Filing Analysis
F&M Bank Corp. announced the appointment of Erica N. Truban to its Board of Directors and the Board of Directors of its wholly owned subsidiary, Farmers & Merchants Bank, effective August 25, 2026.
📋 Key Facts
- Erica N. Truban appointed to the Board of Directors effective August 25, 2026.
- Term to serve until the Company's next annual meeting of shareholders.
- Appointed to the Audit Committee and Operational Risk Committee.
- Ms. Truban is a CPA and Certified Information Systems Auditor.
- Currently serves as Director, Customer Success – High-Value & Partner Firms at Intuit, Inc.
F&M Bank Corp. issued an 8-K to announce its quarterly and semi-annual financial results for the period ending June 30, 2026, alongside a declaration of its quarterly dividend.
📋 Key Facts
- Report date: July 29, 2026
- Reporting period: Quarter and six months ended June 30, 2026
- The filing includes the announcement of quarterly dividends
- Information is furnished under Item 2.02 (Results of Operations and Financial Condition)
F&M Bank Corp. announced the completion of a restructuring of its available-for-sale securities portfolio. This follows a one-time pre-tax gain of $4.8 million realized from the sale of Bearing Insurance in April 2026.
📋 Key Facts
- Completed restructuring of available-for-sale securities portfolio on July 10, 2026.
- Recognized a one-time, pre-tax gain of $4.8 million from the sale of Bearing Insurance.
- The sale of the ownership interest in Bearing Insurance occurred in April 2026.
F&M Bank Corp. has entered into amended and restated employment agreements for its top three executives: CEO Aubrey Michael Wilkerson, President Barton E. Black, and CFO Lisa F. Campbell.
🚩 Red Flags
- Significant 'Change of Control' severance triggers (2.99x multiplier) could indicate potential M&A activity or preparation for a sale.
📋 Key Facts
- Effective date of amended agreements: December 16, 2025.
- CEO Aubrey Michael Wilkerson's base salary is set at $375,950 with a term ending Dec 31, 2026 (auto-renewing annually).
- President Barton E. Black's base salary is set at $329,250.
- CFO Lisa F. Campbell's base salary is set at $292,500.
- Severance terms include 12 months of salary/benefits for termination without cause or good reason (non-change of control scenarios).
- Change of Control severance includes a lump sum equal to 24 months of welfare continuance and 2.99x the greater of base salary or target annual bonus.
F&M Bank Corp. entered into a Subordinated Note Purchase Agreement to issue $10.0 million in 7.55% fixed-to-floating rate subordinated notes due November 2035. The proceeds are intended to redeem existing subordinated debt and for general corporate purposes.
🚩 Red Flags
- Subordinated debt increases the company's capital structure complexity; while intended for Tier 2 capital, it ranks junior to senior indebtedness.
📋 Key Facts
- Issued $10.0 million in aggregate principal amount of subordinated notes.
- Notes carry a 7.55% fixed rate from May 1, 2026, to November 1, 2030; thereafter, the rate resets quarterly to SOFR + 424.5 bps.
- Maturity date is November 1, 2035.
- Notes are structured to qualify as Tier 2 capital under regulatory guidelines.
- The notes are unsecured, subordinated, and non-convertible.
- Proceeds will be used to redeem existing subordinated debt.
Daphyne S. Thomas has retired from the Board of Directors of F&M Bank Corp., effective September 18, 2025. Her departure is due to reaching the mandatory retirement age specified in the company's Bylaws.
📋 Key Facts
- Daphyne S. Thomas retired from the board effective September 18, 2025.
- Retirement was triggered by meeting the mandatory retirement age set forth in Section 2.10 of the Company’s Amended and Restated Bylaws.
- Ms. Thomas will transition to an honorary director role.
- As an honorary director, she may attend board meetings but is not entitled to vote per Section 2.11 of the Bylaws.
F&M Bank Corp. is announcing its participation in the Raymond James U.S. Bank Conference scheduled for September 4, 2025. The company will be presenting a slide deck to management team members during the event.
📋 Key Facts
- Management will present at the Raymond James U.S. Bank Conference on September 4, 2025.
- The presentation materials are furnished as Exhibit 99.1 and are considered 'furnished' rather than 'filed' under Section 18 of the Exchange Act.
- The filing was signed by Lisa F. Campbell, Executive Vice President and CFO.
