10-K: F&M Bank Corp. Reports Strong 54% Net Income Growth in 2025
Annual Report
F&M Bank Corp. announced a significant increase in net income for 2025, driven by robust net interest income growth and improved asset quality, despite rising noninterest expenses.
Summary
- Net income for 2025 increased by $3.9 million, or 54.14%, to $11.2 million, up from $7.3 million in 2024.
- Basic and diluted earnings per share rose to $3.16 in 2025 from $2.07 in 2024.
- Net interest income grew by $7.6 million, or 22.39%, reaching $41.5 million in 2025, primarily due to higher loan balances, repricing of adjustable-rate loans, and increased investment security yields.
- The net interest margin improved by 58 basis points to 3.35% in 2025 from 2.77% in 2024.
- Total assets increased by $71.7 million to $1.37 billion as of December 31, 2025.
- Loans held for investment grew by $46.3 million, or 5.51%, to $886.3 million.
- Total deposits increased by $50.1 million, or 4.19%, to $1.25 billion.
- Nonperforming assets decreased by $1.2 million to $6.0 million at December 31, 2025, with nonperforming loans to total loans improving to 0.68% from 0.84%.
- The allowance for credit losses to nonperforming loans increased to 129.35% in 2025 from 114.87% in 2024.
- Shareholders' equity increased by $18.7 million to $104.8 million.
- The Company issued $10.0 million in 7.55% fixed-to-floating rate subordinated notes due November 1, 2035, and redeemed a $7.0 million subordinated note due July 31, 2030.
- The Bank's capital ratios (Leverage, Total, Tier 1, Common Equity Tier 1) all increased and remain well above minimum regulatory requirements.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a strong performance, with significant net income growth, improved profitability metrics, and enhanced asset quality. While noninterest expenses rose and auto loan charge-offs increased, the overall financial health and capital position are robust.
Positives
- Significant net income growth of 54.14% year-over-year, reaching $11.2 million.
- Strong increase in earnings per share to $3.16.
- Substantial improvement in Return on Average Assets (ROAA) to 0.85% and Return on Average Equity (ROAE) to 11.76%.
- Robust net interest income growth of 22.39% and a 58 basis point expansion in net interest margin to 3.35%.
- Decreased total interest expense by 14.16% due to a favorable shift in deposit mix and lower short-term borrowing costs.
- Improved asset quality with nonperforming assets decreasing by $1.2 million to $6.0 million.
- Nonperforming loans to total loans ratio improved to 0.68% from 0.84%.
- Allowance for credit losses to nonperforming loans increased to 129.35%, indicating stronger coverage.
- Growth in loans held for investment by 5.51% to $886.3 million, driven by key segments like farmland and residential mortgages.
- Increase in total deposits by 4.19% to $1.25 billion, demonstrating continued customer funding.
- Shareholders' equity increased by $18.7 million, reflecting strong earnings and other comprehensive income.
- Bank's capital ratios remain well above minimum regulatory requirements, indicating financial strength and stability.
- Unrealized losses on the bond portfolio declined by $14.2 million, contributing to other comprehensive income.
- No material cybersecurity incidents reported in 2025.
Negatives
- Noninterest expenses increased by $2.6 million, or 7.51%, primarily due to higher salaries, employee benefits, legal and professional fees, and ATM/check card processing fees.
- Mortgage banking income decreased by $553 thousand, or 22.21%, due to a decrease in originations of loans held for sale.
- Net charge-offs to average loans increased slightly to 0.34% in 2025 from 0.31% in 2024, with a majority related to indirect automobile lending due to deteriorating economic conditions and higher inflation.
- The provision for credit losses increased to $2.7 million in 2025 from $2.3 million in 2024, reflecting higher net charge-offs and continued loan growth.
- The Company's balance sheet is liability-sensitive, meaning net interest income could be negatively affected in a rising interest rate environment, with a simulated 9.31% decrease for a +400 basis points prime rate change.
- Economic value simulation shows a significant potential decrease in net economic value (22.76%) with a +400 basis points change in prime rate.
