%		276,684		8.52	%
Commercial leases		112,629		3.20	%		96,971		2.99	%
Consumer and other^(1)^		5,886		0.17	%		78,367		2.41	%
Total gross loans and leases	$	3,521,718		100.00	%	$	3,247,911		100.00	%

^(1)^ Includes SBA PPP loans of $0 and $70,765 as of December 31, 2022 and December 31, 2021, respectively.

The following table shows the maturity distribution and interest rate sensitivity of the loan portfolio of the Company as of December 31, 2022.

	Loan Contractual Maturity
(Dollars in thousands)	One Year or Less		After One<br><br> <br>But Within Five Years		After Five<br><br> <br>But Within Fifteen Years		After Fifteen Years		Total
Gross loan and leases:
Real estate:
Commercial	$	61,340	$	326,671	$	889,041	$	51,639	$	1,328,691
Agricultural		26,588		172,766		452,249		75,335		726,938
Residential and home equity		384		4,143		117,421		265,805		387,753
Construction		94,238		72,300		-		-		166,538
Total real estate		182,550		575,880		1,458,711		392,779		2,609,920
Commercial & industrial		216,019		181,520		75,093		6,126		478,758
Agricultural		197,010		98,898		18,617		-		314,525
Commercial leases		45,503		61,377		5,749		-		112,629
Consumer and other		753		3,989		1,144		-		5,886
Total gross loans and leases	$	641,835	$	921,664	$	1,559,314	$	398,905	$	3,521,718
Rate Structure for Loans
Fixed Rate	$	116,749	$	475,248	$	1,158,859	$	255,628	$	2,006,484
Adjustable Rate		525,086		446,416		400,455		143,277		1,515,234
Total gross loans and leases	$	641,835	$	921,664	$	1,559,314	$	398,905	$	3,521,718

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 nonaccrual. 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. Non-accrual loans and
      leases totaled $571,000 and $516,000 for the years ended December 31, 2022 and 2021, respectively.

Restructured Loans and Leases - A restructuring of a loan or lease constitutes a TDR under ASC 310-40, if the Company for economic or legal reasons related to the debtor's

      financial difficulties grants a concession to the borrower that it would not otherwise consider, except when subject to the CARES Act and H.R. 133, as discussed below. Restructured loans or leases typically present an elevated level of credit
      risk, as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to
      perform after the restructure, management may keep the loan or lease on accrual. Loans and leases that are on non-accrual status at the time they become TDR loans or leases, remain on non-accrual status until the borrower demonstrates a sustained
      period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently
      in compliance with its modified terms. However, these loans or leases continue to be classified as collateral dependent and are individually evaluated for impairment.

At December 31, 2022, restructured loans totaled $1.3 million compared with $2.3 million at December 31, 2021, all of which were performing. See Note 4 “Loans and Leases” to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

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 $873,000 of foreclosed OREO at December 31, 2022, and at December 31, 2021.

Not included in the table below, but relevant to a discussion of asset quality are loans that were granted some form of relief because of COVID-19 but were not considered TDRs because of the CARES Act and H.R. 133. Since April 2020, we have restructured $304.0 million of loans under the CARES Act and H.R. 133 guidelines (see “Part I, Introduction - COVID-19 (Coronavirus) Disclosure”). At December 31, 2022, all loans that were restructured as part of the CARES Act, have returned to the contractual terms and conditions of the loans, without exception.

The following table summarizes the loans for which the accrual of interest has been discontinued and loans more than 90 days past due and still accruing interest, including those non-accrual loans that are troubled debt restructured loans, and OREO (as hereinafter defined):

	December 31,
(Dollars in thousands)	2022			2021
Non-performing assets:
Non-accrual loans and leases, not TDRs
Real estate:
Commercial	$	403		$	-
Agricultural		-			18
Residential and home equity		-			-
Construction		168			-
Total real estate		571			18
Commercial & industrial		-			-
Agricultural		-			-
Commercial leases		-			-
Consumer and other		-			-
Subtotal		571			18
Non-accrual loans and leases, are TDRs
Real estate:
Commercial		-			-
Agricultural		-			-
Residential and home equity		-			-
Construction		-			-
Total real estate		-			-
Commercial & industrial		-			-
Agricultural		-			498
Commercial leases		-			-
Consumer and other		-			-
Subtotal		-			498
Total non-performing loans and leases	$	571		$	516
Other real estate owned ("OREO")	$	873		$	873
Total non-performing assets	$	1,444		$	1,389
Performing TDRs	$	1,311		$	1,824
Selected ratios:
Non-performing loans to total loans and leases		0.02	%		0.02	%
Non-performing assets to total assets		0.03	%		0.03	%

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 4. “Loans and Leases”, located in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for an allocation of the allowance classified to collateral dependent loans and leases.

Except for non-performing loans and leases discussed above, the Company’s management is not aware of any loans and leases as of December 31, 2022, for which known financial problems of the borrower would cause serious doubts as to the ability of these borrowers to materially comply with their present loan or lease repayment terms, or any known events that would result in the loan or lease being designated as non-performing at some future date. However:

•	The State of California experienced drought conditions from 2013 through most of 2016. After 2016, reasonable levels of rain and snow alleviated drought conditions in our primary service area, but the winter of 2020-2021 and 2021-2022<br> were once again dry (although 2023 has begun with significant levels of rain and snow). Despite this, the availability of water in our primary service area was not an issue for the 2022 growing season. However, the weather patterns over<br> the past nine years further reinforce the fact that the long-term risks associated with the availability of water are significant.
•	While significant progress has been made in fighting the COVID-19 virus, particularly with the development of vaccines, the effects of COVID-19 are still with us, and it is impossible to predict the ultimate impact on classified and<br> non-performing loans and leases (see Part I. “Introduction - COVID-19 (Coronavirus) Disclosure”).
---	---

•

The State of California experienced drought conditions from 2013 through most of 2016. After 2016, reasonable levels of rain and snow alleviated drought conditions in our primary service area, but the winter of 2020-2021 and 2021-2022 were once again dry (although 2023 has begun with significant levels of rain and snow). Despite this, the availability of water in our primary service area was not an issue for the 2022 growing season. However, the weather patterns over the past nine years further reinforce the fact that the long-term risks associated with the availability of water are significant.

•

While significant progress has been made in fighting the COVID-19 virus, particularly with the development of vaccines, the effects of COVID-19 are still with us, and it is impossible to predict the ultimate impact on classified and non-performing loans and leases (see Part I. “Introduction - COVID-19 (Coronavirus) Disclosure”).

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Allowance for Credit Losses—Loans and Leases

The Company maintains an allowance for credit losses (“ACL”) under the guidance of Financial Accounting Standards Board Accounting Standards Update 2016-13, 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 & 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 three primary components: specific reserves related to collateral dependent loans and leases; general reserves for current expected credit losses related to loans and leases that are not collateral dependent; and an unallocated component that takes into account the imprecision in estimating and allocating allowance balances associated with macro factors. See Note 1, located in “Item 8. Financial Statements and Supplementary Data” for a detailed discussion on the Company’s allowance for credit losses.

The following table sets forth the activity in our ACL for the periods indicated:

	Year Ended December 31,
(Dollars in thousands)	2022			2021
Allowance for credit losses:
Balance at beginning of year	$	61,007		$	58,862
Provision / (recapture) for credit losses		6,057			1,910
Charge-offs:
Real estate:
Commercial		(170	)		-
Agricultural		-			-
Residential and home equity		(25	)		-
Construction		-			-
Total real estate		(195	)		-
Commercial & industrial		(324	)		-
Agricultural		-			-
Commercial leases		-			-
Consumer and other		(62	)		(44	)
Total charge-offs		(581	)		(44	)
Recoveries:
Real estate:
Commercial		-			-
Agricultural		-			-
Residential and home equity		131			98
Construction		-			-
Total real estate		131			98
Commercial & industrial		195			99
Agricultural		53			55
Commercial leases		-			-
Consumer and other		23			27
Total recoveries		402			279
Net charge-offs / recoveries		(179	)		235
Balance at end of year	$	66,885		$	61,007
Selected financial information:
Gross loans and leases held for investment	$	3,512,361		$	3,237,177
Average loans and leases		3,278,931			3,084,339
Non-performing loans and leases		571			516
Allowance for credit losses to non-performing loans and leases		11713.66	%		11823.06	%
Net charge-offs / (recoveries) to average loans and leases		0.01	%		(0.01	%)
Provision for credit losses to average loans and leases		0.18	%		0.06	%
Allowance for credit losses to loans and leases held for investment		1.90	%		1.88	%

The increase in ACL in both 2021 and 2022 was primarily related to higher expected probable losses inherent in the loan portfolio that was directly related to quantitative and qualitative factors associated with the current economic environment and overall growth in the loan portfolio.

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

	December 31,
	2022					2021
(Dollars in thousands)	Dollars		Percent of<br><br> <br>Each Loan<br><br> <br>Type to<br><br> <br>Total Loans			Dollars		Percent of<br><br> <br>Each Loan<br><br> <br>Type to<br><br> <br>Total Loans
Allowance for credit losses:
Real estate:
Commercial	$	18,055		37.73	%	$	28,536		35.95	%
Agricultural		14,496		20.64	%		9,613		20.72	%
Residential and home equity		7,508		11.01	%		2,847		10.79	%
Construction		3,026		4.73	%		1,456		5.45	%
Total real estate		43,085		74.11	%		42,452		72.91	%
Commercial & industrial		11,503		13.59	%		11,489		13.17	%
Agricultural		10,202		8.93	%		5,465		8.52	%
Commercial leases		1,924		3.20	%		938		2.99	%
Consumer and other		171		0.17	%		663		2.41	%
Total allowance for credit losses	$	66,885		100.00	%	$	61,007		100.00	%

Deposits

Total deposits were $4.76 billion and $4.64 billion as of December 31, 2022 and 2021, respectively. In addition to the Company’s ongoing business development activities for deposits, in management’s opinion the following factors positively impacted year-over-year deposit growth: (1) the Company’s strong financial results and position and F&M Bank’s reputation as one of the most safe and sound banks in its market area; and (2) the Company’s expansion of its service area into Walnut Creek, Oakland, Concord and Napa.

Non-interest bearing demand deposits increased to $1.76 billion, or 36.96% of total deposits, as of December 31, 2022 from $1.75 billion, or 37.72% of total deposits, as of December 31, 2021. Interest bearing deposits are comprised of interest-bearing transaction accounts, money market accounts, regular savings accounts, and certificates of deposit.

Total deposits have increased 2.57% since December 31, 2021:

•	Demand and interest-bearing transaction accounts totaled $2.88 billion at December 31, 2022, an increase of $36.1 million, or 1.27% from $2.85 billion held at December 31, 2021.
•	Savings and money market accounts increased $144.1 million, or 10.29%, to $1.54 billion at December 31, 2022 compared with $1.40 billion at December 31, 2021.
---	---
•	Certificates of deposit accounts decreased $61.1 million, or 15.56%, to $331.4 million at December 31, 2022 compared with $392.5 million at December 31, 2021.
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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:


							2021							2020
(Dollars in thousands)		Interest Expense		Average Rate			Average Balance		Interest Expense		Average Rate			Average Balance		Interest Expense		Average Rate
Total deposits:
Interest bearing deposits:
Demand	1,120,198		1,497		0.13	%	$	1,024,009		1,128		0.11	%	$	787,306		1,618		0.21	%
Savings and money market	1,542,310		1,981		0.13	%		1,352,258		1,458		0.11	%		1,128,623		2,724		0.24	%
Certificates of deposit greater than 250,000	157,623		460		0.29	%		170,040		701		0.41	%		220,952		2,535		1.15	%
Certificates of deposit less than 250,000	215,044		411		0.19	%		235,746		730		0.31	%		268,294		2,236		0.83	%
Total interest bearing deposits	3,035,175		4,349		0.14	%		2,782,053		4,017		0.14	%		2,405,175		9,113		0.38	%
Non-interest bearing deposits	1,751,797							1,610,611							1,232,874
Total deposits	4,786,972	$	4,349		0.09	%	$	4,392,664	$	4,017		0.09	%	$	3,638,049	$	9,113		0.25	%

All values are in US Dollars.

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 significant increase in short-term interest rates during 2022 has placed pressure on deposit pricing, and we will continue to manage this ongoing impact through careful deposit pricing. The average cost of deposits, including non-interest bearing deposits was 0.09% for all of 2022 and all of 2021.

The following table shows deposits with a balance greater than $250,000 at December 31, 2022 and 2021:


(Dollars in thousands)		2021
Non-Maturity Deposits greater than 250,000	2,872,754	$	2,708,576
Certificates of deposit greater than 250,000, by maturity:
Less than 3 months	45,078		59,591
3 months to 6 months	30,426		37,182
6 months to 12 months	44,189		59,945
More than 12 months	9,153		12,147
Total certificates of deposit greater than 250,000	128,846	$	168,865
Total deposits greater than 250,000	3,001,600	$	2,877,441

All values are in US Dollars.

Refer to the Year-To-Date Average Balances and Rate Schedules located in this "Item 7. 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. At December 31, 2022 and 2021, the Bank had $3.0 million, of these deposits.

Federal Home Loan Bank Advances and Federal Reserve Bank Borrowings

Lines of Credit with the Federal Reserve Bank and Federal Home Loan Bank are other key sources of funds to support earning assets. 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 December 31, 2022 or 2021. There were no Federal Funds purchased or advances from the FRB at December 31, 2022 or 2021.

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 this Annual Report on 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 will continue to qualify as regulatory capital.

These securities accrue interest at a variable rate based upon 3-month LIBOR plus 2.85%. Interest rates reset quarterly (the next reset is March 17, 2023) and the rate was 7.59% as of December 31, 2022. The average rate paid for these securities was 4.76% in 2022 and 3.06% in 2021. Additionally, if the Company decided to defer interest on the subordinated debentures, the Company would be prohibited 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 $485.3 million at December 31, 2022, and $463.1 million at the end of 2021.

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.

The Company believes that it is currently in compliance with all of these capital requirements and that they will not result in any restrictions on the Company’s business activity.

Management believes that the Bank meets 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 December 31, 2022 and 2021.

The following table sets forth our capital ratios:

	Minimum to be Categorized<br><br> <br>as "Well Capitalized" under<br><br> <br>Prompt Corrective Action<br><br> <br>Regulations	As of<br><br> December 31,
(Dollars in thousands)		2022			2021
Farmers & Merchants Bancorp
CET1 capital to risk-weighted assets	N/A		11.57	%		11.68	%
Tier 1 capital to risk-weighted assets	N/A		11.80	%		11.94	%
Risk-based capital to risk-weighted assets	N/A		13.06	%		13.19	%
Tier 1 leverage capital ratio	N/A		9.36	%		8.92	%
Farmers & Merchants Bank
CET1 capital to risk-weighted assets	6.50%		11.79	%		11.91	%
Tier 1 capital to risk-weighted assets	8.00%		11.79	%		11.91	%
Risk-based capital to risk-weighted assets	10.00%		13.04	%		13.17	%
Tier 1 leverage capital ratio	5.00%		9.35	%		8.91	%

On November 15, 2021, the Board of Directors reauthorized the Company’s share repurchase program for up to $20.0 million of the Company’s common stock (“Repurchase Plan”), representing approximately 4% of outstanding shareholders’ equity. 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. On November 8, 2022, the Board of Directors authorized an extension to its share repurchase program through December 31, 2024 for an additional $20.0 million of the Company’s common stock (“Repurchase Plan”), which represents approximately 4% of outstanding shareholders’ equity.

During 2022, the Company repurchased 21,309 shares under the Repurchase Plan, for a total of $20.3 million.

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 Company had the following off balance sheet commitments as of the dates indicated.

The following table sets forth our off-balance sheet lending commitments as of December 31, 2022:

			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	$	1,141,036	$	423,956	$	203,186	$	476,671	$	37,223
Standby letters of credit		17,138		10,770		4,468		1,470		430
Total off-balance sheet commitments	$	1,158,174	$	434,726	$	207,654	$	478,141	$	37,653

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.

Standby letters of credit are conditional commitments issued by the Company to guarantee performance of or payment for a customer to a third-party. Most standby letters of credit have maturity dates ranging from 1 to 60 months with final expiration in January 2027. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Additionally, the Company maintains a reserve for off balance sheet commitments, which totaled $ 2.1 million and $315,000 at December 31, 2022 and 2021, respectively.

The allowance for credit losses - unfunded loan commitments was $2.1 million at December 31, 2022 compared to $0.3 million at December 31, 2021. The increase in ACL in 2022 was primarily related to higher expected probable losses inherent in the loan portfolio that was directly related to quantitative and qualitative factors associated with the current economic environment and overall growth in the loan portfolio.

Liquidity

The ability to have readily available funds sufficient to repay maturing liabilities is of primary importance to depositors, creditors and regulators. 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 so funds are accessible. Liquidity requirements can also be met through short-term borrowings or the disposition of short-term assets. We had the following borrowing lines available at December 31, 2022:

	As of December 31, 2022
(Dollars in thousands)	Total Credit Line Limit		Current Credit Line Available		Outstanding Amount		Remaining Credit Line Available		Value of Collateral Pledged
Additional liquidity sources:
Federal Home Loan Bank	$	757,866	$	757,866	$	-	$	757,866	$	1,225,175
Federal Reserve BIC		650,925		650,925		-		650,925		883,754
FHLB Fed Funds		18,000		18,000		-		18,000		-
US Bank Fed Funds		35,000		35,000		-		35,000		-
PCBB Fed Funds		50,000		50,000		-		50,000		-
Total additional liquidity sources	$	1,511,791	$	1,511,791	$	-	$	1,511,791	$	2,108,929

We believe our liquid assets and short-term borrowing credit lines are adequate to meet our cash flow needs for loan funding and deposit cash withdrawal for the foreseeable future. As of December 31, 2022, we had $958 million in cash and unencumbered investment securities; $2.1 million in investment securities and $2.1 billion in loans pledged as collateral on short-term borrowing credit lines. 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, our liquidity will be met by changing the relative distribution of our asset portfolios by reducing our investment or loan volumes, or selling or encumbering assets. Further, we will increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from our correspondent banks as well as the FHLB. At the current time, our long-term liquidity needs primarily relate to funds required to support loan 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 primary investing activities are the origination of loans, and purchases and sales of investment securities. As of December 31, 2022, we had unfunded loan commitments of $1.1 billion and unfunded letters of credit of $17.1 million. We anticipate that we will have sufficient funds available to meet current loan commitments.

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk

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. We manage our interest-rate sensitivity by matching the re-pricing opportunities on our earning assets to those on our funding liabilities.

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 used to reduce mismatches in interest rate re-pricing opportunities of portfolio assets and their funding sources.

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.

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 used 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 national indexes to estimate these prepayments and assumes the reinvestment of the proceeds at current yields. Our non-term deposit products 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 grows modestly, but that its structure will remain similar to the structure as of the period presented. 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.

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 200 basis points. As of the periods presented, our net interest margin exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us. Our simulation model highlights the fact that our balance sheet is asset sensitive, which means that our net interest income rises in a rising interest rate environment.

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 FHLB index 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.

Gap Analysis. Another way to measure the impact that future changes in interest rates will have on net interest income is through a cumulative gap measure. The gap

      represents the net position of assets and liabilities subject to re-pricing in specified periods.  A gap analysis highlights the distribution of re-pricing opportunities of our interest earning assets and interest-bearing liabilities, the
      interest rate sensitivity gap \(that is, interest rate sensitive assets less interest rate sensitive liabilities\), cumulative interest earning assets and interest bearing liabilities, the cumulative interest rate sensitivity gap, the ratio of
      cumulative interest earning assets to cumulative interest-bearing liabilities and the cumulative gap as a percentage of total assets and total interest earning assets as of the periods presented. The analysis also sets forth the time periods
      during which interest earning assets and interest bearing liabilities will mature or may re-price in accordance with their contractual terms. The interest rate relationships between the re-priceable assets and re-priceable liabilities are not
      necessarily constant and may be affected by many factors, including the behavior of clients in response to changes in interest rates.