F&M Bank Corp. filed an 8-K to announce its quarterly and semi-annual financial results for the period ended June 30, 2025, alongside a declaration of its quarterly dividend.
📋 Key Facts
- Reporting date: July 30, 2025
- Period covered: Quarter and six months ended June 30, 2025
- Content includes results of operations, financial condition, and quarterly dividend announcement
- The filing is furnished under Item 2.02 (Results of Operations and Financial Condition)
F&M Bank Corp. has authorized a stock repurchase program to buy up to $2.2 million of its common stock. The program is effective from June 4, 2025, through May 31, 2026.
📋 Key Facts
- Authorization of a Stock Repurchase Program (the 'Program') for up to $2.2 million.
- The Program will be administered under Rule 10b-18 and 10b5-1.
- Effective date: June 4, 2025; Expiration date: May 31, 2026.
- Repurchases are subject to Board discretion and market conditions.
F&M Bank Corp. reported the results of its annual meeting of shareholders held on May 17, 2025. The meeting included elections for directors, ratification of auditors, and advisory votes on executive compensation.
📋 Key Facts
- Annual meeting held on May 17, 2025.
- Four directors (Burkholder, Houff, Pugh, Runion) were elected to terms ending at the 2028 annual meeting.
- Elliott Davis, LLC was ratified as the independent registered public accounting firm for 2025 with 2,431,612 votes in favor.
- Shareholders approved 'Say on Pay' (Proposal 3) with 1,383,180 votes in favor.
- Shareholders voted to hold executive compensation advisory votes every year (Proposal 4).
- The voting results for Proposal 4 showed a preference for the 1-year frequency option.
F&M Bank Corp. filed an 8-K to announce its upcoming Annual Meeting of Shareholders scheduled for May 17, 2025. The filing includes the presentation slides intended for use during the meeting.
📋 Key Facts
- Annual Meeting of Shareholders is scheduled for May 17, 2025.
- The company furnished a presentation deck (Exhibit 99.1) to be used at the meeting.
- Filing was signed by Lisa F. Campbell, Executive Vice President and CFO on May 16, 2025.
F&M Bank Corp. filed an 8-K to announce its quarterly earnings results for the period ending March 31, 2025, and to declare its quarterly dividend.
📋 Key Facts
- Report date: April 29, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
- The company announced its quarterly dividend as part of the earnings release.
F&M Bank Corp. issued an 8-K to announce its financial results for the quarter and year ended December 31, 2024, alongside the declaration of its fourth quarter dividend.
📋 Key Facts
- Report date: January 30, 2025
- Reporting period covered: Quarter and Year ended December 31, 2024
- Announcement includes quarterly results and fourth quarter dividend declaration
- The filing is furnished under Item 2.02 (Results of Operations and Financial Condition)
F&M Bank Corp. announced the dismissal of its independent auditor, Yount, Hyde & Barbour, P.C., and the selection of Elliott Davis, PLLC as its new auditor for the fiscal year ending December 31, 2025. The company also amended and restated its Bylaws to include updated shareholder proxy rules and nomination procedures.
🚩 Red Flags
- Change in certifying accountant (auditor change) can sometimes precede restatements, though the company explicitly denies any disagreement or reportable events.
📋 Key Facts
- Dismissed Yount, Hyde & Barbour, P.C. (YHB) effective upon completion of the FY2024 audit.
- Engaged Elliott Davis, PLLC as the new independent auditor for fiscal year 2025.
- The dismissal was not related to any disagreements regarding accounting principles or auditing scope.
- Amended Bylaws include a provision requiring proxy cards used by shareholders to be a color other than white (reserved for the Board).
- Updated shareholder nomination windows from 60-90 days to 90-135 days prior to annual meetings.
- Bylaw amendments address SEC Rule 14a-19 regarding universal proxy cards.
F&M Bank Corp. announced its quarterly earnings results for the period ending September 30, 2024, and declared its third quarter dividend.
📋 Key Facts
- Reported results of operations and financial condition for the quarter and nine months ended September 30, 2024.
- Announced the company's third quarter dividend via press release dated November 8, 2024.
- The filing was signed by Lisa F. Campbell, Executive Vice President and CFO.
F&M Bank Corp. announced the appointment of Neil A. Houff to its Board of Directors and the Board of Farmers & Merchants Bank, effective October 23, 2024.
📋 Key Facts
- Neil A. Houff appointed as a director of F&M Bank Corp. on October 23, 2024.