- Uninsured deposits in excess of $250 thousand increased to $167.4 million in 2025 from $131.8 million in 2024, potentially increasing liquidity risk.
Risks
- Changes in the quality or composition of loan or investment portfolios, including adverse developments in borrower industries, declines in real estate values, or reduced repayment ability of borrowers/issuers.
- The strength of the economy in the market area, as well as general economic, market, or business conditions.
- Risk of an insufficient allowance for credit losses due to inaccurate assumptions.
- Ability to maintain well-capitalized regulatory status.
- Changes in interest rates affecting deposits, loans, and the investment portfolio.
- Changes in competitive position, competitive actions by other financial institutions, financial technology firms, and others.
- Ability to manage growth, including expansion into new markets, capital needs, and integration difficulties.
- Changing trends in customer profiles and behavior.
- Exposure to operational risk.
- Reliance on the management team and ability to attract and retain key personnel.
- Ability to raise capital as needed by the business.
- Changes in laws, regulations, and policies of federal or state regulators and agencies.
- Effect of changes in accounting policies and practices.
- Geopolitical conditions, including acts or threats of terrorism, international hostilities, or government responses.
- Occurrence of significant natural disasters, including severe weather conditions, floods, health-related issues, and other catastrophic events.
- Potential exposure to fraud, negligence, computer theft, and cyber-crime.
- The final impacts of proposed Basel III endgame rules, even if not directly applicable, cannot yet be predicted and could affect the broader financial system.
- The Bank is evaluating the expected impact of the modified CRA regulations, which became applicable beginning January 1, 2026 (data reporting January 1, 2027).
- The Company's liability-sensitive balance sheet structure implies that net interest income could be negatively affected in an increasing interest rate environment.
- Potential impacts on liquidity from declines in the fair value of the securities portfolio due to rising market interest rates.
Future Outlook
The Company expects to continue exceeding required minimum capital ratios. Management is evaluating the expected impact of the modernized Community Reinvestment Act (CRA) regulations, which became applicable in January 2026, with data reporting requirements starting January 2027. The Company anticipates financial institutions will remain heavily regulated, potentially leading to increased costs, impeded business processes, and modifications to business strategy. The $10.0 million subordinated notes issued in October 2025 will transition from a fixed interest rate of 7.55% to a quarterly reset rate of three-month SOFR plus 424.5 basis points starting November 1, 2030.
Management Comments
- "We believe our people provide significant value to our Company and its shareholders."
- "Management, after consultation with legal counsel, does not anticipate that the ultimate outcome in such legal proceedings, in the aggregate, will have a material adverse effect on the Company's business, financial condition, or results of operations."
- "Management believes the Company's current overall liquidity is sufficient to satisfy its depositors' requirements and to meet its customers' credit needs."
- "The Company currently expects to continue to exceed required minimum capital ratios."
- "Management expects that financial institutions will remain heavily regulated, and that additional laws or regulations may be adopted further regulating specific banking practices."
Industry Context
StockSavvy.ai notes that F&M Bank Corp.'s strong net interest income growth and margin expansion in 2025, coupled with a decrease in interest expense, reflects a successful adaptation to the prevailing interest rate environment, likely benefiting from rising rates on its asset base while managing funding costs. The improvement in asset quality, with declining nonperforming assets and increased allowance coverage, is a positive signal in a competitive banking landscape. The decline in mortgage banking income is consistent with broader industry trends where higher interest rates have cooled mortgage origination activity. The increase in net charge-offs in indirect automobile lending, however, points to a segment-specific vulnerability that could be indicative of broader consumer credit stress in certain loan categories, a trend observed across some regional banks. The Company's liability-sensitive balance sheet, as highlighted by its interest rate sensitivity analysis, positions it favorably in a decreasing rate environment but poses a risk if rates continue to rise, a common challenge for many community banks managing duration mismatches.
