Form 4: FMCB Director Sells Shares for Tax Liabilities

FARMERS & MERCHANTS BANCORP Director James Craig W. disposed of 67 shares of common stock to cover tax liabilities related to terminated retirement plans.

Summary

• James Craig W., a Director of FARMERS & MERCHANTS BANCORP (FMCB), reported a transaction involving the disposal of common stock.
• The transaction occurred on December 5, 2025.
• A total of 67 shares of common stock were disposed of directly.
• The shares were sold at a price of $1,041.24 per share, based on the 30-day volume weighted average price after the close of the market on December 4, 2025.
• The disposal was in connection with the anticipated liquidation and distribution of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans.
• These plans were terminated effective November 29, 2024.
• The Trustees of the grantor trust funding the plans exchanged some company stock for cash to provide liquidity for related tax liabilities.
• Following the transaction, James Craig W. directly owns 83 shares and indirectly owns 322 shares held in a grantor trust established in connection with the company's Non-Qualified Retirement Plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly negative. While a director selling shares can be a negative signal, the explicit and non-discretionary reason (to cover tax liabilities from a terminated retirement plan) mitigates the negative impact, making it an expected administrative action rather than a vote of no confidence.

Negatives

• A director selling shares, even for a stated reason, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence or a need for personal liquidity.

Risks

• The sale of shares by a director, even for tax purposes, could be misinterpreted by investors as a lack of confidence in the company's future performance.
• The liquidation and distribution of non-qualified retirement plans may have implications for employee retention or future compensation strategies, though not explicitly detailed as a risk in this filing.

Future Outlook

The filing indicates the anticipated liquidation and distribution of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans, which were terminated effective November 29, 2024. This transaction is part of that process, specifically to address related tax liabilities.

Management Comments

• The Trustees of the grantor trust funding the plans elected to exchange some of the shares of Company stock held in the participant's accounts with cash to provide liquidity for related tax liabilities.

Industry Context

This filing details an insider transaction, which is specific to FARMERS & MERCHANTS BANCORP and its director. It does not provide broader industry trends or competitive analysis. However, the termination of non-qualified retirement plans can be a strategic decision influenced by changes in compensation philosophy or regulatory environment within the banking sector.

Corporate Governance

Related Party Transactions

• The disposal of common stock by James Craig W., a Director of FARMERS & MERCHANTS BANCORP, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Will observe a director selling shares, which could lead to questions about insider confidence, though the stated reason provides context.
• Employees (specifically participants in the terminated plans): Directly impacted by the liquidation and distribution of their retirement plan assets.

Next Steps

• Continued liquidation and distribution of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans.

Key Dates

Keywords

FARMERS & MERCHANTS BANCORP, FMCB, Insider Trading, Form 4, Director Share Sale, Executive Retirement Plan, Non-Qualified Plan, Stock Disposal, Tax Liabilities