- Mr. Houff will serve until the Company’s next annual meeting of shareholders.
- Appointment includes membership on the Board of Directors of Farmers & Merchants Bank (the wholly owned subsidiary).
- Compensation follows standard non-employee director arrangements as detailed in the 2024 proxy statement.
- Mr. Houff is currently the President of Houff Corporation.
F&M Bank Corp. announced that management will present at the Raymond James U.S. Bank Conference on September 5, 2024. The company furnished a slide presentation as an exhibit to this filing.
📋 Key Facts
- Management is presenting at the Raymond James U.S. Bank Conference on September 5, 2024.
- The company has furnished a slide presentation (Exhibit 99.1) under Item 7.01.
- Information provided under Item 7.01 is 'furnished' and not 'filed' for purposes of Section 18 of the Exchange Act.
F&M Bank Corp. filed an 8-K to announce its quarterly and semi-annual financial results for the period ending June 30, 2024, alongside the declaration of its second quarter dividend.
📋 Key Facts
- Reported results for the quarter and six months ended June 30, 2024.
- Announced the company's second quarter dividend via press release.
- Filing date: July 29, 2024.
F&M Bank Corp. announced the retirement of Larry A. Caplinger from its Board of Directors, effective July 18, 2024.
📋 Key Facts
- Larry A. Caplinger retired from the Board of Directors on July 18, 2024.
- The departure is due to meeting the mandatory retirement age set forth in the Company's bylaws.
- Mr. Caplinger served on the Board for a period of 12 years.
F&M Bank Corp. reported the results of its annual meeting of shareholders held on May 18, 2024. The meeting included elections for directors, ratification of the independent auditor, and a non-binding vote on executive compensation.
📋 Key Facts
- Annual meeting of shareholders held on May 18, 2024.
- Three directors (Anne B. Keeler, Daphyne S. Thomas, Peter H. Wray) were elected to terms ending at the 2027 annual meeting.
- Yount, Hyde & Barbour PC was ratified as the independent registered public accounting firm for 2024 with 2,236,106 votes in favor.
- The 'Say on Pay' advisory resolution regarding executive compensation was approved with 1,290,783 votes in favor.
F&M Bank Corp. reported the triggering of settlement accounting for its defined benefit pension plan due to lump sum payments exceeding service and interest costs. This resulted in a recognized gain, which was subsequently adjusted upward following an additional distribution.
📋 Key Facts
- Settlement accounting triggered on April 25, 2024, because lump sum payments exceeded the sum of plan's service cost and interest cost.
- The Company initially recognized a pension gain of $547,345 in Q2 2024.
- On May 8, 2024, the gain was increased to $577,305 due to an additional lump sum distribution.
- The Company intends to terminate the pension plan on June 1, 2024.
This is an amendment (8-K/A) to a previously filed 8-K. The purpose of the filing is to include Exhibit 99.1, which was inadvertently omitted from the original submission on April 30, 2024.
📋 Key Facts
- Filing is an Amendment No. 1 to the Original Filing dated December 14, 2023 (Note: text contains a potential clerical error in the amendment description regarding dates).
- The primary purpose is to attach Exhibit 99.1 (Press Release) which was omitted.
- The attached press release concerns results of operations and financial condition for the quarter ended March 31, 2024.
- The filing also announces the company's first quarter dividend.
F&M Bank Corp. filed an 8-K to announce its quarterly earnings results for the period ended March 31, 2024, and the declaration of its first quarter dividend.
📋 Key Facts
- Report date: April 30, 2024
- Reporting period: Quarter ended March 31, 2024
- Content includes quarterly results announcement and first quarter dividend declaration
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18.
F&M Bank Corp. filed an 8-K to furnish investor presentation materials used in recent meetings. The filing is a standard regulatory disclosure under Regulation FD.
📋 Key Facts
- The company furnished investor presentation materials as Exhibit 99.1.
- The information provided under Item 7.01 is 'furnished' rather than 'filed' for purposes of Section 18 of the Exchange Act.
- Filing date: January 30, 2024.
F&M Bank Corp. filed an 8-K to announce its financial results for the quarter and fiscal year ended December 31, 2023, alongside the declaration of its fourth quarter dividend.
📋 Key Facts
- Report date: January 29, 2024
- Reporting period: Quarter and Year ended December 31, 2023
- The filing includes a press release (Exhibit 99.1) regarding results of operations and financial condition.
- The company announced its fourth quarter dividend.