Welcome to our dedicated page for Farmers & Merchants Bk Md SEC filings (Ticker: FMFG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Farmers and Merchants Bancshares, Inc. filings document the regulatory record of a Maryland financial holding company and its Farmers and Merchants Bank subsidiary. Recent 8-K reports furnish operating results, dividend declarations, material agreements and capital-structure actions, including fixed-to-floating subordinated notes due 2035.
Proxy and annual meeting filings cover board elections, advisory executive-compensation votes, auditor ratification, equity-compensation plan authorization and stockholder voting results. The filing record also identifies the company’s common-stock registration context, with no securities registered under Section 12(b), and provides formal exhibits for press releases, governance matters and shareholder approvals.
Farmers and Merchants Bancshares, Inc. updated and fully restated its Code of Ethics for directors and executive officers, including its principal executive and financial officers. The new version is designed to be more compliance-focused and principles-based, strengthening guidance on ethical behavior across the organization.
Key changes include formalized reporting expectations and accountability, new anti-retaliation protections for good-faith reporting, and a clear, tiered disciplinary framework. The Code also now provides simplified, principle-based guidance, places a heightened focus on both actual and perceived conflicts of interest, and emphasizes immediate disclosure requirements. The updated Code of Ethics is filed as Exhibit 14.1 and is also available on the company’s website.
Farmers and Merchants Bancshares, Inc. announced that its board declared a cash dividend of $0.36 per share on its common stock. The dividend will be paid on June 18, 2026 to stockholders of record as of June 2, 2026.
The company notes this $0.36 dividend is a 5.9% increase over the dividend paid in December and represents an annualized payout ratio of 33%. This indicates the portion of earnings being returned to shareholders in cash while retaining the rest to support the banking business.
Farmers and Merchants Bancshares, Inc. reported stronger results for the three months ended March 31, 2026. Net income rose to $1.8 million from $1.2 million a year earlier, with diluted earnings per share increasing to $0.56 from $0.37. Net interest income grew to $6.8 million from $5.5 million as higher loan yields more than offset funding costs, and there was no provision for credit losses versus a small provision in 2025. Noninterest income declined modestly, while noninterest expenses increased, mainly in furniture and equipment and employee benefits. Asset quality remained very strong with no nonaccrual loans, no charge-offs, and an allowance for credit losses on loans of $4.5 million. Total assets were $862.9 million, slightly below year-end, as loans and securities contracted and deposits fell to $711.3 million, including repayment of brokered CDs. Regulatory capital ratios stayed comfortably above “well capitalized” thresholds, with a Common Equity Tier 1 ratio of 11.98% and a Tier 1 leverage ratio of 9.73%.
Farmers and Merchants Bancshares, Inc. held its annual stockholder meeting on April 28, 2026 and reported the voting results. Stockholders elected two Class IV directors, Robert G. Pollokoff and Teresa L. Smack, each receiving over 1.69 million votes in favor with broker non-votes reported.
Investors also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with about 1.74 million votes in favor versus a relatively small number against or abstaining. In addition, stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2026 with more than 2.02 million votes cast for ratification.
Farmers and Merchants Bancshares, Inc. amended and restated its 2023 Equity Compensation Plan to add 200,000 additional shares of common stock for equity awards. This brings the total number of shares authorized for issuance under the plan to 230,000.
The company plans to file a Form S-8 registration statement to register the offer and sale of these additional shares under the plan. The amended and restated plan is filed as an exhibit to this report.
Farmers and Merchants Bancshares, Inc. reported first-quarter 2026 net income of $1.8 million, or $0.56 per share, up from $1.2 million, or $0.37 per share, a 57% increase from the prior-year quarter.
Net interest income rose to $6.8 million from $5.5 million as the yield on earning assets improved to 5.37% and average loans grew to $637.9 million. The net yield on interest-earning assets widened to 3.28% from 2.81%, while the efficiency ratio improved to 65.83% from 75.23%.
Return on average equity reached 11.03% and return on average assets was 0.84%. Asset quality remained strong, with zero non-accrual loans and nonperforming assets at 0.19% of total assets. Total assets were $863.4 million and deposits were $711.3 million, reflecting repayment of $8.5 million in brokered CDs. Book value per share increased to $20.43, and the company reported access to approximately $360 million of liquidity as of March 31, 2026.
Farmers and Merchants Bancshares, Inc. will hold its 2026 annual stockholder meeting on April 28, 2026, in Upperco, Maryland. Holders of 3,235,707 shares of common stock as of February 13, 2026 may vote.
Stockholders are asked to elect two Class IV directors, Robert G. Pollokoff and Teresa L. Smack, approve on a non-binding basis the compensation paid to named executive officers for 2025, and ratify Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2026. The board recommends voting FOR all three proposals.
The proxy also details board structure, committee memberships, director independence, executive and director compensation, including a 2025 total of $503,907 for President and CEO Gary A. Harris, as well as benefit and retirement arrangements and related-party banking relationships conducted on market terms.
Farmers and Merchants Bancshares, Inc., a Maryland-based financial holding company, outlines its community banking-focused model centered on Farmers and Merchants Bank. At December 31, 2025, consolidated assets were about $872.0 million with stockholders’ equity of $64.7 million.
The Bank operates seven full-service branches, a satellite branch, and a loan production office in Maryland, offering a mix of commercial and consumer loans, deposits, and digital services. At year-end 2025, deposits were $720.5 million, net loans were $633.1 million, and its investment securities portfolio totaled $139.8 million.
The filing describes a concentrated Maryland real estate lending footprint, regulatory capital expectations, FDIC insurance costs, cybersecurity and BSA/AML compliance, and the structure and tax-sensitive nature of a captive insurance subsidiary. It also highlights ongoing IRS audits related to that subsidiary and a broad set of operational, interest rate, competition, technology, and regulatory risks.
Farmers and Merchants Bancshares, Inc. filed a current report to note that it has issued a press release describing its financial results for the three- and twelve-month periods ended December 31, 2025. The press release is provided as Exhibit 99.1 and is furnished, rather than filed, under securities law rules.
The report clarifies that this earnings information is not automatically incorporated into other securities filings unless specifically referenced. Additional exhibits include an interactive data file associated with the cover page of the Inline XBRL document.
Farmers & Merchants Bancshares, Inc. executive vice president Barry Luciani reported an equity award tied to the company’s common stock. On January 21, 2026, he acquired 1,200 shares at a price of $0 per share, leaving him with 1,416 shares beneficially owned directly.
The filing explains this amount represents restricted stock units that are payable only in shares of common stock. These units will vest in equal installments over a three‑year period beginning January 21, 2026, as long as he remains employed by the company or an affiliate on each vesting date.