Gap analysis has certain limitations. Measuring the volume of re-pricing or maturing assets and liabilities does not always measure the full impact on the portfolio value of equity or net interest income. Gap analysis does not account for rate caps on products, dynamic changes such as increasing prepayment speeds as interest rates decrease, basis risk, embedded options or the benefit of no-rate funding sources. The relation between product rate re-pricing and market rate changes (basis risk) is not the same for all products. The majority of interest earning assets generally re-price along with a movement in market rates, while non-term deposit rates in general move more slowly and usually incorporate only a fraction of the change in market rates.

Products categorized as non-rate sensitive, such as our non-interest bearing demand deposits, in the gap analysis behave like long-term fixed rate funding sources. Management uses income simulation, net interest income rate shocks and market value of portfolio equity as its primary interest rate risk management tools.

Item 8.	Financial Statements and Supplementary<br> Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (Eide Bailly LLP, San Ramon, California, PCAOB ID: 286)<br><br> <br>Report of Independent Registered Public Accounting Firm (Moss Adams LLP, San Francisco, California, PCAOB ID: 659)		70
Consolidated Financial Statements
	Consolidated Statements of Financial Condition as of December 31, 2022, and 2021	74
	Consolidated Statements of Income for the three years ended December 31, 2022, 2021 and 2020	75
	Consolidated Statements of Comprehensive Income for the three years ended December 31, 2022, 2021 and 2020	76
	Consolidated Statements of Changes in Shareholders’ Equity for the three years ended December 31, 2022, 2021 and 2020	77
	Consolidated Statements of Cash Flows for the three years ended December 31, 2022, 2021 and 2020	78
Notes to the Consolidated Financial Statements		79

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Farmers & Merchants Bancorp

Lodi, California

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Farmers & Merchants Bancorp and subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2022 due to the adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Loans and Leases

The Company has a gross loan portfolio of $3.5 billion and related allowance for credit losses (ACL) of $66.9 million as of December 31, 2022. As discussed in Notes 1 & 5 of the Company’s consolidated financial statements, the ACL represents management’s estimate of expected credit losses over the contractual life of the loan portfolio. The ACL is estimated using relevant available information relating to past events, current economic conditions, and reasonable and supportable forecasts, as well as qualitative adjustments applied on a portfolio segment basis. The qualitative adjustments are used to bring the ACL to the level management believes is appropriate based on factors that are otherwise unaccounted for in the quantitative process.

Auditing these complex judgments and assumptions involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.

Our considerations and procedures performed to address this critical audit matter included:

•

Obtaining an understanding of the Company’s process for establishing the ACL, including the models selected by management to estimate quantitative components of the ACL and qualitative adjustments made to the ACL. This includes the process utilized by management to challenge the model results and determine the best estimate of the ACL as of the balance sheet date.

•

Evaluating the design and testing the operating effectiveness of controls relating to the development and approval of the ACL methodology, management’s identification, determination and controls related to the significant assumptions used in the models, controls around the reliability and accuracy of the data used in the models, analysis of the ACL results and management’s review and approval of the ACL.

---

•	Determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices.
•	Evaluating the identification and measurement of the qualitative adjustments, including the basis for concluding an adjustment was warranted and compared the adjustments utilized by management to<br> both internal portfolio metrics and external macroeconomic data to support the adjustments and evaluated the trends in such adjustments. We searched for and evaluated information that corroborates or contradicts management’s<br> identification and measurement of qualitative factors.
---	---
•	Testing the completeness and accuracy of internal loan level data used as the basis for the calculation, including management’s controls.
---	---
•	Testing the mathematical accuracy and computation of the ACL.
---	---

/s/ Eide Bailly LLP

We have served as the Company’s auditor since 2022.

San Ramon, California

March 15, 2023

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Farmers & Merchants Bancorp

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial condition of Farmers & Merchants Bancorp and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

                audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial

                statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

Sacramento, California

March 16, 2022

We have served as the Company’s auditor from 2013 through 2022.

Farmers & Merchants Bancorp

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


(Dollars in thousands, except share and per share amounts)			2021
ASSETS
Cash and due from banks	73,358		$	52,499
Interest bearing deposits with banks	514,899			662,961
Total cash and cash equivalents	588,257			715,460
Securities available-for-sale, at fair value	152,864			270,454
Securities held-to-maturity, fair value 688,393 and 725,841, respectively	845,346			737,052
Allowance for credit losses - securities	(393	)		-
Total investment securities	997,817			1,007,506
Non-marketable securities	15,549			15,549
Loans and leases held for investment	3,512,361			3,237,177
Allowance for credit losses - loans and leases	(66,885	)		(61,007	)
Loans held for investment, net	3,445,476			3,176,170
Bank-owned life insurance	73,038			71,411
Premises and equipment, net	49,476			47,730
Deferred income tax assets	31,507			25,542
Accrued interest receivable	21,602			18,098
Goodwill	11,183			11,183
Other intangibles	2,809			3,402
Other real estate owned	873			873
Other assets	89,812			84,796
TOTAL ASSETS	5,327,399		$	5,177,720
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing	1,758,793		$	1,750,330
Interest bearing:
Demand	1,125,014			1,097,337
Savings and money market	1,544,062			1,400,000
Certificates of deposit	331,400			392,485
Total interest bearing	3,000,476			2,889,822
Total deposits	4,759,269			4,640,152
Subordinated debentures	10,310			10,310
Interest payable and other liabilities	72,512			64,122
Total Liabilities	4,842,091			4,714,584
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, 768,337 and 789,646 issued and outstanding at<br> December 31, 2022 and 2021, respectively	8			8
Additional paid-in capital	57,206			77,516
Retained earnings	449,932			387,331
Accumulated other comprehensive (loss), net of taxes	(21,838	)		(1,719	)
TOTAL SHAREHOLDERS’ EQUITY	485,308			463,136
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	5,327,399		$	5,177,720

All values are in US Dollars.

See accompanying notes to the consolidated financial statements.

Farmers & Merchants Bancorp

Consolidated Statements of Income

	Year Ended December 31,
(Dollars in thousands, except share and per share amounts)	2022			2021		2020
Interest income
Interest and fees on loans and leases	$	164,022		$	147,208	$	143,383
Interest and dividends on securities		22,289			17,158		14,704
Interest on deposits with others		12,102			902		1,207
Total interest income		198,413			165,268		159,294
Interest expense
Deposits		4,349			4,017		9,113
Subordinated debentures		491			315		378
Total interest expense		4,840			4,332		9,491
Net interest income		193,573			160,936		149,803
Provision for credit losses		6,450			1,910		4,500
Net interest income after provision for credit losses		187,123			159,026		145,303
Non-interest income
Card processing		7,123			6,959		5,536
Service charges on deposit accounts		2,794			2,972		2,637
Increase in cash surrender value of BOLI		2,233			2,175		2,088
Net (loss)/gain on sale of investment securities available-for-sale		(10,689	)		2,554		40
Net gain on deferred compensation benefits		451			2,614		1,777
Other		4,266			3,782		2,976
Total non-interest income		6,178			21,056		15,054
Non-interest expense
Salaries and employee benefits		64,250			63,860		56,950
Net gain on deferred compensation benefits		451			2,614		1,777
Occupancy		4,717			4,675		4,640
Data Processing		4,968			4,967		4,994
FDIC insurance		1,444			1,237		517
Marketing		1,324			1,097		922
Legal		737			140		128
Other		15,669			13,171		12,478
Total non-interest expense		93,560			91,761		82,406
INCOME BEFORE INCOME TAXES		99,741			88,321		77,951
Income tax expense		24,651			21,985		19,217
NET INCOME	$	75,090		$	66,336	$	58,734
Earnings per common share:
Basic	$	96.55		$	84.01	$	74.03
Diluted	$	96.55		$	84.01	$	74.03
Weighted average number of common shares
Basic		777,726			789,646		793,337
Diluted		777,726			789,646		793,337

See accompanying notes to the consolidated financial statements.

FARMERS & MERCHANTS BANCORP

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
(Dollars in thousands)	2022			2021			2020
Net income	$	75,090		$	66,336		$	58,734
Other comprehensive income
Unrealized holding (losses)/gains on available-for-sale debt securities		(39,015	)		(17,986	)		13,905
Reclassification adjustment for losses/(gains) on available-for-sale debt securities		10,689			(2,554	)		(40	)
Amortization of unrealized loss on debt securities transferred to held-to-maturity		(238	)		(457	)		-
Net unrealized holding (losses)/gains on available-for-sale debt securities		(28,564	)		(20,997	)		13,865
Income tax benefit/(expense)		8,445			6,207			(4,099	)
Other comprehensive (loss)/income, net of tax		(20,119	)		(14,790	)		9,766
Total comprehensive income	$	54,971		$	51,546		$	68,500

See accompanying notes to the consolidated financial statements.

Farmers & Merchants Bancorp

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except share and per share amounts)			Amount		Additional<br><br> <br>Paid-In<br><br> <br>Capital			Retained<br><br> <br>Earnings			Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>(Loss)/Income			Total
Balance as of January 1, 2020	793,033		$	8	$	79,947		$	286,036		$	3,305		$	369,296
Net income	-			-		-			58,734			-			58,734
Other comprehensive income, net of tax	-			-		-			-			9,766			9,766
Cash dividends declared (14.75<br> per share)	-			-		-			(11,700	)		-			(11,700	)
Issuance of common stock	523			-		403			-			-			403
Repurchase of common stock	(3,910	)		-		(2,834	)		-			-			(2,834	)
Balance as of December 31, 2020	789,646		$	8	$	77,516		$	333,070		$	13,071		$	423,665
Net income	-			-		-			66,336			-			66,336
Other comprehensive loss, net of tax	-			-		-			-			(14,790	)		(14,790	)
Cash dividends declared (15.30<br> per share)	-			-		-			(12,075	)		-			(12,075	)
Balance as of December 31, 2021	789,646		$	8	$	77,516		$	387,331		$	(1,719	)	$	463,136
Net income	-			-		-			75,090			-			75,090
Other comprehensive loss, net of tax	-			-		-			-			(20,119	)		(20,119	)
Cash dividends declared (16.15<br> per share)	-			-		-			(12,489	)		-			(12,489	)
Repurchase of common stock	(21,309	)		-		(20,310	)		-			-			(20,310	)
Balance as of December 31, 2022	768,337		$	8	$	57,206		$	449,932		$	(21,838	)	$	485,308

All values are in US Dollars.

See accompanying notes to the consolidated financial statements.

Farmers & Merchants Bancorp

Consolidated Statements of Cash Flows

	Year Ended December 31,
(Dollars in thousands)	2022			2021			2020
Cash flows from operating activities:
Net income	$	75,090		$	66,336		$	58,734
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		6,450			1,910			4,500
Depreciation and amortization		2,428			2,632			2,769
Net amortization of securities premiums and discounts		376			1,446			1,159
Increase in cash surrender value of BOLI		(2,233	)		(2,175	)		(2,088	)
Decrease/(increase) in deferred income taxes, net		4,330			(880	)		(1,962	)
Loss/(gains) on sale of securities available-for-sale		10,689			(2,554	)		(40	)
Net changes in:
Other assets		(8,262	)		(12,432	)		(818	)
Other liabilities		12,910			5,680			(4,135	)
Net cash provided by operating activities		101,778			59,963			58,119
Cash flows from investing activities:
Net change in loans held for investment		(275,061	)		(137,216	)		(427,049	)
Purchase of available-for-sale securities		(10,217	)		(257,231	)		(670,550	)
Purchase of held-to-maturity securities		(173,907	)		(395,176	)		(22,020	)
Purchase of non-marketable securities		-			(2,856	)		-
Proceeds from sales, maturities, calls and pay downs of available-for-sale securities		88,504			458,855			383,257
Proceeds from maturities, calls and pay downs of held-to-maturity securities		65,493			43,287			13,299
Purchase of premises and equipment		(4,190	)		(2,069	)		(7,709	)
Purchase of other investments		(6,600	)		(8,192	)		(6,063	)
Redemption of other investments		-			2,752			-
Proceeds from bank-owned life insurance		606			-			-
Proceeds from sale of assets		73			1,696			81
Net cash used in investing activities		(315,299	)		(296,150	)		(736,754	)
Cash flows from financing activities:
Net increase in deposits		119,117			579,885			782,248
Cash dividends paid		(12,489	)		(12,075	)		(11,700	)
Net cash used in share repurchase of common stock		(20,310	)		-			(2,834	)
Net provided by financing activities		86,318			567,810			767,714
Net change in cash and cash equivalents		(127,203	)		331,623			89,079
Cash and cash equivalents, beginning of year		715,460			383,837			294,758
Cash and cash equivalents, end of year	$	588,257		$	715,460		$	383,837
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,785		$	4,369		$	10,903
Income taxes paid	$	12,469		$	29,941		$	9,581
Issuance of common stock	$	-		$	-		$	403
Supplemental disclosures of non-cash transactions:
Investment securities available-for-sale transferred to held-to-maturity	$	-		$	316,925		$	-
Unrealized (losses)/gains on securities available for sale	$	28,326		$	20,540		$	(13,865	)
Lease liabilities arising from obtaining right-of-use assets	$	-		$	295		$	-

See accompanying notes to the consolidated financial statements.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS

Note 1—Summary of Significant Accounting

    Policies

Nature of Operations and basis of consolidation — Farmers & Merchants Bancorp (“FMCB”) is a Delaware corporation headquartered in Lodi, California and is the bank holding company for Farmers & Merchants Bank of Central California (the “Bank” or

      “F&M Bank” and together with FMCB, the “Company”\).  The Company operates all business activities through the Bank, which was organized in 1916.  F&M Bank is a California state-chartered bank.  F&M Bank operates under the supervision
      of the California Department of Financial Protection and Innovation \(“DFPI”\), and its deposits are insured by the Federal Deposit Insurance Corporation \(“FDIC”\). F&M Bank is not a member of the Federal Reserve System; however, FMCB operates
      as a bank holding company under the Federal Bank Holding Company Act of 1956, subject to and under the supervision of and examination by the Board of Governors of the Federal Reserve System \(“FRB”\) and is the sole shareholder of F&M Bank.
      Both FMCB and F&M Bank are subject to periodic examination by these applicable federal and state regulatory agencies and file periodic reports and other information with the agencies.  The Company considers F&M Bank to be its sole
      operating segment.

The Company’s other wholly-owned subsidiaries include F & M Bancorp, Inc. and FMCB Statutory Trust I. F & M Bancorp, Inc. was created in March 2002 to protect the name F & M Bank. During 2002, the Company completed a fictitious name filing in California to begin using the streamlined name “F & M Bank” as part of a larger effort to enhance the Company’s image and build brand name recognition. In December 2003, the Company formed a wholly owned subsidiary, FMCB Statutory Trust I, for the sole purpose of issuing Trust Preferred Securities and related subordinated debentures. In accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), FMCB Statutory Trust I is a non-consolidated subsidiary.

Through its network of 29 banking offices and 3 free-standing ATMs, F&M Bank emphasizes personalized service along with a broad range of banking services to businesses and individuals located in the service areas of its offices. Although the Company focuses on marketing its services to small and medium-sized businesses, a broad range of retail banking services are also made available to the local consumer market. F&M Bank branches are located through the mid Central Valley of California, including Sacramento, San Joaquin, Solano, Stanislaus and Merced counties and the east region of the San Francisco Bay Area including Napa, Alameda and Contra Costa counties.

F&M Bank provides a broad complement of lending products, including commercial, commercial real estate, real estate construction, agribusiness, consumer, credit card, residential real estate loans, and equipment leases. Commercial products include term loans, leases, lines of credit and other working capital financing and letters of credit. Financing products for individuals include automobile financing, lines of credit, residential real estate, home improvement and home equity lines of credit.

F&M Bank also offers a wide range of deposit products. These include checking, savings, money market, time certificates of deposit, individual retirement accounts and online banking services for both business and personal accounts.

F&M Bank offers a wide range of specialized services designed for the needs of its commercial accounts. These services include a credit card program for merchants, lockbox and other collection services, account reconciliation, investment sweep, on-line account access, and electronic funds transfers by way of domestic and international wire and automated clearinghouse.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

F&M Bank makes investment products available to customers, including mutual funds and annuities. These investment products are offered through a third-party, which employs investment advisors to meet with and provide investment advice to the Company’s customers.

The consolidated financial statements of the Company include the accounts of FMCB together with the Bank. All intercompany transactions and balances have been eliminated.

Use of estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses (“ACL”), the determination of the fair value of certain financial instruments, and deferred income tax assets.

Reclassifications — Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year’s presentation. There was no impact on net income or retained earnings as a result of any reclassification.

Cash and cash equivalents — Cash and cash equivalents consist of cash on hand, amounts due from banks, interest bearing deposits, and federal funds sold, all of which have original maturities of three months or less. The Company places its cash with high credit quality institutions. The amounts on deposit fluctuate and, at times, exceed the insured limit by the FDIC, which potentially subjects the Company to credit risk. For these instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities — Investment securities are classified as held-to-maturity (“HTM”) when the Company has the positive intent and ability to hold the securities to maturity. Investment securities are classified as available-for-sale (“AFS”) when the Company has the intent of holding the security for an indefinite period of time, but not necessarily to maturity. The Company determines the appropriate classification at the time of purchase, and periodically thereafter. Investment securities classified at HTM are carried at amortized cost. Investment securities classified at AFS are reported at fair value. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Debt securities classified as held-to-maturity are carried at cost, net of the allowance for credit losses – securities, adjusted for amortization of premiums and discounts to the earliest callable date. Debt securities classified as available-for-sale are measured at fair value. Unrealized holding gains and losses on debt securities classified as available-for-sale are excluded from earnings and are reported net of tax as accumulated other comprehensive income (or loss) (AOCI), a component of shareholders’ equity, until realized. When AFS securities, specifically identified, are sold, the unrealized gain or loss is reclassified from AOCI to non-interest income.

Allowance for Credit Losses – Securities — Management measures expected credit losses on held-to- maturity debt securities on a collective basis by major security type. The Company’s HTM portfolio contains securities issued by U.S. government entities and agencies and municipalities. The Company uses industry historical credit loss information adjusted for current conditions to establish the allowance for credit losses on its HTM municipal bond portfolio. Further information regarding our policies and methodology used to estimate the allowance for credit losses on held-to-maturity securities is presented in Note 2 – Investment securities.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or it is more likely than not that, the Company will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings. If the Company does not intend to sell the security and it is not more likely than not that, the Company will be required to sell the security, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Projected cash flows are discounted by the current effective interest rate. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to AOCI.

Non-marketable equity securities — Non-marketable equity securities primarily consist of Federal Home Loan Bank (“FHLB”) stock. FHLB stock is restricted because such stock may only be sold to FHLB at its par value. Due to the restrictive terms, and the lack of a readily determinable market value, FHLB stock is carried at cost. The investments in FHLB stock are required investments related to the Bank’s borrowings from FHLB. FHLB obtains its funding primarily through issuance of consolidated obligations of the FHLB system. The U.S. government does not guarantee these obligations, and each of the regional FHLBs are jointly and severally liable for repayment of each other’s debt.

Loans and leases held for investment — Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balance adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on acquired loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the effective interest method.

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.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Restructured loan and leases — A restructuring of a loan or lease constitutes a TDR under ASC 310-40, if the Company for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the borrower that it would not otherwise consider, except when subject to the CARES Act and H.R. 133, as discussed below. Restructured loans or leases typically present an elevated level of credit risk, as the borrowers are not able to perform according to the original contractual terms. If the restructured loan or lease was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan or lease on accrual. Loans and leases that are on non-accrual status at the time they become TDR loans or leases, remain on non-accrual status until the borrower demonstrates a sustained period of performance, which the Company generally believes to be six consecutive months of payments, or equivalent. A loan or lease can be removed from TDR status if it was restructured at a market rate in a prior calendar year and is currently in compliance with its modified terms. However, these loans or leases continue to be classified as collateral dependent and are individually evaluated for impairment.

