Form 4: FMCB Exec Sells Shares for Tax Liabilities

FARMERS & MERCHANTS BANCORP Executive Vice President J. Ryan Misasi sold 2 shares of common stock to cover tax liabilities related to terminated retirement plans.

Summary

• J. Ryan Misasi, Executive Vice President of FARMERS & MERCHANTS BANCORP, reported a transaction on December 5, 2025.
• Misasi disposed of 2 shares of common stock at a price of $1,041.24 per share.
• This sale was made to provide liquidity for tax liabilities associated with the anticipated liquidation of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans.
• These retirement plans were terminated effective November 29, 2024.
• Following the transaction, Misasi beneficially owns 60 shares indirectly (held by spouse), 2,472 shares directly, and 2,885 shares indirectly (held in a grantor trust).
• The 2,472 direct shares include previously reported restricted stock awards granted on February 3, 2025 (1,840 shares vesting over 2 years and 582 shares vesting over 3 years).

Sentiment

Score: 5

Explanation: A routine insider sale for tax purposes, not indicative of significant positive or negative sentiment about the company's future.

Negatives

• Executive J. Ryan Misasi disposed of a small number of common stock shares (2 shares).
• The sale was necessitated by tax liabilities arising from the termination and anticipated liquidation of the Company's Non-Qualified Executive Retirement and Senior Management Retirement Plans.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Minimal direct impact due to the small volume of shares (2) involved in the transaction.
• Executives (specifically J. Ryan Misasi and other participants in the terminated plans): The termination of Non-Qualified Executive Retirement and Senior Management Retirement Plans signifies a change in their long-term compensation and retirement benefit structure, requiring personal liquidity for tax obligations.

Key Dates

Keywords

FMCB, FARMERS & MERCHANTS BANCORP, J. Ryan Misasi, Form 4, insider trading, executive compensation, stock sale, beneficial ownership, restricted stock, retirement plan