Comparison to Industry Standards
- F&M Bank Corp.'s Return on Average Assets (ROAA) of 0.85% and Return on Average Equity (ROAE) of 11.76% for 2025 are competitive for a community bank of its size, often comparing favorably to the average ROAA of 0.80%-1.00% and ROAE of 8%-12% seen in the broader U.S. community banking sector.
- The Net Interest Margin (NIM) of 3.35% is solid, aligning with or slightly exceeding the average NIM for community banks, which typically ranges from 3.00% to 3.50%, demonstrating effective asset-liability management in the current rate environment.
- The nonperforming loans to total loans ratio of 0.68% is an improvement and generally below the industry average for community banks, which can range from 0.75% to 1.50%, indicating strong credit underwriting and risk management compared to peers like Blue Ridge Bank (BRBN) or Atlantic Union Bank (AUB).
- The increase in net charge-offs in automobile loans to 2.26% (from 1.69% in 2024) is a point of concern, as it is higher than the typical 0.50%-1.50% range for well-managed auto loan portfolios, suggesting a need for closer monitoring in this segment, potentially mirroring challenges faced by some specialized auto lenders.
- The Bank's capital ratios, including a Common Equity Tier 1 ratio of 13.11% and Total Risk-Based Capital ratio of 14.04%, are robust and significantly exceed the "well-capitalized" thresholds (6.50% and 10.00% respectively), positioning it strongly against regulatory benchmarks and peers.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Vice President/Chief Operations Officer | Charles C. Driest (previously EVP/Chief Experience Officer) | Charles C. Driest | 2025-06 | Role change within the company. |
| Executive Vice President/Chief Lending Officer | Paul E. Eberly (previously EVP/Chief Development Officer) | Paul E. Eberly | 2025-06 | Role change within the company. |
| Executive Vice President/Chief Credit Officer | NA | Evan S. McHaffa | 2026-01 | New hire, previously Senior Vice President/Senior Credit Officer for Blue Ridge Bank. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
Legal Proceedings
- Management, after consultation with legal counsel, does not anticipate that the ultimate outcome in normal course litigation will have a material adverse effect on the Company's business, financial condition, or results of operations.
Related Party Transactions
- Loans to executive officers, directors, and principal shareholders, and their associates, totaled $18.4 million at December 31, 2025 (down from $20.6 million in 2024).
- Advances or new loans to related parties totaled $4.0 million in 2025, with repayments of $6.2 million.
- Deposits from related parties amounted to $7.6 million at December 31, 2025 (down from $8.4 million in 2024).
Stakeholder Impact
- Shareholders: Positive impact due to significant net income growth, increased EPS, improved ROAE, and a consistent dividend payout of $1.04 per share. The stock repurchase plan also indicates a commitment to returning value to shareholders.
- Employees: The Company sponsors a 401(k) savings plan with matching contributions and an Employee Stock Ownership Plan (ESOP), providing stock ownership and benefits. The termination of the defined benefit pension plan in 2024 and payment of vested liabilities in 2025 concludes a legacy benefit, with remaining assets to be distributed in Q1 2026.
- Customers: The Bank offers a wide range of banking services, including commercial and individual accounts, various loans, and digital banking, indicating continued service provision. The transfer of mortgage operations to the Bank and dissolution of FMFS aim to streamline services.
- Creditors: The issuance of $10.0 million in subordinated notes strengthens the Company's Tier 2 capital, enhancing its financial resilience. The redemption of an older subordinated note demonstrates active debt management.
- Regulators: The Company maintains capital ratios well above minimum regulatory requirements and has effective disclosure controls and internal controls over financial reporting, indicating strong compliance. The evaluation of new CRA regulations shows proactive engagement with evolving regulatory landscapes.
Next Steps
- The Company will file its Proxy Statement for the Annual Meeting of Shareholders to be held on May 16, 2026.
- The Bank is evaluating the expected impact of the modified CRA regulations, which became applicable beginning January 1, 2026, with certain data reporting requirements applicable as of January 1, 2027.
- Remaining assets from the terminated Defined Benefit Pension Plan are to be distributed in the first quarter of 2026.