Generally, the Company will not restructure loans or leases for borrowers unless: (1) the existing loan or lease is brought current as to principal and interest payments; and (2) the restructured loan or lease can be underwritten to reasonable underwriting standards. If these standards are not met other actions will be pursued (e.g., foreclosure) to collect outstanding loan or lease amounts. After restructure, a determination is made whether the loan or lease will be kept on accrual status based upon the underwriting and historical performance of the restructured credit.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law and was amended and extended by the Consolidated Appropriations Act of 2021 (“H.R. 133”) on December 21, 2020. The CARES Act and H.R. 133 provide financial institutions, under specific circumstances, the opportunity to temporarily suspend certain requirements under generally accepted accounting principles related to modifications for a limited period to account for the effects of COVID-19. In March 2020, a joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications are not TDRs if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to any relief. Under this guidance, six months is provided as an example of short-term, and current is defined as less than 30 days past due at the time the modification program is implemented. The guidance also provides that these modified loans generally will not be classified as nonaccrual during the term of the modification. As of December 31, 2022, all loans that were restructured as part of the CARES Act have returned to the contractual terms and conditions of the loans, without exception.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Allowance for Credit Losses

— Loans —

The methodology for determining the allowance for credit losses (“ACL”) on loans is considered a critical accounting policy by Management because of the high degree of judgment involved. The subjectivity of the assumptions used and the potential for changes in the economic environment could result in changes to the amount of the recorded ACL. Among the material estimates required to establish the ACL are: (i) a reasonable and supportable forecast; (ii) a reasonable and supportable forecast period and the reversion period; (iii) value of collateral; strength of guarantors; (iv) the amount and timing of future cash flows for loans individually evaluated; and (v) the determination of the qualitative loss factors. All of these estimates are susceptible to significant change.

The Company has established systematic methodologies for the determination of the adequacy of the ACL. The methodologies are set forth in a formal policy and take into consideration the need for a valuation allowance for loans evaluated on a collective (pool) basis, which have similar risk characteristics as well as allowances to individual loans that do not share risk characteristics.

The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. The provision for credit losses reflects the amount required to maintain the ACL at an appropriate level based upon management’s evaluation of the adequacy of loss reserves. The Company increases its ACL by charging provisions for credit losses on its consolidated statement of income. Losses related to specific assets are applied as a reduction of the carrying value of the assets and charged against the ACL when management believes a loan balance is uncollectable. Recoveries on previously charged off loans are credited to the ACL.

Management estimates the ACL using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience, either internal or peer information, provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made, using qualitative factors, when management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The ACL is maintained at a level sufficient to provide for expected credit losses over the life of the loan based on evaluating historical credit loss experience and making adjustments to historical loss information for differences in the specific risk characteristics in the current loan portfolio. These factors include, among others, changes in the size and composition of the loan portfolio, differences in underwriting standards, delinquency rates, actual loss experience and current economic conditions.

On January 1, 2022, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology that delays recognition until it is probable a loss has been incurred with an expected loss methodology that is referred to as CECL. Both the Financial Accounting Standards Board (“FASB Staff Q&A Topic 326, No. 1”) and the federal financial institution regulatory agencies (“Financial Institution Letter FIL-17-2019”), along with the Securities and Exchange Commission, have confirmed that smaller, less complex organizations are not required to implement complex models, developed by outside vendors to calculate current expected credit losses. Accordingly, in adopting ASU 2016-13 (Topic 326) Management determined that the Weighted Average Remaining Maturity (“WARM”) method was most appropriate given the Company’s current size and complexity.

Management will incorporate reasonable and supportable information in order to calculate CECL reserves. This includes the ability to reliably forecast and document exogenous events that may affect the credit performance of the Company’s loan portfolio. Management is confident with its ability to effectively identify

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

historical loss information by the appropriate portfolio segmentation. In addition, Management believes that it can reasonably obtain historical loss information by its respective peers to further improve historical loss information. Additionally, the Company believes that it can effectively evaluate the potential impact that both macro and micro-economic conditions can have on its loan portfolio. Management is also comfortable that it can rely on weighted average maturity calculations, including estimated prepayments with its existing third party Asset/Liability Management (“ALM”) applications.

Management determined that the most effective approach to segment its portfolio and to extract the relevant information it needed to calculate its CECL reserves was to utilize the seventeen loan segments used in preparing regulatory Call Reports. This allows Management the ability to obtain historical loss information for itself as well as its peer group. Additionally, Management’s ALM application also utilizes a similar loan segmentation in calculating weighted average remaining terms.

The foundation of CECL modeling is the ability to estimate expected credit losses over the lifetime of a loan. Management must use relevant available information about past events (e.g. historical losses) current conditions, and reasonable and supportable forecasts about future conditions. Historical losses serve as the starting point to estimate expected credit losses. When available, historical losses should include cumulative actual losses incurred over the lifetime of the various loan segments of the loans being evaluated. In cases where such information is not available, companies may need to rely on external data, such as peer data of historical losses for similar loan segments.

Management has determined to use a “through-the-cycle” historical credit loss experience as its baseline for historical credit losses. Management has determined a representative period for a full credit cycle would be from 2008 to 2022 (fifteen-year credit cycle). Management has collected historical loss information on its own loan portfolio as well as peer group information by the seventeen loan segments over this time horizon using information available from the Federal regulators on the Uniform Bank Performance Report (“UBPR”).

Federal Regulators have placed the Company into a peer group of banks with assets between $3 billion to $10 billion. This peer group segmentation includes 181 banks across the nation. The model calculates the mean historical loss rate over the 15-year economic cycle for both the Bank and its peer group. The model calculates the stressed historical loss rate over the 15-year economic cycle for both the Bank and its peer group.

Management evaluates macro and micro economic information as well as internal trends in credit performance on the Company’s loan portfolio to determine where they believe it is in an economic credit cycle. Depending upon estimations of what point in the credit cycle the current economy may exist, management adjusts, on a quantitative basis, historical loss rates either upwards or downwards from the mean. If Management believes we are nearing the end on a credit cycle, the Company may adjust historical losses in increments higher from the mean (e.g. one standard deviation from the mean). If the Company believes that we are in the recovery stage of a credit cycle, it may adjust historical losses downwards from the mean. Management understands that historical credit losses may not exactly follow a normal bell-shaped curve, but that the approach provides consistency across all loan segments as well as a measured probability of credit loss coverage.

Management evaluated current economic metrics as its basis to determine that it believes that the U.S. economy is at the beginning of an economic recession. Based on this determination, management has used a one-standard deviation from the mean to capture 68.2% of all credit losses over the 15-year economic cycle.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Management used the duration of each loan segment to estimate the remaining life of loans to ensure that the model covers credit losses over the expected life of such loans.

Management will continue to employ the use of qualitative factors as defined by the Interagency Policy Statement on the Allowance for Loan and Lease Losses (“SR 2006-17”). Management will consider qualitative or environmental factors that are likely to cause estimated credit losses associated with our existing portfolio to differ from historical loss experience, as defined in the Interagency Guidance, including but not limited to:

◾	Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.
◾	Changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.
---	---
◾	Changes in the nature and volume of the portfolio and in the terms of loans.
---	---
◾	Changes in the experience, ability, and depth of lending management and other relevant staff.
---	---
◾	Changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans.
---	---
◾	Changes in the quality of the institution’s loan review system.
---	---
◾	Changes in the value of underlying collateral for collateral-dependent loans.
---	---
◾	The existence and effect of any concentrations of credit, and changes in the level of such concentrations.
---	---
◾	The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the institution’s existing portfolio.
---	---

These qualitative factors are applied primarily to our agriculture and agricultural real estate loan exposure.

Premises and equipment — Land is carried at cost. Premises and equipment are carried at cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is computed using the straight-line method based on the estimated useful lives of the related assets below:

Building and building improvements	30 to 40 years
Leasehold improvements	term of lease
Furniture and equipment	3 to 7 years
Computers, software and equipment	3 to 7 years

Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Bank-owned life insurance (“BOLI”) — The Bank has purchased life insurance policies. These policies provide protection against the adverse financial effects that could result from the death of a key employee and provide tax-exempt income to offset expenses associated with certain employee benefit plans. It is the Bank’s intent to hold these policies as a long-term investment; however, there may be an income tax impact if the Bank chooses to surrender certain policies. Although the lives of individual current or former management-level employees are insured, the Bank is the owner and sole or partial beneficiary. BOLI is carried at the cash surrender value (“CSV”) of the underlying insurance contract. Changes in the CSV and any death benefits received in excess of the CSV are recognized as non-interest income.

Goodwill — Goodwill represents the excess of the purchase considerations paid over the fair value of the assets acquired, net of the fair values of liabilities assumed in a business combination and is not amortized but is reviewed annually as of December 31, or more frequently as current circumstances and conditions warrant, for impairment. An assessment of qualitative factors is completed to determine if it is more likely than not that, the fair value of a reporting unit is less than its carrying amount. If the qualitative analysis concludes that further analysis is required, then a quantitative impairment test would be completed. The quantitative goodwill impairment compares the reporting unit’s estimated fair values, including goodwill, to its carrying amount. If the carrying amount exceeds its reporting unit’s fair value, then an impairment loss would be recognized as a charge to earnings but is limited by the amount of goodwill allocated to that reporting unit.

Other intangible assets — Other intangible assets consist primarily of core deposit intangibles (“CDI”), which are amounts recorded in business combinations or deposit purchase transactions related to the value of transaction-related deposits and the value of the client relationships associated with the deposits. Core deposit intangibles are amortized over the estimated useful lives of such deposits. These assets are reviewed at least annually for events or circumstances that could affect their recoverability. These events could include loss of the underlying core deposits, increased competition or adverse changes in the economy. The amortization of our CDI is recorded in other non-interest expense. To the extent other identifiable intangible assets are deemed unrecoverable; impairment losses are recorded in other non-interest expense to reduce the carrying amount of the assets.

Transfers of financial assets — Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Right of use lease asset & lease liability — The Company leases retail space and office space under operating leases. Most leases require the Company to pay real estate taxes, maintenance, insurance and other similar costs in addition to the base rent. Certain leases also contain lease incentives, such as tenant improvement allowances and rent abatement. Variable lease payments are recognized as lease expense as they are incurred.

We record an operating lease right of use (“ROU”) asset and an operating lease liability (lease liability) for operating leases with a lease term greater than 12 months. The ROU asset and lease liability are recorded in other assets and other liabilities, respectively, in the consolidated statements of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

at commencement date based on the present value of lease payments over the lease term. Accordingly, ROU assets are reduced by tenant improvement allowances from property owners plus any prepaid rent. We do not separate lease and non-lease components of contracts. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Many of our leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule, which are factored into our determination of lease payments when appropriate. A majority of the leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term. The ROU asset and lease liability terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Off-balance sheet credit related financial instruments — In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.

Allowance for credit losses - unfunded loan commitments — An allowance for credit losses - unfunded loan commitments is maintained at a level that, in the opinion of management, is adequate to absorb current expected credit losses associated with the contractual life of the Banks’ commitments to lend funds under existing agreements such as letters or lines of credit. The Banks use a methodology for determining the allowance for credit losses - unfunded loan commitments that applies the same segmentation and loss rate to each pool as the funded exposure adjusted for probability of funding. Draws on unfunded loan commitments that are considered uncollectible at the time funds are advanced are charged to the allowance for credit losses on off-balance sheet exposures. Provisions for credit losses - unfunded loan commitments are recognized in non-interest expense and added to the allowance for credit losses - unfunded loan commitments, which is included in other liabilities in the consolidated statements of financial condition.

Revenue from contracts with customers — The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Company has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is limited judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Income taxes — Deferred income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority.

Developing the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and tax strategies are subject to audit by various taxing authorities. While the Company believes it has no significant uncertain income tax positions in the consolidated financial statements, adverse determinations by these taxing authorities could have a material adverse effect on the consolidated financial positions, result of operations, or cash flows.

Basic and diluted earnings per common share — The Company’s common stock is not traded on any exchange. However, trades are reported on the OTCQX under the symbol “FMCB.” The shares are primarily held by local residents and are not actively traded. Basic earnings per common share amounts are computed by dividing net income by the weighted average number of common shares outstanding for the period. There are no common stock equivalent shares. Therefore, there is no difference between presentation of diluted and basic earnings per common share.

Comprehensive income — The “Comprehensive Income” topic of the FASB ASC establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Other comprehensive income refers to revenues, expenses, gains, and losses that U.S. GAAP recognize as changes in value to an enterprise but are excluded from net income. For the Company, comprehensive income includes net income and changes in fair value of its available-for-sale investment securities and amortization of net unrealized gains or losses on securities transferred from available-for-sale to held-to-maturity, net of related taxes.

Segment reporting — The “Segment Reporting” topic of the FASB ASC requires that public companies report certain information about operating segments. It also requires that public companies report certain information about their products and services, the geographic areas in which they operate, and their major customers.

The Company is a holding company for a community bank, which offers a wide array of products and services to its customers. Pursuant to its banking strategy, emphasis is placed on building relationships with its customers, as opposed to building specific lines of business. As a result, the Company is not organized around discernible lines of business and operates as an integrated unit to customize solutions for its customers, with business line emphasis and product offerings changing over time as customer needs and demands change.

Loss contingencies — Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such loss contingencies that will have a material and adverse effect on the consolidated financial statements.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

Advertising costs — Advertising costs are expensed when incurred and totaled $1.3 million in 2022, $1.1 million in 2021, and $0.9 million in 2020.

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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in this ASU are elective and provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was effective upon issuance and, based upon the amendments provided in ASU 2022-06 discussed below, can generally be applied through December 31, 2024. We have not elected to apply these amendments. However, we will assess the applicability of the ASU to us and continue to monitor guidance for reference rate reform from the FASB and its impact on our financial condition and results of operations.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). The main amendments in this ASU are intended to clarify certain optional expedients and scope of derivative instruments. The amendments are elective and effective immediately upon issuance of this ASU. ASU 2021-01 was effective upon issuance and, based upon the amendments provided in ASU 2022-06 discussed below, can generally be applied through December 31, 2024. We have not elected to apply these amendments; however, we will assess the applicability of this ASU to us as we continue to monitor guidance for reference rate reform from the FASB and its impact on our financial condition and results of operations.

In March 2022, the FASB issued guidance within ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt

      Restructurings and Vintage Disclosures. The amendments in this ASU eliminate the current troubled debt restructuring \(TDR\) recognition and measurement guidance and, instead, require that a creditor evaluate \(consistent with the accounting
    for other loan modifications\) whether the modification represents a new loan or a continuation of an existing loan. The amendments also introduce new requirements related to certain modifications of receivables made to borrowers experiencing
    financial difficulty.

These amendments require vintage disclosures including current-period gross write-offs by year of origination for financing receivables. Gross write-off information must be included in the vintage disclosures in accordance with ASC 326-20-50-6, which requires disclosure of the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The Company has elected to adopt this portion of the amendments in the current year.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. These amendments should be applied prospectively, though for the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.

Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to the vintage disclosures. ASU 2022-02 will be effective for the Company on January 1, 2023. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2022, the FASB issued guidance within ASU 2022-03, Fair Value Measurement of Equity Securities Subject to

      contractual Sale Restrictions. The amendments in this ASU affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. These amendments clarify that a contractual
    restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments in this ASU are effective for fiscal years, beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The adoption of this ASU is not expected to have material impact on the Company’s consolidated financial statements.

ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01, which are discussed above. ASU 2022-06, which was effective upon issuance, defers the sunset date of this prior guidance from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief guidance in Topic 848. We have not elected to apply amendments at this time, however, will assess the applicability of this ASU to us as we continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations.

Adoption of New Accounting Standard — 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.

On January 1, 2022, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology that delays recognition until it is probable a loss has been incurred with an expected loss methodology that is referred to as CECL. The Company adopted ASC 326 using the modified retrospective method for all financials assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2022 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

In adopting ASU 2016-13 (Topic 326) Management determined that the Weighted Average Remaining Maturity (“WARM”) method was most appropriate given the Company’s current size and complexity.

The implementation of CECL did not result in any material change in the amount of the Company’s December 31, 2021 Allowance for Credit Losses, therefore, no adjustment to Shareholders’ Equity was made as of January 1, 2022.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 1—Summary of Significant Accounting Policies—Continued

The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial asset not excluded from the scope that have the contractual right to receive cash. The ASU replaces the incurred loss impairment methodology in previous GAAP with CECL, a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements.

The following table illustrates the pre-tax impact of the adoption of this ASU:

	January-2022
(Dollars in thousands)	Reported under ASC<br><br> <br>326			Reported<br><br> <br>Pre-<br><br> <br>Adoption			Impact of<br><br> <br>ASC 326<br><br> <br>Adoption
Allowance for credit losses:
Real estate:
Commercial	$	(17,379	)	$	(28,536	)	$	11,157
Agricultural		(14,580	)		(9,613	)		(4,967	)
Residential and home equity		(5,879	)		(2,847	)		(3,032	)
Construction		(3,311	)		(1,456	)		(1,855	)
Total real estate		(41,149	)		(42,452	)		1,303
Commercial & industrial		(11,417	)		(11,489	)		72
Agricultural		(6,363	)		(5,465	)		(898	)
Commercial leases		(1,567	)		(938	)		(629	)
Consumer and other		(511	)		(663	)		152
Total allowance for credit losses on loans	$	(61,007	)	$	(61,007	)	$	-

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

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<br><br> <br>Cost		Gains		Losses		Fair Value
As of December 31, 2022
U.S. Treasury notes	$	4,989	$	-	$	25	$	4,964
U.S. Government-sponsored securities		4,430		21		24		4,427
Mortgage-backed securities^(1)^		162,314		9		29,795		132,528
Collateralized mortgage obligations^(1)^		1,085		-		31		1,054
Corporate securities		10,043		-		462		9,581
Other		310		-		-		310
Total available-for-sale securities	$	183,171	$	30	$	30,337	$	152,864

^(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<br><br> <br>Cost		Gains		Losses		Fair Value
As of December 31, 2021
U.S. Treasury notes	$	9,938	$	151	$	-	$	10,089
U.S. Government-sponsored securities		6,351		62		39		6,374
Mortgage-backed securities^(1)^		253,300		3,200		5,380		251,120
Collateralized mortgage obligations^(1)^		2,412		24		-		2,436
Other		435		-		-		435
Total available-for-sale securities	$	272,436	$	3,437	$	5,419	$	270,454

^(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 unrealized gains and losses of investments classified as held-to-maturity are

        as follows:

			Gross Unrealized
(Dollars in thousands)	Amortized<br><br> <br>Cost		Gains		Losses		Fair Value		Allowance<br><br> <br>for Credit<br><br> <br>Losses
As of December 31, 2022
Municipal securities	$	62,302	$	49	$	209	$	62,142	$	393
Mortgage-backed securities^(1)^		702,858		29		141,121		561,766		-
Collateralized mortgage obligations^(1)^		80,186		-		15,701		64,485		-
Total held-to-maturity securities	$	845,346	$	78	$	157,031	$	688,393	$	393

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

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 2—Investment Securities—Continued

			Gross Unrealized
(Dollars in thousands)	Amortized<br><br> <br>Cost		Gains		Losses		Fair Value
As of December 31, 2021
Municipal securities	$	66,496	$	701	$	-	$	67,197
Mortgage-backed securities^(1)^		596,775		45		11,764		585,056
Collateralized mortgage obligations^(1)^		73,781		36		229		73,588
Total held-to-maturity securities	$	737,052	$	782	$	11,993	$	725,841

(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 bases 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.

Fair values are based on quoted market prices or dealer quotes. If a quoted market price or dealer quote is not available, fair value is estimated using quoted market prices for similar securities.

