Form 4: FMCB CEO Steinwert Receives Stock Grant, Realigns Holdings

Farmers & Merchants Bancorp CEO Kent A. Steinwert received a restricted stock award and re-allocated shares from executive retirement plans to a family trust and LLC.

Summary

• Kent A. Steinwert, President/CEO and Director of Farmers & Merchants Bancorp (FMCB), was granted 400 shares of common stock as a restricted stock award (RSA) on December 9, 2025.
• These 400 RSA shares have no voting rights and will vest ratably over a one-year term.
• On December 10, 2025, 2,937 shares previously held indirectly through the Company's Non-Qualified Executive Retirement Plans were distributed to Mr. Steinwert's family trust for no consideration, following the liquidation of the plans.
• Also on December 10, 2025, 17,363 shares previously held indirectly through the Company's Non-Qualified Executive Retirement Plans were distributed to an LLC for no consideration, also due to the liquidation of the plans.
• Mr. Steinwert's direct beneficial ownership after these transactions is 9,790 shares, which includes prior RSA grants from February 3, 2025, totaling 7,260 shares (2-year vesting) and 2,130 shares (3-year vesting).
• Indirect beneficial ownership now includes 3,108 shares held in a trust and 19,000 shares held by an LLC.
• Five shares previously reported as directly owned are now clarified as held by Mr. Steinwert as custodian for a minor child, with beneficial ownership disclaimed.

Sentiment

Score: 6

Explanation: The filing is largely neutral, detailing routine insider transactions including a new restricted stock grant and re-allocation of existing holdings due to plan liquidation. The grant is a positive, but the re-allocations are administrative and do not represent new capital or significant changes in overall beneficial ownership.

Positives

• Grant of 400 restricted stock units to the President/CEO, aligning management incentives with shareholder interests.

Future Outlook

The restricted stock awards granted to the CEO include vesting schedules extending over one, two, and three years, indicating a long-term incentive structure for management.

Industry Context

This filing reflects routine insider transaction reporting for executive compensation and beneficial ownership changes, common across the banking sector for publicly traded companies.

Related Party Transactions

• Shares previously held in the Company's Non-Qualified Executive Retirement Plans were distributed to the Reporting Person's family trust and an LLC, both entities indirectly controlled by or for the benefit of the Reporting Person, for no consideration due to plan liquidation.

Stakeholder Impact

• Shareholders: The grant of restricted stock aligns the CEO's interests with long-term shareholder value creation through vesting incentives. The re-allocation of shares from retirement plans to a trust and LLC is an administrative change in beneficial ownership structure and has minimal direct impact on other shareholders.
• Employees: The liquidation of Non-Qualified Executive Retirement Plans could potentially affect other participants if similar plans existed for other executives, though this filing only details the CEO's portion.

Next Steps

• The 400 restricted stock award shares granted on December 9, 2025, will vest ratably over a one-year term.
• The 7,260 restricted stock award shares granted on February 3, 2025, will vest ratably over a two-year term.
• The 2,130 special one-time restricted stock award shares granted on February 3, 2025, will vest ratably over a three-year term.

Key Dates

Keywords

FMCB, Farmers & Merchants Bancorp, Kent A. Steinwert, SEC Form 4, Insider Transaction, Restricted Stock Award, RSA, Executive Compensation, Stock Grant, Beneficial Ownership