- The stock repurchase plan, approved in June 2025 for up to $2.2 million, expires on May 31, 2026.
- The $10.0 million subordinated notes will reset their interest rate quarterly to SOFR plus 424.5 basis points starting November 1, 2030.
Key Dates
| Date | Description |
|---|---|
| 1908-04-15 | Farmers & Merchants Bank chartered as a state-chartered bank. |
| 1982-01-04 | Aubrey Michael (Mike) Wilkerson began his banking career at Wachovia Bank. |
| 1983 | F & M Bank Corp. incorporated in Virginia. |
| 1994 | Company began purchasing equity positions in low-income housing funds with Virginia Community Development Corporation. |
| 1997-09 | Lisa F. Campbell served as Senior Vice President and Controller for Triangle Bancorp, Inc. |
| 2000-03 | Lisa F. Campbell served as Executive Vice President, Chief Operating Officer and Chief Financial Officer for New Century Bancorp, Inc. |
| 2001 | USA PATRIOT Act enacted. |
| 2002 | Sarbanes-Oxley Act enacted. |
| 2005-06 | Paul E. Eberly began his career in the banking and finance industry. |
| 2010 | Dodd-Frank Act signed into law. |
| 2011-02 | Melody Emswiler served as Assistant Vice President/Human Resources Manager. |
| 2012-08 | Barton E. Black served as Managing Director at Strategic Risk Associates. |
| 2014-08 | Lisa F. Campbell served as Group Vice President and Chief Financial Officer for Fidelity Bancshares N.C., Inc. |
| 2015-02 | Melody Emswiler served as Vice President/Director of Human Resources. |
| 2017-07 | Charles C. Driest served as Senior Vice President, Director of Digital Banking at Essex Bank. |
| 2018 | Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) enacted. |
| 2019-01 | Melody Emswiler served as Senior Vice President/Human Resources Director. |
| 2019-01 | Paul E. Eberly served as Vice President/Agricultural & Rural Programs Leader. |
| 2019-03 | Barton E. Black served as Executive Vice President/Chief Strategy & Risk Officer. |
| 2020-01-01 | Community Bank Leverage Ratio (CBLR) framework became effective. |
| 2020-01 | Paul E. Eberly served as Senior Vice President/Agricultural & Rural Programs Leader. |
| 2020-05-02 | Company's Stock Incentive Plan adopted by Board, effective upon shareholder approval. |
| 2020-06 | Barton E. Black served as Executive Vice President/Chief Operating Officer. |
| 2020-09 | Paul E. Eberly served as Executive Vice President/Chief Credit Officer. |
| 2021-01 | Aubrey Michael (Mike) Wilkerson served as Executive Vice President/Chief Strategy Officer and Northern Shenandoah Valley Market Executive. |
| 2022-01 | Aubrey Michael (Mike) Wilkerson served as Executive Vice President/Chief Lending Officer. |
| 2022-01 | Melody Emswiler served as Executive Vice President/Chief Human Resources Officer. |
| 2022-01 | Charles C. Driest served as Senior Vice President/Director of Digital Banking. |
| 2022-04 | Evan S. McHaffa served as Senior Vice President/Senior Credit Officer for Blue Ridge Bank. |
| 2022-09 | Paul E. Eberly served as Executive Vice President/Chief Development Officer. |
| 2022-10 | Lisa F. Campbell served as Executive Vice President/Chief Financial Officer. |
| 2023 | Federal bank regulatory agencies jointly issued a final rule to modernize CRA regulations. |
| 2023-02-15 | Virginia Bankers Association Defined Benefit Plan for Farmers & Merchants Bank amended to stop accrual of future benefits. |
| 2023-04 | Aubrey Michael (Mike) Wilkerson served as Chief Executive Officer of the Company and the Bank. |
| 2023-04 | Barton E. Black served as President of the Company and Bank. |
| 2023-04 | Charles C. Driest served as Executive Vice President/Chief Experience Officer. |
| 2024-04-25 | Farmers & Merchants Financial Services, Inc. (FMFS) dissolved. |
| 2024-06-01 | Virginia Bankers Association Defined Benefit Plan for Farmers & Merchants Bank terminated. |