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 are less than 12 months and 12 months or more:

	December 31, 2022
	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized<br><br> <br>Losses		Fair Value		Unrealized<br><br> <br>Losses		Fair Value		Unrealized<br><br> <br>Losses
As of December 31, 2022
U.S.Treasury notes	$	4,964	$	25	$	-	$	-	$	4,964	$	25
U.S. Government-sponsored securities		378		1		1,326		23		1,704		24
Mortgage-backed securities^(1)^		35,117		1,639		96,589		28,156		131,706		29,795
Collateralized mortgage obligations^(1)^		1,054		31		-		-		1,054		31
Corporate securities		-		-		9,581		462		9,581		462
Total available-for-sale securities	$	41,513	$	1,696	$	107,496	$	28,641	$	149,009	$	30,337

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

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 2—Investment Securities—Continued

	December 31, 2021
	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized<br><br> <br>Losses		Fair Value		Unrealized<br><br> <br>Losses		Fair Value		Unrealized<br><br> <br>Losses
As of December 31, 2021
U.S. Government-sponsored securities	$	183	$	-	$	2,007	$	39	$	2,190	$	39
Mortgage-backed securities^(1)^		61,469		1,192		104,489		4,188		165,958		5,380
Total available-for-sale securities	$	61,652	$	1,192	$	106,496	$	4,227	$	168,148	$	5,419

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

As of December 31, 2022, the Company held 195 available-for-sale securities of which 94 were in an unrealized loss position for less than twelve months and 75 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 these securities and it is more likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to impaired. 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 table presents the activity in the allowance for credit losses for held-to-maturity debt securities by major type:

	December 31, 2022
(Dollars in thousands)	Municipal<br><br> securities		Mortgage-backed<br><br> <br>securities		Collateralized<br><br> <br>mortgage<br><br> <br>obligations		Total
Allowance for credit losses - securities
Beginning Balance	$	-	$	-	$	-	$	-
Provision for credit losses		393		-		-		393
Ending Balance	$	393	$	-	$	-	$	393

The amortized cost and estimated fair values of investment securities at December 31, 2022 by contractual maturity are shown in the following tables:

	Available-for-Sale				Held-to-Maturity
(Dollars in thousands)	Amortized<br><br> <br>Cost		Fair Value		Amortized<br><br> <br>Cost		Fair Value
Securities<br><br><br><br><br> maturing in:
One year or less	$	5,316	$	5,290	$	883	$	883
After one year through<br> five years		27,290		26,094		8,058		8,004
After five years through<br> ten years		17,241		15,536		33,867		32,030
After ten years		133,324		105,944		802,538		647,476
Total	$	183,171	$	152,864	$	845,346	$	688,393

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.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 2—Investment Securities—Continued

The Company monitors the credit quality of those held-to-maturity debt 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. The following table summarizes the amortized cost of held-to-maturity municipal debt securities by credit rating at December 31, 2022:

	Held-to-Maturity
	Amortized Cost
(Dollars in thousands)	AAA/AA/A		BBB/BB/B		Not Rated		Total
December 31, 2022
Municipal securities	$	19,380	$	388	$	42,534	$	62,302
Total	$	19,380	$	388	$	42,534	$	62,302

As of December 21, 2022, there were no past due principal or interest payments associated with these securities.

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

(Dollars in thousands)	Gross Proceeds		Gross Gains		Gross Losses
2022	$	51,359	$	2	$	10,691
2021		301,320		5,570		3,016
2020		5,080		40		-

Pledged Securities

As of December 31, 2022, securities carried at $479 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 $426 million at December 31, 2021.

Note 3—Federal Home Loan Bank Stock and Other Non-Marketable Securities

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock and other equity securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. FHLB stock and other equity securities are reported in Non-Marketable Securities on the Company’s consolidated statements of financial condition and totaled $15.5 million at both December 31, 2022 and 2021.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases

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

	December 31,
(Dollars in thousands)	2022			2021
Loans and leases held-for-investment, net
Real estate:
Commercial	$	1,328,691		$	1,167,516
Agricultural		726,938			672,830
Residential and home equity		387,753			350,581
Construction		166,538			177,163
Total real estate		2,609,920			2,368,090
Commercial & industrial		478,758			427,799
Agricultural		314,525			276,684
Commercial leases		112,629			96,971
Consumer and other^(1)^		5,886			78,367
Total gross loans and leases		3,521,718			3,247,911
Unearned income		(9,357	)		(10,734	)
Total net loans and leases		3,512,361			3,237,177
Allowance for credit losses		(66,885	)		(61,007	)
Total loans and leases held-for-investment, net	$	3,445,476		$	3,176,170

^(1)^ Includes SBA PPP loans of $0 and $70,765 as of December 31, 2022 and December 31, 2021, respectively.

Paycheck Protection Program (“PPP”)—Under the CARES Act and H.R. 133, the U.S. Small Business Administration (“SBA”) was directed by Congress to provide loans to small businesses with less than 500 employees to assist these businesses in meeting their payroll and other financial obligations during the COVID-19 pandemic. These government guaranteed loans were made with an interest rate of 1%, a risk weight of 0% under risk-based capital rules, have a term of 2 to 5 years, and under certain conditions the SBA will forgive them. The Bank actively participated in the PPP, and since April 2020, the Bank has funded $494.39 million of loans for 2,680 small business customers. As of December 2022 and 2021, PPP loans outstanding were $0 and $70.8 million, respectively.

At December 31, 2022, the portion of loans that were approved for pledging as collateral on borrowing lines with the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank (“FRB”) were $1.2 billion and $884 million, respectively. The borrowing capacity on these loans was $758.0 million from FHLB and $651.0 million from the FRB.

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

The following tables show an aging analysis of the loan & lease portfolio, including unearned income, by the time past due at December 31, 2022 and 2021:

	December 31, 2022
(Dollars in thousands)	Current		30-89 Days<br><br> <br>Past Due		90+ Days Past<br><br> <br>Due		Non-<br><br> <br>accrual		Total Past<br><br> <br>Due		Total
Loans and leases held-for-investment, net
Real estate:
Commercial	$	1,319,911	$	-	$	-	$	403	$	403	$	1,320,314
Agricultural		726,938		-		-		-		-		726,938
Residential and home equity		387,753		-		-		-		-		387,753
Construction		166,370		-		-		168		168		166,538
Total real estate		2,600,972		-		-		571		571		2,601,543
Commercial & industrial		478,758		-		-		-		-		478,758
Agricultural		314,525		-		-		-		-		314,525
Commercial leases		111,649		-		-		-		-		111,649
Consumer and other		5,789		97		-		-		97		5,886
Total loans and leases, net	$	3,511,693	$	97	$	-	$	571	$	668	$	3,512,361
	December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Current		30-89 Days<br><br> <br>Past Due		90+ Days Past<br><br> <br>Due		Non-<br><br> <br>accrual		Total Past<br><br> <br>Due		Total
Loans and leases held-for-investment, net
Real estate:
Commercial	$	1,156,879	$	459	$	-	$	-	$	459	$	1,157,338
Agricultural		672,812		-		-		18		18		672,830
Residential and home equity		350,492		89		-		-		89		350,581
Construction		177,163		-		-		-		-		177,163
Total real estate		2,357,346		548		-		18		566		2,357,912
Commercial & industrial		427,799		-		-		-		-		427,799
Agricultural		276,186		-		-		498		498		276,684
Commercial leases		96,415		-		-		-		-		96,415
Consumer and other		78,363		4		-		-		4		78,367
Total loans and leases, net	$	3,236,109	$	552	$	-	$	516	$	1,068	$	3,237,177

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

Non-accrual loans are summarized as follows:

	December 31,
(Dollars in thousands)	2022		2021
Non-accrual loans and leases:
Non-accrual loans and leases, not TDRs
Real estate:
Commercial	$	403	$	-
Agricultural		-		18
Residential and home equity		-		-
Construction		168		-
Total real estate		571		18
Commercial & industrial		-		-
Agricultural		-		-
Commercial leases		-		-
Consumer and other		-		-
Subtotal		571		18
Non-accrual loans and leases, are TDRs
Real estate:
Commercial	$	-	$	-
Agricultural		-		-
Residential and home equity		-		-
Construction		-		-
Total real estate		-		-
Commercial & Industrial		-		-
Agricultural		-		498
Commercial leases		-		-
Consumer and other		-		-
Subtotal		-		498
Total non-accrual loans and leases	$	571	$	516

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

The following table lists total troubled debt restructured loans that the Company is either accruing or not accruing interest by loan category:

	December 31,
(Dollars in thousands)	2022		2021
Troubled debt restructured loans and leases:
Accruing TDR loans and leases
Real estate:
Commercial	$	-	$	41
Agricultural		-		-
Residential and home equity		1,305		1,522
Construction		-		-
Total real estate		1,305		1,563
Commercial & industrial		6		260
Agricultural		-		-
Commercial leases		-		-
Consumer and other		-		1
Subtotal		1,311		1,824
Non-accruing TDR loans and leases
Real estate:
Commercial	$	-	$	-
Agricultural		-		-
Residential and home equity		-		-
Construction		-		-
Total real estate		-		-
Commercial & industrial		-		-
Agricultural		-		498
Commercial leases		-		-
Consumer and other		-		-
Subtotal		-		498
Total TDR loans and leases	$	1,311	$	2,322

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

The following table summarizes TDRs outstanding by year of occurrence:

	Year Ended December 31, 2022
(Dollars in thousands)	# of Accruing<br><br> <br>TDR		of Accruing<br> TDR	# of Non-<br><br> <br>accruing TDR		of Non-<br> accruing TDR	# of Total<br><br> <br>TDR		of Total<br> TDR
Loan and lease TDRs
2022		-			-			-
2021		-			-			-
2020		4			-			4
2019		-			-			-
Prior		8			-			8
Total		12			-			12

All values are in US Dollars.

	Year Ended December 31, 2021
(Dollars in thousands)	# of Accruing<br><br> <br>TDR		of Accruing<br> TDR	# of Non-<br><br> <br>accruing TDR		of Non-<br> accruing TDR	# of Total<br><br> <br>TDR		of Total<br> TDR
Loan and lease TDRs
2021		1			-			1
2020		5			2			7
2019		-			-			-
2018		1			-			1
Prior		10			-			10
Total		17			2			19

All values are in US Dollars.

100

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

Outstanding loan balances (accruing and non-accruing) categorized by these credit quality indicators are summarized as follows:

	December 31, 2022
(Dollars in thousands)	Pass		Special<br><br> <br>Mention		Sub-<br><br> <br>standard		Doubtful		Total Loans<br><br> <br>& Leases		Total<br><br> <br>Allowance<br><br> <br>for Credit<br><br> <br>Losses
Loans and leases held for investment, net
Real estate:
Commercial	$	1,314,377	$	5,535	$	402	$	-	$	1,320,314	$	18,055
Agricultural		709,927		10,891		6,120		-		726,938		14,496
Residential and home equity		387,371		-		382		-		387,753		7,508
Construction		166,370		-		168		-		166,538		3,026
Total real estate		2,578,045		16,426		7,072		-		2,601,543		43,085
Commercial & industrial		478,437		63		258		-		478,758		11,503
Agricultural		308,830		5,682		13		-		314,525		10,202
Commercial leases		111,568		81		-		-		111,649		1,924
Consumer and other		5,650		-		236		-		5,886		171
Total loans and leases, net	$	3,482,530	$	22,252	$	7,579	$	-	$	3,512,361	$	66,885
	December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Pass		Special<br><br> <br>Mention		Sub-<br><br> <br>standard		Doubtful		Total Loans<br><br> <br>& Leases		Total<br><br> <br>Allowance<br><br> <br>for Loan<br><br> <br>Losses
Loans and leases held for investment, net
Real estate:
Commercial	$	1,142,175	$	6,903	$	8,260	$	-	$	1,157,338	$	28,536
Agricultural		663,157		3,292		6,381		-		672,830		9,613
Residential and home equity		350,148		-		433		-		350,581		2,847
Construction		177,163		-		-		-		177,163		1,456
Total real estate		2,332,643		10,195		15,074		-		2,357,912		42,452
Commercial & industrial		417,806		9,321		672		-		427,799		11,489
Agricultural		275,206		958		520		-		276,684		5,465
Commercial leases		96,415		-		-		-		96,415		938
Consumer and other		78,181		-		186		-		78,367		663
Total loans and leases, net	$	3,200,251	$	20,474	$	16,452	$	-	$	3,237,177	$	61,007

101

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

The following table represents outstanding loan balances by credit quality indicators and vintage year by class of financing receivable and current period gross charge-offs by year of origination as follows:

	December 31, 2022
	Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)	2022		2021		2020		2019		2018		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost		Total
Net loans and leases held for investment
Real estate:
Commercial
Pass	$	194,698	$	234,478	$	150,203	$	71,333	$	85,132	$	218,261	$	360,272	$	1,314,377
Special mention		-		-		-		-		3,820		1,115		600		5,535
Substandard		-		-		-		-		-		402		-		402
Doubtful		-		-		-		-		-		-		-		-
Total Commercial	$	194,698	$	234,478	$	150,203	$	71,333	$	88,952	$	219,778	$	360,872	$	1,320,314
Commercial
Current-period gross charge-offs	$	-	$	-	$	170	$	-	$	-	$	-	$	-	$	170
Agricultural
Pass	$	67,044	$	42,546	$	54,893	$	15,074	$	50,186	$	144,052	$	336,132	$	709,927
Special mention		-		-		-		2,636		-		-		8,255		10,891
Substandard		-		-		-		-		111		6,009		-		6,120
Doubtful		-		-		-		-		-		-		-		-
Total Agricultural	$	67,044	$	42,546	$	54,893	$	17,710	$	50,297	$	150,061	$	344,387	$	726,938
Agricultural
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Residential and home equity
Pass	$	66,847	$	96,354	$	86,545	$	14,530	$	6,632	$	76,155	$	40,308	$	387,371
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		300		82		382
Doubtful		-		-		-		-		-		-		-		-
Total Residential and home equity	$	66,847	$	96,354	$	86,545	$	14,530	$	6,632	$	76,455	$	40,390	$	387,753
Residential and home equity
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	25	$	-	$	25
Construction
Pass	$	2,000	$	1	$	-	$	1,575	$	-	$	31	$	162,763	$	166,370
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		168		168
Doubtful		-		-		-		-		-		-		-		-
Total construction	$	2,000	$	1	$	-	$	1,575	$	-	$	31	$	162,931	$	166,538
Construction
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Total Real estate	$	330,589	$	373,379	$	291,641	$	105,148	$	145,881	$	446,325	$	908,580	$	2,601,543
Commercial & industrial
Pass	$	34,410	$	36,846	$	12,325	$	8,245	$	7,167	$	5,679	$	373,765	$	478,437
Special mention		-		63		-		-		-		-		-		63
Substandard		-		-		-		-		1		5		252		258
Doubtful		-		-		-		-		-		-		-		-
Total Commercial & industrial	$	34,410	$	36,909	$	12,325	$	8,245	$	7,168	$	5,684	$	374,017	$	478,758
Commercial & industrial
Current-period gross charge-offs	$	-	$	-	$	-	$	246	$	78	$	-	$	-	$	324
Agricultural
Pass	$	5,378	$	3,083	$	989	$	1,515	$	636	$	2,071	$	295,158	$	308,830
Special mention		-		-		-		-		-		-		5,682		5,682
Substandard		-		-		-		11		2		-		-		13
Doubtful		-		-		-		-		-		-		-		-
Total Agricultural	$	5,378	$	3,083	$	989	$	1,526	$	638	$	2,071	$	300,840	$	314,525
Agricultural
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial leases
Pass	$	35,689	$	15,874	$	13,050	$	5,904	$	20,560	$	20,491	$	-	$	111,568
Special mention		-		-		-		81		-		-		-		81
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total Commercial leases	$	35,689	$	15,874	$	13,050	$	5,985	$	20,560	$	20,491	$	-	$	111,649
Commercial leases
Current-period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Consumer and other
Pass	$	1,476	$	634	$	275	$	176	$	315	$	1,769	$	1,005	$	5,650
Special mention		-		-		-		-		-		-		-		-
Substandard		236		-		-		-		-		-		-		236
Doubtful		-		-		-		-		-		-		-		-
Total Consumer and other	$	1,712	$	634	$	275	$	176	$	315	$	1,769	$	1,005	$	5,886
Consumer and other
Current-period gross charge-offs	$	40	$	6	$	7	$	1	$	4	$	4	$	-	$	62
Total net loans and leases	$	407,778	$	429,879	$	318,280	$	121,080	$	174,562	$	476,340	$	1,584,442	$	3,512,361

Certain directors and executive officers of the Company are defined as related parties. These related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during the twelve months ended December 31, 2022 and December 31, 2021. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not related to the Company. These loans did not involve more than the normal risk of collection or have other unfavorable features. A summary of the changes in those loans is as follows:

	December 31,
(Dollars in thousands)	2022				2021
Balance at beginning of the period		$	18,128			$	11,682
New loans or advances during year			523				7,254
Repayments			(1,130	)			(808	)
Balance at end of period		$	17,521			$	18,128

102

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

Changes in the allowance for credit losses are as follows:

	Year Ended December 31, 2022
(Dollars in thousands)	Commercial &<br><br> <br>Agricultural<br><br> <br>R/E			Construction			Residential & <br><br> Home Equity			Commercial<br><br> <br>&<br><br> <br>Agricultural			Commercial<br><br> <br>Leases		Consumer<br><br> <br>& Other			Total
Allowance for credit losses:
Balance at beginning of year	$	38,149		$	1,456		$	2,847		$	16,954		$	938	$	663		$	61,007
Impact of Adopting ASC 326		(6,190	)		1,855			3,032			826			629		(152	)		-
Provision / (recapture) for credit losses		762			(285	)		1,523			4,001			357		(301	)		6,057
Charge-offs		(170	)		-			(25	)		(324	)		-		(62	)		(581	)
Recoveries		-			-			131			248			-		23			402
Net (charge-offs) / recoveries		(170	)		-			106			(76	)		-		(39	)		(179	)
Balance at end of year	$	32,551		$	3,026		$	7,508		$	21,705		$	1,924	$	171		$	66,885
	Year Ended December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Commercial &<br><br> <br>Agricultural<br><br> <br>R/E		Construction			Residential &<br><br> <br>Home Equity			Commercial<br><br> <br>&<br><br> <br>Agricultural		Commercial<br><br> <br>Leases			Consumer<br><br> <br>& Other			Total
Allowance for credit losses:
Balance at beginning of year	$	36,312	$	1,643		$	2,984		$	14,775	$	1,731		$	1,417		$	58,862
Provision / (recapture) for credit losses		1,837		(187	)		(235	)		2,025		(793	)		(737	)		1,910
Charge-offs		-		-			-			-		-			(44	)		(44	)
Recoveries		-		-			98			154		-			27			279
Net (charge-offs) / recoveries		-		-			98			154		-			(17	)		235
Balance at end of year	$	38,149	$	1,456		$	2,847		$	16,954	$	938		$	663		$	61,007
	Year Ended December 31, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Commercial &<br><br> <br>Agricultural<br><br> <br>R/E		Construction			Residential &<br><br> <br>Home Equity			Commercial<br><br> <br>&<br><br> <br>Agricultural			Commercial<br><br> <br>Leases			Consumer<br><br> <br>& Other			Total
Allowance for credit losses:
Balance at beginning of year	$	26,181	$	1,949		$	3,530		$	19,542		$	3,162		$	648		$	55,012
Provision / (recapture) for credit losses		10,050		(306	)		(669	)		(3,946	)		(1,431	)		802			4,500
Charge-offs		-		-			(7	)		(1,101	)		-			(66	)		(1,174	)
Recoveries		81		-			130			280			-			33			524
Net (charge-offs) / recoveries		81		-			123			(821	)		-			(33	)		(650	)
Balance at end of year	$	36,312	$	1,643		$	2,984		$	14,775		$	1,731		$	1,417		$	58,862

103

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 4—Loans and Leases—Continued

A loan 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 are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The collateral on the loans is a significant portion of what secures the collateral dependent loans and significant changes to the fair value of the collateral can impact the ACL. During 2022, there were no significant changes to the collateral that secures the collateral dependent loans, whether due to general deterioration or with credit quality indicators like appraisal value. The

        following table presents the amortized cost basis of collateral dependent loans by collateral type as of December 31, 2022:

	December 31, 2022
(Dollars in thousands)	Real Estate		Vehicles and<br><br> <br>Equipment		Total
Collateral dependent loans and leases
Real estate:
Commercial	$	1,114	$	-	$	1,114
Agricultural		11,035		-		11,035
Residential and home equity		2,153		-		2,153
Construction		-		-		-
Total Real estate		14,302		-		14,302
Commercial & industrial		-		-		-
Agricultural		-		13		13
Commercial leases		-		-		-
Consumer and other		-		158		158
Total gross loans and leases	$	14,302	$	171	$	14,473

104

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 5—Premises and Equipment

Premises and equipment consisted of the following:

	December 31,
(Dollars in thousands)	2022			2021
Premises and equipment:
Buildings and land	$	61,274		$	59,325
Furniture, fixtures, and equipment		23,203			22,302
Leasehold improvements		3,982			3,658
Subtotal		88,459			85,285
Accumulated depreciation and amortization		(38,983	)		(37,555	)
Total premises and equipment	$	49,476		$	47,730

Depreciation and amortization on premises and equipment included in occupancy and equipment expense amounted to $2.4, $2.6, and $2.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Rental income was $640,000, $491,000, and $434,000 for the years ended December 31, 2022, 2021, and 2020, respectively and is recorded in other income.

