fmfg20260616_8k.htm
false 0001698022 0001698022 2026-06-16 2026-06-16
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): June 16, 2026
 
Farmers and Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
000-55756
81-3605835
(State or other jurisdiction of
 incorporation or organization) 
(Commission file number)
(IRS Employer 
Identification No.)
 
4510 Lower Beckleysville Road, Suite H, Hampstead, MD
21074
(Address of principal executive offices)
(Zip Code)
 
                                                                Registrant’s telephone number, including area code: (410) 374-1510
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01
Entry into a Material Definitive Agreement.
 
On June 16, 2026, Farmers and Merchants Bancshares, Inc. (the “Company”) and Equiniti Trust Company, LLC (“EQ”) entered into a Second Amendment to Rights Agreement (the “Amendment”), which amended the Rights Agreement, dated as of July 30, 2024, by and between the Company and EQ, as amended by that certain First Amendment to Rights Agreement, dated as of June 17, 2025 (as amended, the “Rights Agreement”). The Amendment extends the final expiration date of the rights issued under the Rights Agreement to July 29, 2027 unless further extended or accelerated as provided in the Rights Agreement.
 
The Amendment is filed as Exhibit 4.3 to this report and is incorporated herein by reference. The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.3.
 
Item 3.03
Material Modification to Rights of Security Holders.
 
The information set forth under Item 1.01 of this report is incorporated into this Item 3.03 by reference.
 
Item 9.01
Financial Statements and Exhibits.
 

 
(d)
Exhibits.
The exhibits filed with this report are listed in the following Exhibit Index:
 
Exhibit No.         Description
 

 
4.1

 
4.2

 
4.3

 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FARMERS AND MERCHANTS BANCSHARES, INC.
 
 
 
 
 
 
 
 
Dated: June 16, 2026
By:
/s/ Gary A. Harris
 
 
 
Gary A. Harris
 
 
 
President & CEO
 
 
3

Exhibit 4.3

 

SECOND AMENDMENT TO RIGHTS AGREEMENT

 

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”) is entered into as of June 16, 2026 (the “Effective Date”) by and between Farmers & Merchants Bancshares, Inc., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC, as rights agent (the “Rights Agent”), pursuant to Section 28 of that certain Rights Agreement, dated July 30, 2024, by and between the Company and the Rights Agent, as amended by that certain First Amendment to Rights Agreement, dated as of June 17, 2025 (as amended, the “Rights Agreement”). All capitalized terms used but not defined herein shall have the meanings given such terms in the Rights Agreement.

 

WHEREAS, Section 28 of the Rights Agreement provides that, for so long as the Rights are redeemable, the Company may, from time to time, in its sole discretion, supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights Certificates or Common Stock, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment;

 

WHEREAS, the Rights are currently redeemable;

 

WHEREAS, the Board has determined that it is in the best interests of the Company to extend the Final Expiration Date from July 29, 2026 to July 29, 2027 and has approved an amendment to the Rights Agreement to effect such extension; and

 

WHEREAS, the Company desires to document such amendment.

 

AMENDMENT

 

1.    Extension of Final Expiration Date. The Rights Agreement is hereby amended by deleting Section 1(hh) and substituting the following in lieu thereof:

 

(hh)         “Final Expiration Date” shall mean July 29, 2027.

 

Further, and accordingly, all references to July 29, 2026 as the expiration date of the Rights that are contained in the Rights Agreement, any outstanding Rights Certificate, and any exhibit to the Rights Agreement shall be deemed to be references to July 29, 2027.

 

2.    Effect of Amendment. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement, as amended hereby. Except as expressly set forth herein, the Rights Agreement shall not, by implication or otherwise, be supplemented, modified, or amended by virtue of this First Amendment and shall remain in full force and effect, as amended hereby. The parties hereto hereby ratify and confirm the Rights Agreement, as amended hereby, in all respects, and agree that the Rights Agreement, as amended hereby, sets forth the entire agreement and understanding of such parties relating to the subject matter thereof and hereof. For the avoidance of doubt, the parties hereto intend for the Rights Agreement to be interpreted to give effect to this First Amendment and its purpose, and this First Amendment shall control in the event of any inconsistency, whether direct or by implication, between the terms of this First Amendment and the terms of the Rights Agreement.

 

 

3.    Interpretation. The provisions of Section 34 (Governing Law; Submission to Jurisdiction) of the Rights Agreement shall apply equally to this First Amendment as if fully set forth herein mutatis mutandis.

 

4.    Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this First Amendment and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Amendment as to the parties hereto and may be used in lieu of an original of this First Amendment for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes.

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the Effective Date.

 

 

FARMERS & MERCHANTS BANCSHARES, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Gary A. Harris

 

 

Name: 

Gary A. Harris

 

 

Title: 

President & CEO

 

 

 

 

 

 

 

 

 

 

EQUINITI TRUST COMPANY, LLC

 

 

 

 

 

 

 

 

 

 

By: 

/s/ Steve Hoffman

 

 

Name: 

Steve Hoffman

 

 

Title:

SVP, Relationship Director