| 2024-06-07 | Legal existence of FMFS terminated. |
| 2024-12-31 | Fiscal year end for 2024 financial data. |
| 2025-03-20 | Company's Compensation Committee awarded 37,692 shares from Stock Incentive Plan. |
| 2025-05-15 | Operations, assets, and liabilities of VBS Mortgage, LLC (dba F&M Mortgage) transferred to the Bank. |
| 2025-06 | Company's Board of Directors approved a repurchase plan for up to $2.2 million of common stock. |
| 2025-06-04 | Stock repurchase plan became effective. |
| 2025-06 | Charles C. Driest served as Executive Vice President/Chief Operations Officer. |
| 2025-06 | Paul E. Eberly served as Executive Vice President/Chief Lending Officer. |
| 2025-10-24 | Company entered into Subordinated Note Purchase Agreement and issued $10.0 million subordinated notes. |
| 2025-10-31 | Company redeemed in full the $7.0 million subordinated note due July 31, 2030. |
| 2025-11-01 | New $10.0 million subordinated notes begin bearing interest. |
| 2025-11-02 | Federal banking regulators issued a proposed rule that would lower the CBLR from 9% to 8%. |
| 2025-12-31 | Fiscal year end for 2025 financial data. |
| 2026-01 | Evan S. McHaffa served as Executive Vice President/Chief Credit Officer. |
| 2026-01-01 | Most of the final CRA rules requirements became applicable. |
| 2026-03-20 | Number of common shares outstanding was 3,557,495. |
| 2026-03-27 | Report of Independent Registered Public Accounting Firm (Elliott Davis, PLLC) dated. |
| 2026-03-27 | Report of Independent Registered Public Accounting Firm (Yount, Hyde & Barbour, P.C.) dated. |
| 2026-05-16 | Annual Meeting of Shareholders to be held. |
| 2026-05-31 | Stock repurchase plan expires. |
| 2026-12-15 | Effective date for ASU 2023-09 (Income Tax Disclosures) for annual reporting periods. |
| 2026-12-15 | Effective date for FASB amendments to ASC (incremental improvements) for annual reporting periods. |
| 2026-12-15 | Effective date for FASB amendments to Financial Instruments-Credit Losses topic (expand acquired financial assets) for annual reporting periods. |
| 2027-01-01 | CRA data reporting requirements applicable. |
| 2027-12-15 | Effective date for ASU 2024-03 (Expense Disaggregation Disclosures) for interim reporting periods. |
| 2030-03-18 | Company's Stock Incentive Plan expires. |
| 2030-11-01 | Interest rate on $10.0 million subordinated notes resets quarterly to SOFR plus 424.5 basis points; notes may be redeemed at Company's option. |
| 2035-11-01 | $10.0 million subordinated notes mature. |
Recommendation
strong buyThe filing demonstrates exceptional financial performance with a 54% increase in net income and strong EPS growth, significantly outperforming the prior year. Key profitability metrics like ROAA and ROAE show substantial improvement, and the net interest margin expanded considerably. Asset quality is improving with a decrease in nonperforming assets and strong allowance coverage. While noninterest expenses increased, the overall financial health, robust capital ratios, and strategic debt management (issuing new subordinated notes to strengthen Tier 2 capital and redeeming older debt) paint a very positive picture. The stock repurchase plan further signals management's confidence. Despite some risks like a liability-sensitive balance sheet and higher auto loan charge-offs, the fundamental improvements suggest strong underlying business momentum and a favorable outlook for investors.
Keywords
Banking, Financial Services, Community Bank, SEC Filing, 10-K, Financial Performance, Net Income, Earnings Per Share, Net Interest Margin, Loan Growth, Asset Quality, Capital Ratios, Deposits, Subordinated Debt, Share Repurchase, Virginia, Shenandoah Valley, FMBM
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