Note 6—Other Real Estate Owned

The Bank reported $873,000 in other real estate owned at December 31, 2022 and 2021, which includes property no longer utilized for business operations and property acquired through foreclosure proceedings. These properties are carried at fair value less selling costs determined at the date acquired. Losses, if any, arising from properties acquired through foreclosure are charged against the allowance for loan losses at the time of foreclosure. Subsequent declines in value, periodic holding costs, and net gains or losses on disposition are included in other operating expense as incurred.

105

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 7—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)		2021
Certificates of deposit:
Certificates of deposit less than or equal to 250,000	202,554	$	223,620
Certificates of deposit greater than 250,000	128,846		168,865
Total certificates of deposit	331,400	$	392,485

All values are in US Dollars.

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

(Dollars in thousands)	Amount
2023	$	299,575
2024		26,097
2025		3,070
2026		1,310
2027 and beyond		1,348
Total certificates of deposit	$	331,400

Note 8—Short-term borrowings

As of December 31, 2022 and 2021, committed lines of credit arrangements totaling $1.5 billion and $1.4 billion were available to the Company from unaffiliated banks, respectively. The average Federal Funds interest rate as of December 31, 2022 was 4.50%.

The Company is a member of the FHLB of San Francisco and has a committed credit line of $757.9 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, which was 4.63% as of December 31, 2022.

The Company has $883.8 million in pledged loans with the Federal Reserve Bank (the “Fed”). As of December 31, 2022, the Company’s overnight borrowing capacity using the primary credit facilities from the Fed account was $651.0 million. The borrowing rate is 425 basis points. There were no outstanding advances on the above borrowing facilities as of December 31, 2022 and 2021.

106

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 9—Long-term Subordinated Debentures

In December 2003, the Company formed a wholly owned Connecticut statutory business trust, FMCB Statutory Trust I (“Statutory Trust I”), which issued $10.0 million of guaranteed preferred beneficial interests in the Company’s junior subordinated deferrable interest debentures (the “Trust Preferred Securities”). The Company is not considered the primary beneficiary of the trust (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. These debentures qualify as Tier 1 capital under current regulatory guidelines. All of the common securities of Statutory Trust I are owned by the Company. The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by FMCB Statutory Trust to purchase $10.3 million of junior subordinated debentures of the Company, which carry a floating rate based on three-month LIBOR plus 2.85%. The debentures represent the sole asset of Statutory Trust I. The Trust Preferred Securities accrue and pay distributions at a floating rate of three-month LIBOR plus 2.85% per annum of the stated liquidation value of $1,000 per capital security. The Company has entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment to the extent that Statutory Trust I has funds available therefor of: (i) accrued and unpaid distributions required to be paid on the Trust Preferred Securities; (ii) the redemption price with respect to any Trust Preferred Securities called for redemption by Statutory Trust I; and (iii) payments due upon a voluntary or involuntary dissolution, winding up, or liquidation of Statutory Trust I.

The Trust Preferred Securities are mandatorily redeemable upon maturity of the subordinated debentures on December 17, 2033, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the subordinated debentures purchased by Statutory Trust I, in whole or in part, on or after December 17, 2008. As specified in the indenture, if the subordinated debentures are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest. Additionally, if the Company decided to defer interest on the subordinated debentures, the Company would be prohibited from paying cash dividends on the Company’s common stock.

107

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 10—Shareholders’ Equity

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.

The Company believes that it is currently in compliance with all of these capital requirements and that they will not result in any restrictions on the Company’s business activity.

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

	December 31, 2022
	Actual					Required for Capital Adequacy Purposes					Minimum to be Categorized as “Well<br><br> <br>Capitalized” Under Prompt Corrective<br><br> <br>Action Regulation
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Farmers & Merchants Bancorp
CET1 capital to risk-weighted assets	$	493,438		11.57	%	$	191,984		4.50	%		N/A		N/A
Tier 1 capital to risk-weighted assets		503,438		11.80	%		255,978		6.00	%		N/A		N/A
Risk-based capital to risk-weighted assets		556,964		13.06	%		341,305		8.00	%		N/A		N/A
Tier 1 leverage capital ratio		503,438		9.36	%		215,201		4.00	%		N/A		N/A
Farmers & Merchants Bank
CET1 capital to risk-weighted assets	$	502,838		11.79	%	$	191,970		4.50	%	$	277,290		6.50	%
Tier 1 capital to risk-weighted assets		502,838		11.79	%		255,960		6.00	%		341,280		8.00	%
Risk-based capital to risk-weighted assets		556,361		13.04	%		341,280		8.00	%		426,600		10.00	%
Tier 1 leverage capital ratio		502,838		9.35	%		215,018		4.00	%		268,772		5.00	%

108

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 10—Shareholders’ Equity—Continued

	December 31, 2021
	Actual					Required for Capital Adequacy Purposes					Minimum to be Categorized as “Well<br><br> <br>Capitalized” Under Prompt Corrective<br><br> <br>Action Regulation
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
Farmers & Merchants Bancorp
CET1 capital to risk-weighted assets	$	450,687		11.68	%	$	173,674		4.50	%		N/A		N/A
Tier 1 capital to risk-weighted assets		460,687		11.94	%		231,566		6.00	%		N/A		N/A
Risk-based capital to risk-weighted assets		509,091		13.19	%		308,755		8.00	%		N/A		N/A
Tier 1 leverage capital ratio		460,687		8.92	%		206,606		4.00	%		N/A		N/A
Farmers & Merchants Bank
CET1 capital to risk-weighted assets	$	459,813		11.91	%	$	173,664		4.50	%	$	250,847		6.50	%
Tier 1 capital to risk-weighted assets		459,813		11.91	%		231,551		6.00	%		308,735		8.00	%
Risk-based capital to risk-weighted assets		508,215		13.17	%		308,735		8.00	%		385,919		10.00	%
Tier 1 leverage capital ratio		459,813		8.91	%		206,426		4.00	%		258,033		5.00	%

The Company’s Board of Directors may declare cash or stock dividends out of retained earnings provided the regulatory minimum capital ratios are met. The Company plans to maintain capital ratios that meet the capital adequacy standards per the regulations.

Basic and diluted earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period.

Earnings per common share have been computed based on the following:

	Year Ended December 31,
(Dollars in thousands, except share and per share amounts)	2022		2021		2020
Numerator
Net income	$	75,090	$	66,336	$	58,734
Denominator
Weighted average number of common shares outstanding		777,726		789,646		793,337
Weighted average number of dilutive shares outstanding		777,726		789,646		793,337
Basic earnings per common share	$	96.55	$	84.01	$	74.03
Diluted earning per commons share	$	96.55	$	84.01	$	74.03

109

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 11—Employee Benefit Plans

Profit Sharing Plan

The Company, through the Bank, sponsors a Profit Sharing Plan for substantially all full-time employees of the Company with one or more years of service. The plan assets, reported at fair value, are primarily invested in mutual funds and other investments, which are primarily Level 2 inputs. Participants receive up to two annual employer contributions, one is discretionary and the other is mandatory. The discretionary contributions to the Profit Sharing Plan are determined annually by the Board of Directors. The discretionary contributions totaled $1.8 million, $1.6 million, and $1.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. The mandatory contributions to the Profit Sharing Plan are made according to a predetermined set of criteria. Mandatory contributions totaled $1.6 million, $1.7 million, and $1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Company employees are permitted, within limitations imposed by tax law, to make pretax contributions and after tax (Roth) contributions to the 401(k) feature of the Profit Sharing Plan. The Company does not match employee contributions within the 401(k) feature of the Profit Sharing Plan and the Company can terminate the Profit Sharing Plan at any time. Benefits pursuant to the Profit Sharing Plan vest 0% during the first year of participation, 25% per full year thereafter and after five years such benefits are fully vested.

Executive Retirement Plan and Life Insurance Arrangements

The Company, through the Bank, sponsors an Executive Retirement Plan (“ERP”) for certain executive level employees. The ERP is a non-qualified deferred compensation plan and was developed to supplement the Company’s Profit Sharing Plan, which, as a qualified retirement plan, has a ceiling on benefits as set by Internal Revenue Service regulations. The ERP is comprised of: (1) a Performance Component which makes contributions based upon long-term cumulative profitability and increase in market value of the Company; (2) a Salary Component which makes contributions based upon participant salary levels; and (3) an Equity Component for which contributions are discretionary and subject to Board of Directors approval. The Company maintains a Rabbi Trust to fund, in part, the ERP. The Rabbi Trust is an irrevocable grantor trust to which the Company may contribute assets for the limited purpose of funding a nonqualified deferred compensation plan. The Company may not use the assets of the Rabbi Trust for any purpose other than meeting its obligations under the ERP; however, the assets of the Rabbi Trust remain subject to the claims of its creditors and are included in the consolidated financial statements. The Company contributes cash to the Rabbi Trust from time to time for the sole purpose of funding the ERP. The Rabbi Trust will use any cash the Company contributes to purchase shares of common stock of the Company, and other financial instruments, on the open market. ERP contributions are invested in a mix of financial instruments; however, the Equity Component contributions are invested primarily in common stock of the Company.

The Company expensed $7.4 million to the ERP during the year ended December 31, 2022, $9.0 million during the year ended December 31, 2021 and $6.8 million during the year ended December 31, 2020. The Company’s carrying value of the liability under the ERP was $57.0 million as of December 31, 2022 and $63.9 million as of December 31, 2021. The Company’s shares of common stock held as investments in the Rabbi Trust of the ERP as of December 31, 2022 and 2021 totaled 50,196 and 55,436 with an historical cost basis of $31.4 million and $33.2 million, respectively. All amounts have been fully funded into the Rabbi Trust as of December 31, 2022 and 2021. 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 ERP plan investments were $0.1 million in 2022 compared to net gains of $2.5 million in 2021 and $1.8 million in 2020. 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.

110

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 11—Employee Benefit Plans—Continued

The Company has purchased single premium life insurance policies on the lives of certain key employees of the Company. These policies provide: (1) financial protection to the Company in the event of the death of a key employee; and (2) significant income to the Company to offset the expense associated with the Executive Retirement Plan and other employee benefit plans, since the interest earned on the cash surrender value of the policies is tax exempt as long as the policies are used to finance employee benefits. As compensation to each employee for agreeing to allow the Company to purchase an insurance policy on his or her life, split dollar agreements have been entered into with those employees. These agreements provide for a division of the life insurance death proceeds between the Company and each employee’s designated beneficiary or beneficiaries.

The Company earned tax-exempt interest on the life insurance policies of $2.2 million for the year ended December 31, 2022, $2.2 million for the year ended December 31, 2021, and $2.1 million for the year ended December 31, 2020. As of December 31, 2022 and 2021, the total cash surrender value of the insurance policies was $73.0 million and $71.4 million, respectively.

Senior Management Retention Plan

The Company, through the Bank, sponsors a Senior Management Retention Plan (“SMRP”) for certain senior level employees. The SMRP is a non-qualified deferred compensation plan and was developed to supplement the Company’s Profit Sharing Plan, which, as a qualified retirement plan, has a ceiling on benefits as set by Internal Revenue Service regulations. All contributions are discretionary and subject to the Board of Directors approval. The Company maintains a Rabbi Trust to fund, in part, the SMRP. The Rabbi Trust is an irrevocable grantor trust to which the Company may contribute assets for the limited purpose of funding a non-qualified deferred compensation plan. The Company may not use the assets of the Rabbi Trust for any purpose other than meeting its obligations under the SMRP; however, the assets of the Rabbi Trust remain subject to the claims of its creditors and are included in the consolidated financial statements. The Company contributes cash to the Rabbi Trust from time to time for the sole purpose of funding the SMRP. The Rabbi Trust will use any cash the Company contributes to purchase shares of common stock of the Company, and other financial instruments, on the open market. Contributions to the SMRP are invested primarily in common stock of the Company.

The Company expensed $3.0 million to the SMRP during the year ended December 31, 2022, $2.7 million during the year ended December 31, 2021 and $2.3 million during the year ended December 31, 2020. The Company’s carrying value of the liability under the SMRP was $13.6 million as of December 31, 2022 and $11.1 million as of December 31, 2021. The Company’s shares of stock held as investments in the Rabbi Trust of the SMRP as of December 31, 2022 and December 31, 2021 totaled 15,998 and 14,192 shares with an historical cost basis of $10.8 million and $9.5 million, respectively. All amounts have been fully funded into the Rabbi Trust as of December 31, 2022 and 2021. 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 SMRP plan investments were $0.4 million in 2022, $0.1 million in 2021 and $0.1 in 2020. 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.

111

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 12—Fair Value

The Company follows the “Fair Value Measurement and Disclosures” topic of the FASB ASC, which establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. This standard applies whenever other standards require, or permit assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, this standard establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:

Level 1 inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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.

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 collaterally dependent, management measures impairment in accordance with the “Receivable” topic of the FASB ASC. The fair value of collateral dependent loans or leases is estimated using one of several methods, including collateral value when the loan is collateral dependent, 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. The fair value of collateral dependent loans is generally based on recent real estate appraisals.

112

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 12—Fair Value—Continued

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 in to 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.

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 in to 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.

The following tables summarize the carrying value and estimated fair values of the Company’s financial assets and liabilities and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.

December 31, 2022			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash and cash equivalents	$	588,257	$	588,257	$	-	$	-	$	588,257
Available-for-sale debt securities		152,864		4,964		147,900		-		152,864
Held-to-maturity debt securities		844,953		-		661,167		42,534		703,701
Non-marketable securities		15,549		-		-		15,549		15,549
Loans and leases, net		3,445,476		-		-		3,335,042		3,335,042
Bank-owned life insurance		73,038		73,038		-		-		73,038
Financial Liabilities:
Total deposits	$	4,759,269	$	-	$	4,427,869	$	323,572	$	4,751,441
Subordinated debentures		10,310		-		12,211		-		12,211
December 31, 2021			Fair Value Measurements
---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash and cash equivalents	$	715,460	$	715,460	$	-	$	-	$	715,460
Available-for-sale debt securities		270,454		10,214		260,240		-		270,454
Held-to-maturity debt securities		737,052		-		681,588		44,446		726,034
Non-marketable securities		15,549		-		-		15,549		15,549
Loans and leases, net		3,176,170		-		-		3,179,857		3,179,857
Bank-owned life insurance		71,411		71,411		-		-		71,411
Financial Liabilities:
Total deposits	$	4,640,152	$	-	$	4,247,666	$	391,732	$	4,639,398
Subordinated debentures		10,310		-		6,890		-		6,890

113

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 12—Fair Value—Continued

Non-recurring Measurements: collateral dependent loans and OREO are classified with Level 3 of the fair value hierarchy. The estimated fair value of collateral dependent loans is based on the fair value of the collateral, less estimated costs to sell. The Company receives an appraisal or performs an evaluation for each collateral dependent loan. The key inputs used to determine the fair value of collateral dependent loans include selling costs, and adjustment to comparable collateral. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. Appraisals are typically obtained at least on an annual basis. The Company also considers other factors and events that may affect the fair value. The appraisals or evaluations are reviewed at least on a quarterly basis to determine if any adjustments are needed. After review and acceptance of the appraisal or evaluation, adjustments to collateral dependent loans may occur.

The following tables present information about the Bank’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 Bank to determine such fair value for the periods indicated.

December 31, 2022			Fair Value Measurements
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair<br><br> <br>Value
Fair valued on a recurring basis:
Debt securities available-for-sale
U.S. Treasury notes	$	4,964	$	4,964	$	-	$	-	$	4,964
U.S. Government-sponsored securities		4,427		-		4,427		-		4,427
Mortgage-backed securities		132,528		-		132,528		-		132,528
Collateralized mortgage obligations		1,054		-		1,054		-		1,054
Corporate securities		9,581		-		9,581		-		9,581
Other		310		-		310		-		310
Fair valued on a non-recurring basis:
Collateral dependent loans	$	14,473	$	-	$	-	$	14,473	$	14,473
Other real estate owned		873		-		-		873		873
December 31, 2021			Fair Value Measurements
---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair<br><br> <br>Value
Fair valued on a recurring basis:
Debt securities available-for-sale
U.S. Treasury notes	$	10,089	$	10,089	$	-	$	-	$	10,089
U.S. Government-sponsored securities		6,374		-		6,374		-		6,374
Mortgage-backed securities		251,120		-		251,120		-		251,120
Collateralized mortgage obligations		2,436		-		2,436		-		2,436
Other		435		125		310		-		435
Fair valued on a non-recurring basis:
Individually evaluated loans	$	2,562	$	-	$	-	$	2,562	$	2,562
Other real estate owned		873		-		-		873		873

114

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 13—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)		2021
Commitments to extend credit, including<br> unsecured commitments of 20,401 and 21,036 as of December 31, 2022 and 2021, respectively	1,141,036	$	937,009
Stand-by letters of credit, including unsecured commitments of 7,954 and 9,091 as of December 31, 2022 and 2021, respectively	17,138		17,880
Performance guarantees under interest rate swap contracts entered into with our clients and third-parties	-		1,433

All values are in US Dollars.

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.

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 have maturity dates ranging from 1 to 60 months with final expiration in January 2027. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

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 Federal Reserve Bank primarily based on deposits outstanding. Reserve requirements are offset by the Company’s vault cash and deposit balances maintained with the Federal Reserve Bank.

115

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 14—Leases

Lessee – Operating Leases

Operating leases in which we are the lessee are recorded as operating lease right-of-use (“ROU”) assets and operating lease liabilities, included in other assets and other liabilities, respectively, on our consolidated statements of financial condition. We do not currently have any significant finance leases in which we are the lessee.

Operating lease ROU assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate at the lease commencement date. ROU assets are further adjusted for lease incentives. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded net in occupancy expense in the consolidated statements of income.

Our leases relate primarily to office space and bank branches with remaining lease terms of generally nine months to 8 years. Certain lease arrangements contain extension options that typically range from 5 to 10 years at the then fair market rental rates. ASC 842 requires lessees to evaluate whether option periods, if available, will be exercised in order to determine the full life of the lease. The Company used the first option period, unless it is a relatively new lease that has a long initial lease term or other extenuating circumstances.

As of December 31, 2022, operating lease ROU assets and liabilities were $3.4 million and $3.5 million, respectively. Operating lease expenses totaled $730,000 for the year ended December 31, 2022. As of December 31, 2021, operating lease ROU assets and liabilities were $4.05 million and $4.13 million, respectively. Operating lease expenses totaled $739,000 and $833,000 for the years ended December 31, 2021 and 2020, respectively.

The table below summarizes the information related to our operating leases:

	Year Ended December 31,
(in thousands except for percent and period data)	2022			2021
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating Cash Flow from Operating Leases	$	704		$	709
Weighted-Average Remaining Lease Term - Operating Leases, in Years		5.48			6.55
Weighted-Average Discount Rate - Operating Leases		2.6	%		2.6	%

116

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 14—Leases—Continued

The table below summarizes the maturity of remaining lease liability:

(Dollars in thousands)	Amount
2023	$	720
2024		716
2025		714
2026		679
2027		367
2028<br><br><br><br><br> and beyond		520
Total lease payments		3,716
Discount		(243	)
Net present value of lease liabilities	$	3,473

As of December 31, 2022, we had no additional operating leases for office space that have not yet commenced or that are anticipated to commence during the first quarter of 2023.

Lessor – Direct Financing Leases

The Company is the lessor in direct finance lease arrangements. Leases are recorded at the principal balance outstanding, net of unearned income and charge-offs. Interest income is recognized using the interest method. Leases typically have a maturity of three to ten years, and fixed rates that are most often tied to Treasury indices with an appropriate spread based on the amount of perceived risk. Credit risks are underwritten using the same credit criteria the Company would use when making an equipment term loan. Residual value risk is managed with qualified, independent appraisers that establish the residual values the Company uses in structuring a lease.

