8-K - FMCB - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 28, 2025

Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

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

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

Former name or former address, if changed since last report

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01	Regulation FD Disclosure

On October 28, 2025, Farmers & Merchants Bancorp (the “Company”) released an investor presentation (the “Investor Presentation”) which includes updates regarding the Company’s financial position, business, and operations that management of the Company intends to use from time to time in investor communications and conferences. A copy of the Investor Presentation is attached hereto as Exhibit 99.1.

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

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Farmers & Merchants Bancorp Investor Presentation, dated October 28, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FARMERS & MERCHANTS BANCORP
	By	/s/ Bart R. Olson
		Bart R. Olson
		Executive Vice President
		& Chief Financial Officer
Date: October 28, 2025

Exhibit 99.1

2025 Third Quarter Update (OTCQX: FMCB) October 28, 2025

(FMCB) Our Story Founded in 1916; Headquartered in Lodi, CA Serving Central California; 33 locations; 380 employees Expanded into San Francisco Bay Area in 2013 Expertise in Ag Lending >100 years; 19th largest in US Unique premier region; CA 4th largest economy in the world Full complement of products & services; commercial middle market focus; diversified portfolio; relationship driven Extraordinarily consistent and reliable profitable growth Strategic focus on superior client service Serve our constituents – customers, shareholders, communities, employees Assets $5.6bn RBC 15.74% NIM 4.14% TCE 11.26% 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. ROA 1.68% ROE 15.28% Note: As of or YTD ended September 30, 2025

(FMCB) Our Geographic Markets Market Area Metrics: 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Population of 6.6 million (1) GDP of $539 billion (2) Median household income of $97,861 (1) Diversified industries Territory stretches 100 miles north to south and 60 miles east to west Majority of the State’s watershed occurs in the Bank’s territory Source: United States Census Bureau as of 12/31/2024. Source: Federal Reserve Bank of St. Louis (FRED) as of 12/31/2023.

(FMCB) 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. Third Quarter and YTD Financial Highlights Net income $ 23,718 $ 23,055 $ 22,121 $ 69,782 $ 66,611 Diluted earnings per common share $ 33.92 $ 32.94 $ 29.96 $ 99.67 $ 89.91 Tangible book value per common share (1) $ 877.13 $ 835.33 $ 799.04 $ 877.13 $ 799.04 Return on average assets 1.70% 1.65% 1.65% 1.68% 1.65% Return on average equity 15.10% 15.09% 15.03% 15.28% 15.55% Net interest margin - tax equivalent 4.16% 4.07% 4.07% 4.14% 4.04% Loan yield 6.05% 6.08% 6.13% 6.06% 6.11% Cost of average total deposits 1.22% 1.31% 1.39% 1.24% 1.39% Efficiency ratio 46.48% 44.88% 47.63% 45.10% 46.13% Average investments $ 1,380,605 $ 1,294,454 $ 1,100,572 $ 1,310,663 $ 1,055,807 Average loans and leases $ 3,620,221 $ 3,619,029 $ 3,681,492 $ 3,616,648 $ 3,677,370 Average deposits $ 4,857,847 $ 4,889,000 $ 4,684,306 $ 4,826,008 $ 4,706,339 Loan-to-deposit ratio 74.16% 76.38% 78.87% 74.16% 78.87% Allowance for credit losses - loans and leases $ 75,963 $ 76,169 $ 75,816 $ 75,963 $ 75,816 Allowance for credit losses ratio - loans and leases 2.10% 2.09% 2.04% 2.10% 2.04% Net charge-offs/(recoveries) $ 906 $ 544 $ 216 $ 1,610 $ 149 Non-performing assets ratio 0.03% 0.02% 0.03% 0.03% 0.03% Risk-based capital to risk-weighted assets 15.74% 15.36% 14.95% 15.74% 14.95% Common equity tier 1 capital to risk-weighted assets 14.26% 13.88% 13.47% 14.26% 13.47% Tangible common equity ratio (1) 11.26% 11.08% 10.91% 11.26% 10.91% (dollars in thousands, except per share data) September 30, 2025 June 30, 2025 September 30, September 30, September 30, 2024 2025 2024 (1) Non-GAAP measurement - see appendix for reconciliation Three-Months Ended Nine-Months Ended

(FMCB) 3-Year 5-Year 10.9% (1.3%) 7-Year 16.4% 5.6% 10-Year 14.1% 4.7% 15-Year 11.6% 10.5% 20-Year 9.9% 2.8% KRX