Lease payments due to the Company are typically fixed and paid in equal installments over the lease term. Variable lease payments that do not depend on an index or a rate (e.g., property taxes) that are paid directly by the Company are minimal. The majority of property taxes are paid directly by the client to third-parties and are not considered part of variable payments and therefore are not recorded by the Company.

As a lessor, the Company leases certain types of agriculture equipment, solar equipment, construction equipment and other equipment to its customers. The Company’s net investment in direct financing leases was $111.6 million at December 31, 2022 and $96.4 million at December 31, 2021.

117

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 15—Income Taxes

The components of income tax expense (benefit) are as follows:

	Year Ended December 31,
(Dollars in thousands)	2022		2021			2020
Income tax expense / (benefit)
Current:
Federal	$	10,638	$	12,595		$	12,174
State		9,683		10,270			9,005
Total current expense		20,321		22,865			21,179
Deferred:
Federal		3,744		59			(1,115	)
State		586		(939	)		(847	)
Total current deferred benefit		4,330		(880	)		(1,962	)
Provision for<br> income tax expense	$	24,651	$	21,985		$	19,217

The combined federal and state income tax expense differs from that computed at the federal statutory corporate tax rate as follows:

	Year Ended December 31,
	2022						2021						2020
(Dollars in thousands)	Amount			Rate			Amount			Rate			Amount			Rate
Effective income tax rate
Federal statutory rate	$	20,946			21.00	%	$	18,548			21.00	%	$	16,370			21.00	%
State taxes, net of Federal income tax benefit		8,112			8.13	%		7,370			8.34	%		6,445			8.27	%
Low-income housing tax credits		(3,031	)		(3.04	%)		(3,116	)		(3.53	%)		(2,655	)		(3.41	%)
Compensation expense		(578	)		(0.58	%)		-			-			-			-
Bank owned life insurance		(494	)		(0.49	%)		(471	)		(0.53	%)		(444	)		(0.57	%)
Tax-exempt interest income		(326	)		(0.32	%)		(347	)		(0.39	%)		(350	)		(0.45	%)
Other, net		22			0.02	%		1			0.00	%		(149	)		(0.19	%)
Total provision for income tax expense and effective<br> tax rate	$	24,651			24.72	%	$	21,985			24.89	%	$	19,217			24.65	%

118

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 15—Income Taxes—Continued

The nature and components of the Company’s net deferred income tax assets are as follows:

	December 31,
(Dollars in thousands)	2022			2021
Deferred income tax assets:
Allowance for credit losses	$	20,508		$	18,129
Deferred compensation		20,564			15,339
Unrealized losses on debt securities		9,341			945
Accrued liabilities		3,832			9,415
State income taxes		2,034			2,157
Lease liabilities		1,027			1,222
SBA PPP loan fee income		-			764
Acquired net operating losses		584			614
Low-income housing tax investments		565			503
Acquired loans fair valuation		108			197
Acquired OREO fair valuation		108			108
Other		2			19
Total deferred income tax assets		58,673			49,412
Deferred income tax liabilities:
Commercial leasing	$	(21,204	)	$	(17,892	)
Premises and equipment		(1,940	)		(1,860	)
Deferred loan and lease costs		(1,105	)		(869	)
Right of use leasing asset		(996	)		(1,197	)
Core deposit intangible asset		(830	)		(1,006	)
Accretion on investment securities		(547	)		(523	)
FHLB dividends		(348	)		(348	)
Prepaid assets		(40	)		(43	)
Other		(156	)		(132	)
Total deferred income tax liabilities		(27,166	)		(23,870	)
Net deferred income tax assets	$	31,507		$	25,542

The Company believes, based on available information, that more likely than not, the net deferred income tax asset will be realized in the normal course of operations. Accordingly, no valuation allowance has been recorded at December 31, 2022 and 2021.

The impact of a tax position is recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2022 and 2021, the Company did not have any significant uncertain tax positions. The Company includes any interest and penalties associated with unrecognized tax benefits within the provision for income taxes. The Company does not expect a material change to the total amount of unrecognized tax benefits in the next twelve months.

The Company files U.S. and state income tax returns in jurisdictions with various statutes of limitations. The 2018 through 2022 tax years remain subject to selection for examination as of December 31, 2022. As of December 31, 2022 and 2021, the Company has net operating loss of $1.9 million and $2.0 million carry-forwards and no tax credit carry-forwards.

119

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note

      16—Condensed Financial Statements of Parent Company

Financial information pertaining only to Farmers and Merchants Bancorp (“FMCB”), on a parent-only basis, is as follows:

	December 31,
(Dollars in thousands)	2022		2021
Balance Sheets
Assets
Cash and cash equivalents	$	1,582	$	1,535
Investment in subsidiaries		495,019		472,573
Other assets		304		241
Total assets	$	496,905	$	474,349
Liabilities and shareholders’ equity
Subordinated debentures	$	10,310	$	10,310
Other liabilities		1,287		903
Shareholders’ equity		485,308		463,136
Total liabilities and shareholders’ equity	$	496,905	$	474,349
	Year Ended December 31,
---	---	---	---	---	---	---
(Dollars in thousands)	2022		2021		2020
Statements of Income
Dividend and other income from subsidiaries	$	34,700	$	9,900	$	19,874
Interest and dividends		14		9		11
Total income		34,714		9,909		19,885
Reimbursement of expenses from subsidiaries		714		780		821
Other expenses		2,388		1,469		1,656
Total expense		3,102		2,249		2,477
Income before income taxes		31,612		7,660		17,408
Income tax benefit		913		660		729
		32,525		8,320		18,137
Equity in undistributed net income of subsidiaries		42,565		58,016		40,597
Net income	$	75,090	$	66,336	$	58,734

120

FARMERS & MERCHANTS BANCORP

NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)

Note 16—Condensed Financial Statements of Parent Company—Continued

(Dollars in thousands)	Year Ended December 31,
Statements of Cash Flows	2022			2021			2020
Cash flows from operating activities:
Net income	$	75,090		$	66,336		$	58,734
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of the Bank		(42,565	)		(58,016	)		(40,597	)
Change in other assets and liabilities		197			739			(393	)
Net cash provided by operating activities		32,722			9,059			17,744
Cash flows from investing activities:
Payments for investments in non-qualified retirement plans		-			-			(403	)
Securities sold or matured		124			-			-
Net cash used in investing activities		124			-			(403	)
Cash flows from financing activities:
Common stock repurchases		(20,310	)		-			(2,834	)
Issuance of common stock		-			-			403
Cash dividends paid		(12,489	)		(12,075	)		(11,700	)
Net used in financing activities		(32,799	)		(12,075	)		(14,131	)
Net change in cash and cash equivalents		47			(3,016	)		3,210
Cash and cash equivalents, beginning of year		1,535			4,551			1,341
Cash and cash equivalents, end of year	$	1,582		$	1,535		$	4,551

121

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.	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 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.

REPORT OF MANAGEMENT

To the Board of Directors and Shareholders of Farmers & Merchants Bancorp

The management of Farmers & Merchants Bancorp (the “Company”) is responsible for the preparation, integrity, and fair presentation of its published financial statements and all other information presented in this annual report. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include amounts based on informed judgments and estimates made by management. In the opinion of management, the financial statements and other information herein present fairly the financial condition and operations of the Company at the dates indicated in conformity with accounting principles generally accepted in the United States of America.

Management is responsible for establishing and maintaining an effective system of internal control over financial reporting. The internal control system is augmented by written policies and procedures and by audits performed by an internal audit staff (assisted in certain instances by contracted external audit resources other than the independent registered public accounting firm), which reports to the Audit Committee of the Board of Directors. Internal auditors monitor the operation of the internal and external control system and report findings to management and the Audit Committee. When appropriate, corrective actions are taken to address identified control deficiencies and other opportunities for improving the system. The Audit Committee provides oversight to the financial reporting process. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of the Company’s management. The Audit Committee is responsible for the selection of the independent registered public accounting firm. It meets periodically with management, the independent auditors and the internal auditors to ensure that they are carrying out their responsibilities.

122

The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the Company’s financial reports. The independent auditors and the internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the adequacy of the internal control structure for financial reporting and any other matters, which they believe should be brought to the attention of the Committee.

/s/ Kent A. Steinwert	/s/ Stephen W. Haley
Kent A. Steinwert	Stephen W. Haley
Chairman, President, and Chief Executive Officer	Executive Vice President and Chief Financial Officer

123

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Farmers & Merchants Bancorp management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed by, or under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer and effected by Management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s internal control over financial reporting includes those policies and procedures that:

(1)	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with<br> authorizations of management and directors of the Company; and
---	---
(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
---	---

There are inherent limitations in any internal control, no matter how well designed and misstatements due to error or fraud may occur and not be detected, including the possibility of circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Management assessed the effectiveness of the internal control structure over financial reporting as of December 31, 2022. This assessment was based on criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management believes that the Company’s internal control over financial reporting is effective as of December 31, 2022.

The Company’s independent registered public accounting firm has audited the consolidated financial statements for the year ended December 31, 2022, has issued an audit report on the Company’s internal control over financial reporting. Such audit report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board as of December 31, 2022 that appears on page 71.

Changes in Internal Controls

There have not been any 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 year ended December 31, 2022, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Item 9B.	Other Information

None

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable

124

PART III

Item 10.	Directors, Executive Officers and Corporate Governance

Information regarding “Directors and Executive Officers” is set forth under the headings “Annual Meeting Business Matters – Proposal No. 1 – Election of Directors” and “Executive Compensation – Compensation Discussion and Analysis – Named Executive Officers Who Are Not Directors” of the Company’s 2023 Annual Meeting Proxy Statement (“Proxy Statement”) and is incorporated herein by reference.

Information regarding “Delinquent Section 16(a) Reports” is set forth under the section “Other Matters – Delinquent Section 16(a) Reports” of the Company’s Proxy Statement and is incorporated herein by reference.

Information regarding the Company’s corporate governance and board committees is set forth under the heading “Corporate Governance – Board of Directors Meetings” and “ – Committees of the Board” in the Company’s Proxy Statement and is incorporated by reference.

Consistent with the requirements of the Sarbanes-Oxley Act, the Company has a Code of Conduct applicable to senior financial officers including the principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct can be accessed electronically by visiting the Company’s website at www.fmbonline.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to and waivers of the Code of Conduct by posting such information on its website, at the address and location specified above.

Item 11.	Executive Compensation

Information regarding “Executive Compensation” is set forth under the headings “Director Compensation” and “Executive Compensation” of the Company’s Proxy Statement and is incorporated herein by reference.

Information regarding “Compensation Committee Interlocks and Insider Participation” is set forth under such heading under “Executive Compensation” in the Company’s Proxy Statement and is incorporated herein by reference.

Information regarding the “Compensation Committee Report” is set forth under the heading “Report of the Personnel Committee of the Board of Directors on Executive Compensation” under “Executive Compensation” in the Company’s Proxy Statement and is incorporated herein by reference.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding “Security Ownership of Certain Beneficial Owners and Management” is set forth under such heading of the Company’s Proxy Statement and is incorporated herein by reference.

Information regarding “Equity Compensation Plan Information” is set forth under the heading “Executive Compensation – Qualified and Non-Qualified Retirement Programs” of the Company’s Proxy Statement and is incorporated herein by reference.

Item 13.	Certain Relationships and Related Transactions, and Director Independence

Information regarding “Certain Relationships and Related Transactions, and Director Independence” is set forth under the heading “Corporate Governance – Certain Relationships and Related Person Transactions” and “ – Director Independence” of the Company’s Proxy Statement and is incorporated herein by reference.

125

Item 14.	Principal Accounting Fees and Services

Information regarding “Principal Accounting Fees and Services” is set forth under the heading “Fees and Services of Independent Registered Public Accounting Firm” of the Company’s Proxy Statement and is incorporated herein by reference.

PART IV

Item 15.	Exhibits

List of Financial Statements and Financial Statement Schedules

(a)	The following documents are filed as a part of this Annual Report on Form 10-K:
(1)	Financial Statements and
---	---
(2)	Financial Statement schedules required to be filed by Item 8 of this Annual Report on Form 10-K.
---	---
(3)	The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Annual Report on Form 10-K:
---	---
Exhibit<br><br> <br>Number	Description
---	---
3.1	Amended and Restated Certificate of Incorporation filed on Registrant’s Form 10-K for the year ended December 31, 2022.
3.2	Amended and Restated By-Laws filed on Registrant’s Form 10-K for the year ended December 31, 2022.
3.3	Certificate of Designation for the Series A Junior Participating Preferred Stock (included as Exhibit A to the Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company,<br> dated as of August 5, 2008, filed as Exhibit 4.1 below), filed on the Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference.
4.1	Rights Agreement between Farmers & Merchants Bancorp and Registrar and Transfer Company, dated as of August 5, 2008, including Form of Right Certificate attached thereto as Exhibit B, filed on the<br> Registrant’s Form 10-Q for the quarter ended June 30, 2008, is incorporated herein by reference.
4.2	Amendment No. 1 to Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., as Rights Agent, dated as of February 18, 2016, incorporated herein<br> by reference to Exhibit 4.2 of the Registrant’s Form 8-A/A filed on February 19, 2016.
4.3	Description of F&M Bancorp Capital Stock, filed on Registrant’s Form 10-K for the year ended December 31, 2019.
10.1	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Kent A. Steinwert, filed on Registrant’s Form 10-Q for the quarter ended<br> June 30, 2019, is incorporated herein by reference.
10.3	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Deborah E. Skinner, filed on Registrant’s Form 10-Q for the quarter ended<br> June 30, 2019, is incorporated herein by reference.
10.8	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Jay J. Colombini, filed on Registrant’s Form 10-Q for the quarter ended<br> June 30, 2019, is incorporated herein by reference.
10.10	Amended and Restated Employment Agreement effective August 1, 2019, between Farmers & Merchants Bank of Central California and Ryan J. Misasi, filed on Registrant’s Form 10-Q for the quarter ended<br> June 30, 2019, is incorporated herein by reference.

126

10.11	Employment Agreement effective May 1, 2017, between Farmers & Merchants Bank of Central California and David M. Zitterow, filed on the Registrant’s Current Report on Form 8-K dated June 30, 2017, is<br> incorporated herein by reference.
10.12	Employment Agreement effective August 1, 2022, between Farmers & Merchants Bank of Central California and Kyle Koelbel, filed on the Registrant’s Form 10-Q for the quarter ended September 30, 2022, is<br> incorporated herein by reference.
10.15	Executive Retirement Plan – Performance Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is<br> incorporated herein by reference.
10.16	Executive Retirement Plan – Retention Component as amended on November 5, 2010, filed on Registrant’s Form 10-Q for the period ended September 30, 2010, is incorporated herein by reference.
10.17	Executive Retirement Plan – Salary Component, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
10.19	Executive Retirement Plan – Equity Component, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
10.20	Senior Management Retention Plan, amended and restated on November 29, 2014, filed on Registrant’s Form 10-K for the year ended December 31, 2014, is incorporated herein by reference.
21	Subsidiaries of the Registrant, filed on Registrant’s Form 10-K for the year ended December 31, 2003, is incorporated herein by reference.
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.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith

Item 16.	Form 10-K Summary

None

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on March 15, 2023.

FARMERS & MERCHANTS BANCORP
/s/ Kent A. Steinwert
Kent A. Steinwert
Director, Chairman, President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)
FARMERS & MERCHANTS BANCORP
---
/s/ Stephen W. Haley
Stephen W. Haley
Executive Vice President and Chief Financial Officer<br><br> <br>(Principal Financial Officer)

128

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kent A. Steinwert and Stephen W. Haley, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 15, 2023, by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Kent A. Steinwert	Director, Chairman, President and Chief Executive Officer
Kent A. Steinwert	(Principal Executive Officer)
/s/ Stephen W. Haley	Executive Vice President and Chief Financial Officer
Stephen W. Haley	(Principal Financial and Accounting Officer)
/s/ Edward Corum, Jr.	Director
Edward Corum, Jr.
/s/ Stephenson K. Green	Director
Stephenson K. Green
/s/ Gary Long	Director
Gary Long
/s/ Kevin Sanguinetti	Director
Kevin Sanguinetti
/s/ Calvin Suess	Director
Calvin Suess
/s/ Craig James	Director
Craig James

129

Exhibit 3.1

This composite of the Amended and Restated Certificate of Incorporation of Farmers & Merchants Bancorp (the “Corporation”) reflects the provisions of the Corporation’s Amended and Restated Certificate of Incorporation dated March 9, 1999, as amended by (i) the Certificate of Amendment dated June 5, 2007, and (ii) the Certificate of Amendment dated May 22, 2012; all of which are now in effect and operative as a result of having been previously filed with the Secretary of State of the State of Delaware.

COMPOSITE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

FARMERS & MERCHANTS BANCORP

ARTICLE I.

The name of the corporation is Farmers & Merchants Bancorp (the "Corporation").

ARTICLE II.

The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Corporation.

ARTICLE III.

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV.

The Corporation is to have perpetual existence.

ARTICLE V.

The name and mailing address of the incorporator is:

Ole R. Mettler

121 West Pine Street

Lodi, CA 95240

ARTICLE VI.

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is eight million five hundred thousand (8,500,000). This Corporation is authorized to issue two classes of shares to be designated respectively Common Stock (“Common Stock”) and Preferred Stock (“Preferred Stock”). The total number of shares of Common Stock this Corporation shall have authority to issue is seven million five hundred thousand (7,500,000). The total number of shares of Preferred Stock this Corporation shall have authority to issue is one million (1,000,000). The Common Stock shall have a par value of $0.01 per share and the Preferred Stock shall have no stated par value.

The designations, preferences, qualifications, privileges, limitations and restrictions of the classes of stock of the Corporation and the express grant of authority to the Board of Directors to fix by resolution the designations, preferences, qualifications, privileges, limitations, and restrictions relating to the classes of stock of the Corporation which are not fixed by this Amended and Restated Certificate of Incorporation, are as follows:

Section 1. Common Stock.

(a) Voting. Except as provided in this Amended Certificate of Incorporation, and subject to the rights of holders of any series of Preferred Stock then outstanding or any other securities of the Corporation, the holders of the Common Stock shall exclusively possess all voting power. Each holder of shares of Common Stock shall be entitled to one vote for each share held by such holders.

(b) Dividends. Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the Common Stock as to the payment of dividends, the full amount of dividends and sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the Common Stock, then dividends may be paid on the Common Stock, and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when as declared by the Board of Directors of the Corporation.

(c) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class having preference over the Common Stock in any event, the full preferential amounts to which they are respectively entitled, the holders of the Common Stock and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets shall be entitled, after payment or provision for payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind.

Each share of Common Stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of Common Stock of the Corporation.

Section 2. Preferred Stock.

The Board of Directors is authorized, by resolution or resolutions from time to time adopted, to provide for the issuance of Preferred Stock in one or more series and to fix and state the powers, designations, preferences, and relative, participating, optional, or other special rights of the shares of such series, and the qualifications, limitations, or restrictions thereof, including, but not limited to determination of any of the following:

(a) the distinctive serial designation, the number of shares constituting such series and the stated value thereof if different from the par value thereof;

(b) the dividend rates or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;

(d) whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions upon which such shares may be redeemed;

(e) the amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation;

(f) whether the shares of such series shall be entitled to the benefits of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such funds;

(g) whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) the subscription or purchase price and form of consideration for which the shares of such series shall be issued;

(i) whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of Preferred Stock and whether such shares may be reissued as shares of the same or any other series of Preferred Stock;

(j) the ranking (be it pari passu, junior or senior) of each class or series vis-a-vis any other class or series of any class of Preferred Stock as to the payment of dividends, the distribution of assets and all other matters; and

(k) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof, insofar as they are not inconsistent with the provisions of this Certificate of Incorporation, to the full extent permitted in accordance with the laws of the State of Delaware.

Each share of each series of Preferred Stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of the Corporation of the same series.

ARTICLE VII.

The holders of Preferred Stock shall not be held individually responsible as such holders for any debts, contracts or engagements of the Corporation, and the Preferred Stock shall not be liable for assessment to restore impairments in the capital of the Corporation.

ARTICLE VIII.

No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures, or other securities convertible into or exchangeable for stock of any class or series or carrying any right to purchase stock of any class or series; but any such unissued stock, bonds, certificates of indebtedness, debentures, or other securities convertible into or exchangeable for stock or carrying any right to purchase stock may be issued pursuant to resolution of the Board of Directors of the Corporation to such persons, firms, corporations, or associations, whether or not holders thereof, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

ARTICLE IX.

The Corporation may from time to time, pursuant to authorization by the Board of Directors of the Corporation and without action by the stockholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or other securities of the Corporation in such manner, upon such terms, and in such amounts as the Board of Directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law or regulation.

ARTICLE X.

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the holders of at least a majority of the then outstanding shares of capital stock of the Corporation entitled to vote thereat. Special meetings may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by the By-laws and by law.

ARTICLE XI.

Any action required to be taken at any annual or special meeting of stockholders of this Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided that the Board of Directors of this Corporation, by resolution, shall have previously approved any such action.

ARTICLE XII.

Except as required by applicable law, there shall be no cumulative voting by stockholders of any class or series in the election of directors of the Corporation.

ARTICLE XIII.

Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-laws of the Corporation.

ARTICLE XIV.

Section 1. In addition to any affirmative vote required by law or this Amended and Restated Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article XIV, any "Business Combination" (as hereinafter defined), which shall be consummated at a time when there shall exist an "Interested Stockholder" (as hereinafter defined), shall require the affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of capital stock of this Corporation entitled to vote, voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law or otherwise.

In addition to the higher vote requirement, except as otherwise expressly provided in Section 2 of this Article XIV, prior to effecting any such Business Combination all of the following conditions shall have been met:

A. The aggregate amount of the cash and the "Fair Market Value" (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of the Common Stock in such Business Combination shall be at least equal to the higher of the following:

(1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any shares of the Common Stock acquired by it (a) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (b) in the transaction in which it became an Interested Stockholder, if within two years of the Announcement Date, whichever is higher; and

(2) the Fair Market Value per share of the Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder the ("Determination Date"), if within two years of the Announcement Date, whichever is higher.

B. The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any other class of outstanding stock of this Corporation shall be at least equal to the highest of the following:

(1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Stockholder for any shares of such class of stock acquired by it (a) within the two-year period immediately prior to the Announcement Date or (b) in the transaction in which it became an Interested Stockholder, if within two years of the Announcement Date, whichever is higher;

(2) (if applicable) the highest preferential amount per share to which the holders of shares of such class of stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(3) the Fair Market Value per share of such class of stock on the Announcement Date or on the Determination Date, if within two years of the Announcement Date, whichever is higher.

C. The consideration to be received by holders of a particular class of outstanding stock of this Corporation (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of stock. If the Interested Stockholder has paid for shares of any class of stock with varying forms of consideration, the form of consideration for such class of stock shall be either cash or the form used to acquire the largest number of shares of such class of stock previously acquired by it. The price determined in accordance with subparagraphs A and B of this Section 1 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

D. After such stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination and except to the extent that the Corporation may be prohibited by law from making a distribution to stockholders: (1) except as approved by 66-2/3% of the "Disinterested Directors" (as hereinafter defined), there shall have been no failure to declare and pay at the regular date therefor any dividends (whether or not cumulative) on the outstanding Preferred Stock of this Corporation; (2) there shall have been (a) no reduction in the annual rate of dividends paid on the Common Stock of this Corporation (except an necessary to reflect any subdivision of the Common Stock), except as approved by 66-2/3% of the Disinterested Directors, and (b) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number or outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by 66-2/3% of the Disinterested Directors; and (3) such Interested Stockholder shall have not become the beneficial owner of any additional shares of stock of this Corporation except as part of the transaction which results in such stockholder becoming an Interested Stockholder within the two year period

prior to such consummation.

E. After such stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by this Corporation or any "Subsidiary" (as hereinafter defined), whether in anticipation of or in connection with such Business Combination or otherwise.

F. A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all holders of the stock of this Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

Section 2. The provisions of Section 1 of this Article XIV shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Amended and Restated Certificate of Incorporation, if the Business Combination shall have been approved by 66-2/3% of the Disinterested Directors; or, if either

A. there is pending any proceeding or other action by the Federal Deposit Insurance Corporation pursuant to (S) 1818(a) or (S) 1823(c) of Title 12 of the United States Code in connection with any of the banking subsidiaries of the Corporation; or

B. there is outstanding any order of the Commissioner of Financial Institutions of the State of California pursuant to California Financial Code (S) 662, (S)(S) 3100-3132 or (S)(S) 3180-3187 against any banking subsidiary of the Corporation or any other provision of similar purpose as hereinafter adopted and as the same may be amended at a future time.

Section 3. For the purposes of this Article XIV the following definitions apply:

A. A "person" means any individual, firm, corporation or other entity.

B. "Interested Stockholder" means any person (other than this Corporation or any Subsidiary) who or which:

(1) is the beneficial owner, directly or indirectly, of more than 20% of the issued and outstanding stock of this Corporation; or

(2) is an "Affiliate" of this Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 20% or more of the issued and outstanding stock of this Corporation; or

(3) is an assignee of or has otherwise succeeded to any shares of stock of this Corporation which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

C. A person shall be a "beneficial owner" of stock of this Corporation:

(1) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(2) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(3) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of stock of this Corporation.

D. "Business Combination" shall include:

(1) any merger or consolidation of the Corporation or any Subsidiary with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Stockholder; or

(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of ten percent (10%) or more of the total value of the assets of the Corporation reflected in the most recent balance sheet of the Corporation; or

(3) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of 20% of stockholders' equity or more; or

(4) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Stockholder or any Affiliate of any Interested Stockholder; except that this provision shall not limit the right of the stockholders to elect voluntarily to wind up or dissolve the Corporation by the vote of stockholders holding shares of stock representing more than fifty percent (50%) of the stock then entitled to vote in the election of directors; or

(5) any reclassification of the Corporation's securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving any Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate beneficial ownership of any Interested Stockholder or any Affiliate of any Interested Stockholder in the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary.

E. "Affiliate," and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on February 15, 1999.

F. "Disinterested Director" means any member of the Board of Directors who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the interested Stockholder became an Interested Stockholder, and any successor of a Disinterested Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

G. "Fair Market Value" means as to the stock of this Corporation the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

H. "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by this Corporation; provided, however, that for purposes of the definition of Interested Stockholder, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned directly or indirectly by this Corporation.

In the event of any Business Combination in which this Corporation survives, the phrase "other consideration to be received" as used in Section 1 of this Article XIV shall include the shares of stock of this Corporation retained by the holders of such shares.

Section 4. A majority of the directors shall have the power and duty to determine for the purposes of this Article XIV, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Stockholder, (B) the number of shares of stock of this Corporation beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another, or (D) whether the assets which are the subject of any Business Combination constitute substantially all assets of this Corporation. A majority of the directors shall have the further power to interpret all of the terms and provisions of this Article XIV.

Section 5. Nothing contained in this Article XIV shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Section 6. Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the By-laws) the affirmative vote of the holders of 66-2/3% or more of the outstanding stock of this Corporation shall be required to amend, repeal or adopt any provisions inconsistent with this Article XIV.

ARTICLE XV.

The Board of Directors, when evaluating any offer of another party to (a) make a tender or exchange offer for any Equity Security (as defined hereinafter) of the Corporation, (b) merge or consolidate the Corporation with another corporation, or (c) purchase, lease, or otherwise acquire all or substantially all of the property of the Corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its stockholders consider all of the following factors and any other factors it deems relevant: (i) the social and economic effects on the employees, stockholders, customers, suppliers, and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation or its subsidiaries operate or are located, including, without limitation, the availability of credit and other banking services to the communities served by the Corporation; (ii) whether the proposed transaction might violate federal or state laws; and (iii) not only the consideration being offered in the proposed transaction in relation to the then current market price for or book value of the outstanding capital stock of the Corporation, but also to the market price for or book value of the capital stock of the Corporation over a period of years and the Corporation's future value as an independent entity. "Equity Security" shall have the meaning ascribed to such term in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on February 15, 1999.

ARTICLE XVI.

Directors of the Corporation shall have no liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Article XVI shall not eliminate liability of a director for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not made in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which a director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the effective date of this Amended and Restated Certificate of Incorporation to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE XVII.

In accordance with Section 203(b)(3) of the Delaware General Corporation Law, the Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XVIII.

The board of directors of the corporation shall have the power to adopt, amend or repeal By-laws of the corporation by and through the vote of two-thirds of all directors, other than a By-law changing the maximum or minimum number of authorized directors which shall be approved by the vote or written consent of the holders of a majority of the outstanding shares entitled to vote.

Exhibit 3.2

A M E N D E D B Y - L A W S

FARMERS & MERCHANTS BANCORP

(a Delaware corporation)

Last Amended March 29, 2016

TABLE OF CONTENTS

			Page
ARTICLE I OFFICES			1
	Section 1.1	REGISTERED OFFICE	1
	Section 1.2	PRINCIPAL EXECUTIVE OFFICE	1
	Section 1.3	OTHER OFFICES	1
ARTICLE II MEETINGS OF STOCKHOLDERS			1
	Section 2.1	PLACE OF MEETINGS	1
	Section 2.2	ANNUAL MEETING	1
	Section 2.3	SPECIAL MEETING	1
	Section 2.4	NOTICE OF STOCKHOLDERS’ MEETING	2
	Section 2.5	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	2
	Section 2.6	AGENDAS FOR MEETINGS OF STOCKHOLDERS	3
	Section 2.7	QUORUM	4
	Section 2.8	ADJOURNED MEETING; NOTICE	4
	Section 2.9	VOTING	4
	Section 2.10	WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS	5
	Section 2.11	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	5
	Section 2.12	RECORD DATE FOR STOCKHOLDER NOTICE, VOTING, AND GIVING CONSENTS	6
	Section 2.13	PROXIES	6
	Section 2.14	INSPECTORS OF ELECTION	7
	Section 2.15	CONDUCT OF MEETINGS	8
ARTICLE III BOARD OF DIRECTORS			8
	Section 3.1	POWERS	8
	Section 3.2	NUMBER AND QUALIFICATION OF DIRECTORS	8
	Section 3.3	ELECTION AND TERM OF OFFICE OF DIRECTORS	8
	Section 3.4	NOMINATIONS FOR DIRECTORS	9
	Section 3.5	VACANCIES	10
	Section 3.6	PLACE OF MEETINGS AND MEETINGS BY TELEPHONE	11
	Section 3.7	ANNUAL MEETING	11

	Section 3.8	OTHER REGULAR MEETINGS	11
	Section 3.9	SPECIAL MEETINGS	11
	Section 3.10	ACTION ON NON AGENDA ITEMS	11
	Section 3.11	QUORUM	11
	Section 3.12	WAIVER OF NOTICE	12
	Section 3.13	ADJOURNMENT	12
	Section 3.14	NOTICE OF ADJOURNMENT	12
	Section 3.15	ACTION WITHOUT MEETING	12
	Section 3.16	FEES AND COMPENSATION OF DIRECTORS	12
	Section 3.17	HONORARY DIRECTORS	12
	Section 3.18	ADDITIONAL DIRECTOR QUALIFICATIONS	13
ARTICLE IV COMMITTEES			13
	Section 4.1	COMMITTEES OF DIRECTORS	13
	Section 4.2	MEETINGS AND ACTION OF COMMITTEES	14
ARTICLE V OFFICERS			14
	Section 5.1	OFFICERS	14
	Section 5.2	DUTIES	14
	Section 5.3	ELECTION OF OFFICERS	14
	Section 5.4	SUBORDINATE OFFICERS	14
	Section 5.5	REMOVAL AND RESIGNATION OF OFFICERS	14
	Section 5.6	VACANCIES IN OFFICES	15
	Section 5.7	CHAIRMAN OF THE BOARD	15
	Section 5.8	VICE CHAIRMAN	15
	Section 5.9	PRESIDENT	15
	Section 5.10	EXECUTIVE VICE PRESIDENT	15
	Section 5.11	CHIEF FINANCIAL OFFICER	15
	Section 5.12	SENIOR CREDIT OFFICER	16
	Section 5.13	SECRETARY	16
ARTICLE VI RECORDS AND REPORTS			16
	Section 6.1	MAINTENANCE AND INSPECTION OF SHARE REGISTER	16
	Section 6.2	MAINTENANCE AND INSPECTION OF BY-LAWS	17
	Section 6.3	MAINTENANCE AND INSPECTION OF OTHER CORPORATION RECORDS	17

	Section 6.4	INSPECTION BY DIRECTORS	17
ARTICLE VII GENERAL CORPORATE MATTERS			18
	Section 7.1	RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING	18
	Section 7.2	NOTICE BY ELECTRONIC TRANSMISSION.	18
	Section 7.3	CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS	18
	Section 7.4	CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED	19
	Section 7.5	CERTIFICATE FOR SHARES	19
	Section 7.6	LOST CERTIFICATES	19
	Section 7.7	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	19
	Section 7.8	FORUM FOR ADJUDICATION OF DISPUTES.	19
ARTICLE VIII DIVIDENDS			20
ARTICLE IX FISCAL YEAR			20
ARTICLE X CORPORATE SEAL			20
ARTICLE XI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER CORPORATE AGENTS			21
	Section 11.1	RIGHT TO INDEMNIFICATION	21
	Section 11.2	RIGHT OF CLAIMANT TO BRING SUIT	21
	Section 11.3	NONEXCLUSIVITY OF RIGHTS	22
	Section 11.4	INSURANCE	22
ARTICLE XII AMENDMENTS			22
	Section 12.1	AMENDMENT BY STOCKHOLDERS	22
	Section 12.2	AMENDMENT BY DIRECTORS	22
	Section 12.3	CONSTRUCTION AND DEFINITION	23

iii

A M E N D E D B Y - L A W S

Farmers & Merchants Bancorp

(a Delaware corporation)

ARTICLE I

OFFICES

Section 1.1 REGISTERED OFFICE. The registered office of Farmers & Merchants Bancorp (“the Corporation”), within the State of Delaware is located at 1209 Orange Street in the City of Wilmington, County of New Castle, in the State of Delaware and Corporation Trust Company is the registered agent.

Section 1.2 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the Corporation shall be located at such place within or outside of the State of Delaware as the Board of Directors of the Corporation (“Board of Directors”) from time to time shall designate.

Section 1.3 OTHER OFFICES. The Corporation may also have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.2 ANNUAL MEETING. The annual meeting of the stockholders of this Corporation shall be held each year on a date and at a time designated by the Board of Directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.

Section 2.3 SPECIAL MEETING. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a majority of the Board of Directors or by the holders of at least a majority of the then outstanding shares of capital stock of the Corporation entitled to vote thereat. Special meetings may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by the By-laws and by law.

Section 2.4 NOTICE OF STOCKHOLDERS’ MEETING. All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 2.5 of these By-Laws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 144 of the Delaware General Corporation Law (the “DGCL”), (ii) an amendment of the Certificate of Incorporation, pursuant to Section 242 of the DGCL, (iii) a reorganization of the Corporation, pursuant to Subchapter XI of the DGCL, or (iv) a voluntary dissolution of the Corporation, pursuant to Section 275 of the DGCL of that Code, the notice shall also state the general nature of that proposal.

Section 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.Subject to Section 7.2 of these Bylaws and, to the extent applicable, provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant thereto, notice of any meeting of stockholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the stockholder at the address of that stockholder appearing on the books of the Corporation or given by the stockholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to that stockholder by first- class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a stockholder at the address of that stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the stockholder on written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting shall be executed by the Secretary or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

Section 2.6 AGENDAS FOR MEETINGS OF STOCKHOLDERS. At any annual meeting of stockholders only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by, or at the direction of, the Board of Directors, (ii) otherwise properly brought before the meeting by, or at the direction of, the Chairman of the meeting, or (iii) otherwise properly brought before the meeting by a stockholder entitled to vote at such meeting. For business to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and must have been a stockholder of record at the time such notice is given. To be timely, a stockholder’s notice shall be delivered to or mailed (by United States registered mail, return receipt requested) and received at the principal executive offices of the Corporation not less than seventy (70) days nor more than ninety (90) days prior to the first anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than twenty (20) days, or delayed by more than seventy (70) days, from such anniversary date, notice by the stockholder to be timely must be so delivered or mailed (by United States registered mail, return receipt requested) and received not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the seventieth (70th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice to the Secretary shall set forth (i) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder, (b) the class and the number of shares of capital stock of the Corporation which are beneficially owned by the stockholder, (c) any material interest of the stockholder in such business and (d) whether the stockholder intends or is part of a group which intends to solicit proxies from other stockholders in support of such proposal and if part of a group, the names and addresses of such group members. No business shall be conducted at an annual meeting of stockholders pursuant to a proposal by a stockholder unless proposed in accordance with the procedures set forth in this paragraph.

At any meeting of stockholders called by a majority of the then outstanding shares of capital stock of the Corporation entitled to vote, no item of business may be transacted if the same or a substantially comparable matter (as determined by the Board of Directors) has been submitted to the stockholders within the last twelve (12) months unless approved by the Board of Directors. No special meeting of the stockholders may be called by a majority of the then outstanding shares of capital stock of the Corporation entitled to vote (i) with respect to any matter within twelve (12) months after any meeting of the stockholders at which the same or a substantially comparable matter (as determined by the Board of Directors) was included on the agenda, or (ii) if action on the proposed matter would not be lawful (as determined by the Board of Directors). No special meeting of the stockholders may be called within one hundred twenty (120) days after the last annual meeting or within one hundred twenty (120) days of the upcoming annual meeting unless approved by the Board of Directors. At any meeting of the stockholders, the Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that any item of business was not properly brought before the meeting in accordance with the foregoing and such business shall not be transacted.

To the extent any provision of this Section 2.6 shall be deemed by the Board of Directors or the Securities and Exchange Commission, or finally adjudged by a court of competent jurisdiction, to be inconsistent with the right of stockholders to request inclusion of a proposal in the Corporation’s proxy statement pursuant to Rule 14a‑8 promulgated under the Securities Exchange Act of 1934, as amended, such rule shall prevail.

Section 2.7 QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.8 ADJOURNED MEETING; NOTICE. Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the chairman of the meeting or by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.7 of these By-Laws.

When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4, 2.5 and 7.2 of these By-Laws. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 these By-Laws, subject to the provision of Sections 217 and 218 of the DGCL (relating to voting shares held by a fiduciary or in joint ownership or subject to voting trusts). In the discretion of the chairman of the meeting, the stockholders’ vote as to any matter may be by voice vote or by ballot; provided, however, that all elections of directors shall be by written ballot unless otherwise provided in the certificate of incorporation. If authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

On any matter other than elections of directors, any stockholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’s approving vote is with respect to all shares that the stockholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the DGCL or by the Certificate of Incorporation.

At a stockholders’ meeting at which directors are to be elected, no stockholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of stockholder’s shares) unless cumulative voting shall be required under Section 2115 of the California Corporations Code and unless the candidates’ names have been placed in nomination prior to commencement of the voting in accordance with Section 3.4 of these By-Laws and a stockholder has given notice to the secretary of the Corporation at least two (2) days prior to the date of the meeting of the stockholder’s intention to cumulate votes. If any stockholder has given such a notice, then every stockholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that stockholder’s shares are entitled, or distribute the stockholder’s votes on the same principle among any or all of the candidates, as the stockholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

Section 2.10 WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS. The transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or any approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these By-Laws, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required to be taken at any annual or special meeting of stockholders of this Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted, provided that the Board of Directors, by resolution, shall have previously approved any such action. In the case of election of directors, a consent otherwise conforming to the requirements of the preceding sentence shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Any stockholder giving a written consent, or the stockholder’s proxy holders, or a transferee of the shares or a personal representative of the stockholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all stockholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such stockholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the stockholders without a meeting. This notice shall be given in the manner specified in Sections 2.5 and 7.2 of these By- Laws. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 144 of the DGCL, (ii) indemnification of agents of the Corporation, pursuant to Section 145 of the DGCL of that Code, and (iii) a reorganization of the Corporation, pursuant to Subchapter XI of the DGCL of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

Section 2.12 RECORD DATE FOR STOCKHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the stockholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only stockholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the DGCL.