        Median  13.8% \(8.8%\)  Superior Long Term EPS Track Record  Core EPS CAGR \(%\)\(1\)  Source: S&P Global. Financial data as of the year ended 12/31 for each respective year through 12/31/2024. Note I: KRX calculated as the median of the current
        50 KRX constituents.  Note II: Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and  available for sale securities, amortization of
        intangibles, goodwill and nonrecurring items.  CAGRs calculated through 2024.  2025 YTD core EPS shown on an annualized basis.  10  ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) KRX Median 3-Year 12.1% (1.6%) 5-Year 12.4% 0.7% 7-Year 11.7% 2.9% 10-Year 10.4% 3.6% 15-Year 9.3% 4.3% CAGRs calculated through 2024. Non-GAAP measurement – see appendix for reconciliation 20-Year 9.1% 4.1% Top Tier TBV Compounded Growth TBVPS CAGR (%)(1) Source: S&P Global. Financial data as of the year ended 12/31 for each respective year through 12/31/2024. Note: KRX calculated as the median of the current 50 KRX constituents. 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Strong Liquidity Position Investment portfolio as of 9/30/25: $1.6 billion Tax Equivalent Yield – 3.34% Weighted Average Life – 6.8 years Effective Duration – 5.1 years YTD 2025 purchases of $429.4 million (Avg. Yield of 5.03%; WAL of 7.2 years) No other borrowings as of 9/30/25 No brokered CDs as of 9/30/25 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Composition of Loans & Deposits As of or YTD ended September 30, 2025 Loan composition – 58% fixed; 42% variable Loan-to-deposit ratio – 74.16% as of 9/30/25 Cost of average total deposits – 1.24% for YTD 2025 Cost of total interest bearing deposits – 1.80% for YTD 2025 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Our Expertise in Agriculture 19th largest Ag lender in the US Uniquely located in the premier agricultural region of the Central Valley from a climate, soil and water perspective Ag lender for over 100 years Diversified Ag portfolio Ag related lending is approximately $1.0 billion or 26.6% of our loan portfolio as of 9/30/25 Significant Ag related deposits Strong credit culture Net recoveries of $2,000 over the last 10 years from 2015 to 2024; net charge-offs of $1.3 million as of YTD ended 9/30/25 No non-performing loans of as of 9/30/25 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) CRE & Construction Portfolio CRE & Construction portfolio represents 44.1% of total loan portfolio as of 9/30/2025 Operate below the regulatory thresholds of 100% for construction and 300% for total CRE; as of 9/30/25: Construction concentration – 25.9% Total CRE concentration – 168.2% Well-diversified; strong credit culture Net charge-offs of $170,000 for CRE and zero for construction over the last 5 years from 2020 to 2024; net charge-offs of $175,000 as of YTD ended 9/30/25 $955,000 of non-performing loans as of 9/30/25 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Strong Credit Quality Net recoveries of $3.0 million over the last 10 years (2015-2024); Adopted CECL on 1/1/22 Net charge-offs of $1.6 million, or 0.04% for YTD 2025; $682,000, or 0.02% for full year 2024 of average loans and leases Non-performing loans of $955,000 or 0.03% as of 9/30/25; $929,000 or 0.03% of total loans and leases as of 12/31/24 Allowance for Credit Losses (ACL) on loans and leases of $76.0 million or 2.10% of total loans and leases as of 9/30/25 Experienced lenders, conservative and disciplined credit culture 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Shareholder Returns Average annual total shareholders’ return of 12.88% over the last 28 years; through 12/31/24 Annual cash dividend growth rate of 10.80% over the last 28 years; through 12/31/24 Since 12/31/19 reduced the number of outstanding shares by 11.76% through 12/31/24 In 2024, repurchased 48,173 shares or 6.44% of outstanding shares; repurchased 7,789 shares during the nine months ended 9/30/25 Ranked 17th out of 55 public companies to be considered a “Dividend King”; requires 50+ years of consecutive dividends; F&M has delivered 90 years of consecutive dividends and 60 years of continuous increases Based on the dividend record date; moved from semi-annual dividend to quarterly dividend beginning in Q3-2025 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

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

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

(FMCB) 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved. FMCB Investment Thesis Consistent earnings growth and superior shareholder returns Steady and strong growth in tangible book value per share History of 90 consecutive years of dividends with 60 years of increases Unique expertise in Ag lending results in a more diversified loan portfolio resulting in a lower CRE concentration Geographically located in a premier location of the Central Valley and Bay Area of California where the majority of the State’s watershed flows Seasoned management team with deep and diverse banking experience Highly efficient branch network with premier locations Strong and disciplined credit culture Well-positioned, diversified and strong balance sheet with conservative loan-to-deposit ratio

(FMCB) Non-GAAP Measurements (1) Tangible common equity divided by tangible assets. (2) Total common equity divided by common shares outstanding. (3) Tangible common equity divided by common shares outstanding. (4) In 2025, replaced Non-Qualified Retirement Plan with a Restricted Stock Plan Tangible Common Equity Ratio and September 30, Tangible Book Value Per Common Share 2020 2021 2022 2023 2024 2025 (Dollars in thousands, except share and per share data) Shareholders' equity $ 423,665 $ 463,136 $ 485,308 $ 549,755 $ 573,072 $ 645,252 Less: Intangible assets 15,196 14,585 13,992 13,419 12,870 12,478 Tangible common equity $ 408,469 $ 448,551 $ 471,316 $ 536,336 $ 560,202 $ 632,774 Total assets $ 4,550,453 $ 5,177,720 $ 5,327,399 $ 5,308,928 $ 5,370,196 $ 5,629,867 Less: Intangible assets 15,196 14,585 13,992 13,419 12,870 12,478 Tangible assets $ 4,535,257 $ 5,163,135 $ 5,313,407 $ 5,295,509 $ 5,357,326 $ 5,617,389 Tangible common equity ratio(1) 9.01% 8.69% 8.87% 10.13% 10.46% 11.26% Book value per common share(2) $ 536.53 $ 586.51 $ 631.63 $ 735.00 $ 818.91 $ 894.43 Tangible book value per common share(3) $ 517.28 $ 568.04 $ 613.42 $ 717.05 $ 800.52 $ 877.13 Common shares outstanding(4) 789,646 789,646 768,337 747,971 699,798 721,411 December 31, 10 ©2025 Farmers & Merchants Bank of Central California. All Rights Reserved.

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