If the Board of Directors does not so fix a record date:

1. The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

2. The record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.13 PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic or written transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic or written transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic or written transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic or written transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the preceding sentences of this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.14 INSPECTORS OF ELECTION. Before any meeting of stockholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any stockholder or a stockholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

1. determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

2. receive votes, ballots, or consents;

3. hear and determine all challenges and questions in any way arising in connection with the right to vote;

4. count and tabulate all votes or consents;

5. determine the result; and

6. do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

Section 2.15 CONDUCT OF MEETINGS. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Chairman of the meeting shall determine, (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof (v) limitations on the time allotted to questions or comments by participants, and (v) determine when the polls shall close as to any matter to be addressed at the meeting. Unless and to the extent determined by the Board of Directors or the Chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 POWERS. Subject to the provisions of the DGCL and any limitations in the Certificate of Incorporation and these By-Laws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall not be less than seven (7) nor greater than fifteen (15) and the exact number shall be ten (10) until changed, within the limits specified above, by a resolution amending such exact number, duly adopted by the Board of Directors. The minimum and maximum number of Directors may be changed by a duly adopted amendment to the Certificate of Incorporation or by an amendment to this By-Law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

Section 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 3.4 NOMINATIONS FOR DIRECTORS. Nominations for election to the Board of Directors may be made by the Board of Directors or by any holder of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors, shall be made by notification in writing delivered or mailed to the President of the Corporation not less than thirty (30) days or more than sixty (60) days prior to any meeting of stockholders called for election of directors, provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to stockholders, such nomination shall be mailed or delivered to the President of the Corporation not later than the close of business on the seventh (7th) day following the day on which the notice of meeting was mailed. Such notification shall contain the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons, in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee: (a) the name, age, residence address and business address of each proposed nominee and each such person and the date as of which such nominee commenced residency at such residence address; (b) the principal occupation or employment, the name, type of business and address of the Corporation or other organization in which such employment is carried on of each proposed nominee and of each such person; (c) if the proposed nominee is an attorney, a statement as to whether or not either he or she or any firm with whom he or she has a relationship as partner, associate, of counsel, employee, or otherwise, acts as legal counsel for any banking Corporation, affiliate or subsidiary thereof, or bank holding company, industrial loan company, savings bank or association or finance company; (d) a statement as to each proposed nominee and a statement as to each such person stating whether the nominee or person concerned has been a participant in any proxy contest within the past ten years, and, if so, the statement shall indicate the principals involved, the subject matter of the contest, the outcome thereof, and the relationship of the nominee or person to the principals; (e) the amount of stock of the Corporation owned beneficially, directly or indirectly, by each proposed nominee or by members of his or her family residing with him or her and the names of the registered owners thereof; (f) the amount of stock of the Corporation owned of record but not beneficially by each proposed nominee or by members of his or her family residing with him or her and by each such person or by members of his or her family residing with him or her and the names of the beneficial owners thereof; (g) if any shares specified in (e) or (f) above were acquired in the last two (2) years, a statement of the dates of acquisition and amounts acquired on each date; (h) a statement showing the extent of any borrowings to purchase shares of the Corporation specified in (e) or (f) above acquired within the preceding two years, and if funds were borrowed otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, the material provisions of such borrowings and the names of the lenders; (i) the details of any contract, arrangement or understanding relating to the securities of the Corporation, to which each proposed nominee or to which each such person is a party, such as joint venture or option arrangements, puts or calls, guaranties against loss, or guaranties of profit or arrangements as to the division of losses or profits or with respect to the giving or withholding of proxies, and the name or names of the persons with whom such contracts, arrangements or understandings exist; (j) the details of any contract, arrangement, or understanding to which each proposed nominee or to which such person is a party with any other banking corporation, affiliate or subsidiary thereof, other than a subsidiary of the Corporation, or bank holding company, industrial loan company, savings bank or association or finance company, or with any officer, director, employee, agent, nominee, attorney, or other representative thereof; (k) a description of any arrangement or understanding of each proposed nominee and of each such person with any person regarding future employment or with respect to any future transaction to which the Corporation will or may be a party; (l) a statement as to each proposed nominee and a statement as to each such person as to whether or not the nominee or person concerned will bear any part of the expense incurred in any proxy solicitation, and, if so, the amount thereof; (m) a statement as to each proposed nominee and a statement as to each such person describing any conviction for a felony that occurred during the preceding ten years involving the unlawful possession, conversion or appropriation of money or other property, or the payment of taxes; (n) the total number of shares that will be voted for each proposed nominee; (o) the amount of stock, if any, owned, directly or indirectly, by each proposed nominee or by members of his family residing with him or her, in any banking corporation, affiliate or subsidiary thereof, or bank holding company, industrial loan company, savings bank or association or finance company, other than the Corporation; and (p) the identity of any other banking corporation, affiliate or subsidiary thereof, other than a subsidiary of the Corporation, or bank holding company or industrial loan company, savings bank or association or finance company as to which such nominee or any other such person serves as a director, officer, employee, agent, consultant, advisor, nominee or attorney together with a description of such relationship. The chairman of the meeting may, in his or her discretion, determine and declare to the meeting that a nomination not made in accordance with the foregoing procedure shall be disregarded.

Section 3.5 VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the stockholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.

Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the stockholders fail, at any meeting of stockholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of offices expires.

Section 3.6 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within or without the State of Delaware that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.7 ANNUAL MEETING. Following each annual meeting of stockholders, the Board of Directors shall meet for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 3.8 OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.9 SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman the Board or the President of the Corporation.

Special meetings of the Board shall be held upon four (4) days’ notice by first-class mail or twenty-four (24) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office or home of the director who the person giving the oral notice reasonably believes will promptly communicate it to the director. A notice need not specify the purpose of any special meeting of the Board nor the place if the meeting is to be held at the principal executive office of the Corporation.

Section 3.10 ACTION ON NON AGENDA ITEMS. No action may be taken at any annual, regular or special meeting of the Board of Directors with respect to any matter that was not previously included on the agenda or in the notice for such meeting delivered or announced to the directors prior to the meeting if more than one-fourth (1/4) of the directors present at such meeting are opposed to taking action at such meeting with respect to such matter.

Section 3.11 QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.13 of these By-laws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 144 of the DGCL (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 141(c) of the DGCL (as to appointment of committees), and Section 145 of the DGCL (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 3.12 WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement the lack of notice to that director.

Section 3.13 ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.14 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 3.9 of these By-Laws, to the directors who were not present at the time of the adjournment.

Section 3.15 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

Section 3.16 FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.17 HONORARY DIRECTORS. The Board of Directors may elect a director emeritus as an honorary director of the Corporation.

Section 3.18 ADDITIONAL DIRECTOR QUALIFICATIONS. No person shall be a member of the Board of Directors (a) who has not been a resident for a period of at least four years immediately prior to his or her election of a county in which a subsidiary of the Corporation maintains a banking office unless the election of such person shall be approved by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors of this Corporation then in office, or (b) who owns, together with his or her family residing with him or her, directly or indirectly, more than one percent of the outstanding shares of any other banking corporation, affiliate or subsidiary thereof, or bank holding company or industrial loan company, savings bank or association or finance company unless the election of such person shall be approved by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors then in office, or (c) who is a director, officer, employee, agent, nominee, or attorney of any other banking corporation, affiliate, or subsidiary thereof, or bank holding company or industrial loan company, savings bank or association or finance company, other than a subsidiary of the Corporation, unless the election of such person shall be approved by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors then in office, or (d) who has or is the nominee of anyone who has any contract, arrangement or understanding with any other banking corporation, or affiliate or subsidiary thereof, or bank holding company or industrial loan company, savings bank or association or finance company or with any officer, director, employee, agent, nominee, attorney or other representative thereof that he or she will reveal or in any way utilize information obtained as a director of this Corporation or that he or she will, directly or indirectly, attempt to effect or encourage any action of this Corporation, or (e) who has not held, directly or indirectly, shares of the Corporation for more than two years unless the election of such person shall be approved by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors of this Corporation then in office.

ARTICLE IV

COMMITTEES

Section 4.1 COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a) the approval of any action which, under the DGCL, also requires stockholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies on the Board of the Directors or in any committee;

(d) the amendment or repeal of By-Laws or the adoption of new By-Laws;

(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) a distribution to the stockholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g) the appointment of any other committees of the Board of Directors or the members of these committees.

Section 4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Sections 3.6 (place of meetings), 3.8 (regular meetings), 3.9 (special meetings and notice), 3.11 (quorum), 3.12 (waiver of notice), 3.13 (adjournment), 3.14 (notice of adjournment), 3.15 (action without meeting), and Section 3.16 (on compensation) of these By-Laws with such changes in the context of those By-Laws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, special meetings of committees may also be called by resolution of the Board of Directors and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these By-laws.

ARTICLE V

OFFICERS

Section 5.1 OFFICERS. The officers of the Corporation shall be a President, a Chief Financial Officer, a Senior Credit Officer and a Secretary, and may also include, at the discretion of the Board of Directors, a Chairman of the Board, a Vice-Chairman and one or more Executive Vice Presidents. Any number of offices may be held by the same person.

Section 5.2 DUTIES. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be provided by resolution of the Board of Directors.

Section 5.3 ELECTION OF OFFICERS. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.4 or Section 5.7 of these By-Laws, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 5.4 SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may from time to time determine.

Section 5.5 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5.6 VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to that office.

Section 5.7 CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By- Laws. If there is no President or if the Board of Directors so specifies, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.9 of these By-Laws.

Section 5.8 VICE CHAIRMAN. In the absence or disability of the Chairman, the Vice Chairman, if any, shall perform all the duties of the Chairman. The Vice Chairman shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

Section 5.9 PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board and Vice Chairman, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By- Laws.

Section 5.10 EXECUTIVE VICE PRESIDENT. In the absence or disability of the President, the Executive Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, an Executive Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Executive Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws, and the President, or the Chairman of the Board.

Section 5.11 CHIEF FINANCIAL OFFICER. The Chief Financial Officer and Secretary shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, these By-Laws, the President, or the Chairman of the Board.

Section 5.12 SENIOR CREDIT OFFICER. The Senior Credit Officer of the Corporation shall be generally responsible for the credit policies of the Corporation and each subsidiary thereof, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, these By-Laws, the President, or the Chairman of the Board.

Section 5.13 SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive office or such other places as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings. The Secretary need not keep minutes of all advisory committee meetings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws, and the President, or the Chairman of the Board.

ARTICLE VI

RECORDS AND REPORTS

Section 6.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder.

A complete list of the stockholders entitled to vote at each meeting of stockholders, arranged in alphabetical order and showing the address of each such stockholder and the number of shares of stock registered in the name of each such stockholder, shall be open to the examination of any stockholder, for any purpose germane to such meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of such meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting and during the whole time thereof, and may be inspected by any stockholder who is present. The record of stockholders shall also be open to inspection on the written demand of any stockholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interest as a stockholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 6.1 may be made in person or by an agent or attorney of the stockholder or holder of a voting trust certificate making the demand.

Section 6.2 MAINTENANCE AND INSPECTION OF BY-LAWS. The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of Delaware, at its principal business office in the State of California, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the stockholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of Delaware and the Corporation has no principal business office in the State of California, the Secretary shall, upon the written request of any stockholder, furnish to that stockholder a copy of the By-Laws as amended to date.

Section 6.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATION RECORDS. The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a stockholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation. No such right of inspection shall extend to any confidential information relating to the customers of any banking subsidiary of the Corporation, or other information which the Corporation may not disclose under applicable laws.

Section 6.4 INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary Corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VII

GENERAL CORPORATE MATTERS

Section 7.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by stockholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only stockholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the DGCL.

If the Board of Directors does not so fix a record date, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Section 7.2 NOTICE BY ELECTRONIC TRANSMISSION. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the certificate of incorporation, or the bylaws, or pursuant to the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant thereto, shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission 2 consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given pursuant to this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.3 CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, draft, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 7.4 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 7.5 CERTIFICATE FOR SHARES. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any of these shares are fully paid. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Executive Vice President, if any, and by the Chief Financial Officer or the Secretary, certifying the number of shares and the class or series of shares owned by the stockholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

Section 7.6 LOST CERTIFICATES. Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the board, the President, or any Executive Vice President, if any, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other Corporation or Corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

Section 7.8 FORUM FOR ADJUDICATION OF DISPUTES.

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the provisions of the preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

ARTICLE VIII

DIVIDENDS

Subject to any agreement to which the Corporation is a party or by which it is bound, the Board of Directors may declare to be payable, in cash, in other property or in stock of the Corporation of any class or series, such dividends in respect of outstanding stock of the Corporation of any class or series as the Board of Directors may at any time deem to be advisable. Before declaring any such dividend, the Board of Directors may cause to be set aside any funds or other property or assets of the Corporation legally available for the payment of dividends.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, unless determined otherwise by resolution of the Board of Directors.

ARTICLE X

CORPORATE SEAL

The Corporate Seal, if there shall be one, shall be in such form and shall bear such words and figures as shall be approved from time to time by the Board of Directors.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER CORPORATE AGENTS

Section 11.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or executive officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or was a director or executive officer of a foreign or domestic Corporation which was a predecessor of the Corporation or of another enterprise at the request of such predecessor Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director or executive officer or in any other capacity while serving as a director or executive officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes of penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 11.2 of these By-Laws, the Corporation shall indemnify and such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 11.1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the DGCL requires the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay, all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 11.1 or otherwise. The Corporation may by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. This Article XI shall create a right of indemnification for each such indemnifiable party whether or not the proceeding to which the indemnification relates arose in whole or in part prior to adoption of this Article XI (or the adoption of the comparable provisions of the By-Laws of the Corporation’s predecessor Corporation).

Section 11.2 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 11.1 of these By-Laws is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper to the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 11.3 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article XI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 11.4 INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE XII

AMENDMENTS

Section 12.1 AMENDMENT BY STOCKHOLDERS. New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Certificate of Incorporation of the Corporation shall set forth the number of authorized directors of the Corporation, the authorized number of directors may be changed only an amendment of the Certificate of Incorporation.

Section 12.2 AMENDMENT BY DIRECTORS. Subject to the rights of the stockholders as provided in Section 12.1 of these By-Laws, By-Laws or amendments to existing By-Laws, other than a By-Law or an amendment of a By-Law changing the authorized number of directors, may be adopted, amended or repealed by the Board of Directors by and through the vote of two-thirds of all directors.

Section 12.3 CONSTRUCTION AND DEFINITION. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these By-Laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

Exhibit 31(a)

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kent A. Steinwert, certify that:

1.	I have reviewed this annual report on Form 10-K of Farmers & Merchants Bancorp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br> misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and<br> for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting<br> (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated<br> subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and<br> the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by<br> this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)<br> that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors<br> (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and<br> report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---

March 15, 2023

/s/ Kent A. Steinwert
Kent A. Steinwert
President and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31(b)

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen W. Haley, certify that:

1.	I have reviewed this annual report on Form 10-K of Farmers & Merchants Bancorp;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br> misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and<br> for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting<br> (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated<br> subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and<br> the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by<br> this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)<br> that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors<br> (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and<br> report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---

March 15, 2023

/s/ Stephen W. Haley
Stephen W. Haley
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Farmers & Merchants Bancorp (the “Company”) on Form 10-K for the annual period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kent A. Steinwert, Chairman, President and Chief Executive Officer, and Mark K. Olson, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

March 15, 2023

/s/ Kent A. Steinwert
Kent A. Steinwert
President and Chief Executive Officer
(Principal Executive Officer)

March 15, 2023

/s/ Stephen W. Haley
Stephen W. Haley
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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

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

Commission File Number: 000-26099

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To foster a deeper understanding regarding diversity and inclusion, the Company assigns all employees diversity and inclusion training - Diversity Made Simple. The

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The Dodd Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) - The Dodd-Frank Act implemented sweeping reform across the U.S.

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Company reports filed with the SEC including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and ownership reports filed by directors, executive

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As a financial services company, our business and operations may be adversely affected by weak economic conditions. Our business operations, which

A large portion of our loan portfolio is tied to the real estate market where we operate and we may be negatively impacted by downturns in that market. A

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We could suffer material credit losses if we do not appropriately manage our credit risk. There are risks inherent in making any loan, including risks

The small to medium-sized businesses that we lend to may have fewer resources to weather adverse business and economic developments, which may impair their

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Our profitability depends on interest rates generally, and we may be adversely affected by changes in market interest rates. Our profitability depends in

Beginning in 2021, the U.S. economy began to reflect relatively rapid rates of increase in the consumer price index and other economic indices; a prolonged

We face strong competition from banks, credit unions and other financial services providers that offer banking services, which may limit our ability to attract

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Our financial results may be impacted by the cyclicality and seasonality of our agricultural lending business. The Company has provided financing to

The impact of climate change and governmental and societal responses to climate change, including on the availability of water and the transition to a low-carbon

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If we are not able to maintain our past levels of growth, our future prospects and competitive position could be diminished and our profitability could be

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If we are unable to manage our growth effectively, we may incur higher than anticipated costs, and our ability to execute our growth strategy could be impaired.

Entering new market areas, new lines of business, or new products and services may subject us to additional risks. A failure to successfully manage these risks

We may have difficulty attracting additional necessary personnel, which may divert resources and limit our ability to successfully expand our operations. Our

The unexpected loss of key officers would materially and adversely affect our ability to execute our business strategy, and diminish our future prospects. Our

As a community bank, our ability to maintain our positive reputation is critical to the success of our business. The failure to maintain that reputation may

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Our allowance for credit losses may not be adequate to cover actual losses. A significant source of risk arises from the possibility that we could

Our financial and accounting estimates and risk management framework rely on analytical forecasting and models. The processes we use to estimate our

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Impairment of investment securities could require charges to earnings, which would negatively affect our operations. We maintain a significant amount of

Changes in accounting standards could materially affect our financial statements. The Company’s consolidated financial statements are presented in

We may be unable to, or choose not to, pay dividends on our common shares. We have consistently declared an annual cash dividend for over 87 years. Our

The price of our common shares may fluctuate significantly and our stock may have low trading volumes, which may make it difficult for you to resell common

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If we need additional capital in the future to continue our growth, we may not be able to obtain it on terms that are favorable. We may need to raise

Our funding sources may prove insufficient to provide liquidity, replace deposits and support our future growth. We rely on customer deposits, advances

We may be adversely affected by the lack of soundness of other financial institutions or financial market utilities. Our ability to engage in routine

Cyber-attacks or other security breaches could have a material adverse effect on our business. In the normal course of business, we collect, process,

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We rely on our information technology and telecommunications systems and third-party servicers, and the failure of these systems could adversely affect our

Our risk management framework may not be effective in mitigating risks and losses to us. Our risk management framework is comprised of various processes,

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We are subject to certain operating risks, related to client or employee fraud, which could harm our reputation and business. Employee error, or employee

We depend on the accuracy and completeness of information about clients and counterparties. In deciding whether to extend credit or enter into other

Catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, floods, prolonged drought, and pandemics may adversely affect the general economy,

The physical effects of climate change, as well as governmental and societal responses to climate change could materially adversely affect our operations,

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We are subject to regulation, which increases the cost and expense of regulatory compliance, and may restrict our growth and our ability to acquire other

Banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any regulatory

Changes in laws, government regulation and monetary policy may have a material adverse effect on our operations. Financial institutions have been the

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New and future rulemaking by the CFPB and other regulators, as well as enforcement of existing consumer protection laws, may have a material effect on our

We may be required to contribute capital or assets to the Bank that could otherwise be invested or deployed more profitably elsewhere. Federal law and

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We face a risk of non-compliance and enforcement actions with respect to the Bank Secrecy Act (“BSA”) and other anti-money laundering statutes and regulations. Like

We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties. Federal and state fair

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information

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