Filing Analysis
Farmers and Merchants Bancshares, Inc. has filed an 8-K to furnish its quarterly financial results for the three and six-month periods ended June 30, 2026.
📋 Key Facts
- Report date: July 23, 2026
- Reporting period: Three and six months ended June 30, 2026
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
- Signed by Gary A. Harris, President & CEO.
Farmers and Merchants Bancshares, Inc. announced a cash dividend declaration of $0.34 per share. The dividend is payable on December 15, 2025, to shareholders of record as of December 5, 2025.
📋 Key Facts
- Dividend amount: $0.34 per share in cash.
- Record date: December 5, 2025.
- Payment date: December 15, 2025.
Farmers and Merchants Bancshares, Inc. filed an 8-K to furnish its quarterly financial results for the three and nine month periods ended September 30, 2025.
📋 Key Facts
- The filing is a standard earnings release under Item 2.02.
- Reporting period covers the three and nine months ended September 30, 2025.
- Press release containing financial results was issued on October 27, 2025.
Farmers and Merchants Bancshares, Inc. issued $12.5 million in 7.875% Fixed to Floating Rate Subordinated Notes due in 2035. The proceeds are intended to repay approximately $10 million of existing term debt owed to First Horizon Bank and for general corporate purposes.
🚩 Red Flags
- Notes are subordinated and rank junior to all existing and future Senior Indebtedness.
- Notes are general unsecured obligations of the parent company, not guaranteed by subsidiaries (including Farmers and Merchants Bank).
📋 Key Facts
- Issued $12,500,000 in aggregate principal amount of Subordinated Notes.
- Notes carry a 7.875% fixed interest rate until September 26, 2030, then transition to a floating rate (Three-Month Term SOFR + 458 bps).
- Maturity date is September 25, 2035.
- Proceeds will repay ~$10.02 million of an existing Term Note due to First Horizon Bank.
- The Notes are intended to qualify as Tier 2 capital for regulatory purposes.
Farmers and Merchants Bancshares, Inc. has filed an 8-K to furnish its quarterly financial results for the three and six month periods ended June 30, 2025.
📋 Key Facts
- The filing relates to the release of financial results for the period ending June 30, 2025.
- Financial results were issued via press release on July 23, 2025.
- The report is filed under Item 2.02 (Results of Operation and Financial Condition).
Farmers and Merchants Bancshares, Inc. announced the retirement of Mark C. Krebs as Treasurer and CFO effective June 30, 2025. Paul B. Susie, previously the Bank's Senior Vice President – Chief Accounting Officer, has been appointed to succeed him.
🚩 Red Flags
- Succession risk: The new CFO is an internal promote who has only been with the bank in a senior capacity since late 2024.
📋 Key Facts
- Mark C. Krebs retired as Treasurer and CFO on June 30, 2025.
- Paul B. Susie appointed as new Treasurer and CFO effective July 1, 2025.
- Mr. Susie's annual base salary is $210,000 plus participation in the Bank's bonus program.
- The appointment follows Mr. Susie's tenure as Senior Vice President – Chief Accounting Officer at the Bank since December 2, 2024.
Farmers and Merchants Bancshares, Inc. entered into a First Amendment to its Rights Agreement with Equiniti Trust Company, LLC on June 17, 2025. The amendment primarily serves to extend the expiration date of existing rights to July 29, 2026.
🚩 Red Flags
- Extension of rights suggests the previous timeline/structure was insufficient to achieve its intended purpose (often related to capital raises or shareholder restructuring).
📋 Key Facts
- Amendment dated June 17, 2025, between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC (EQ).
- The amendment modifies the original Rights Agreement dated July 30, 2024.
- The final expiration date for rights issued under the agreement is extended to July 29, 2026.
Farmers and Merchants Bancshares, Inc. announced the effectiveness of its 2025 Dividend Reinvestment Plan (DRIP) and declared a cash dividend of $0.34 per share.
📋 Key Facts
- The SEC declared the Registration Statement for the 2025 DRIP effective on June 6, 2025.
- A cash dividend of $0.34 per share was declared by the Board on June 9, 2025.
- Dividend record date: July 11, 2025.
- Dividend payment date: July 25, 2025.
Farmers and Merchants Bancshares, Inc. announced the adoption of a new 2025 Dividend Reinvestment Plan via a press release on May 27, 2025.
📋 Key Facts
- Company adopted a new 2025 Dividend Reinvestment Plan (DRIP).
- Announcement made via press release dated May 27, 2025.
- The filing is under Item 7.01 (Regulation FD Disclosure) and does not constitute an offer to sell securities.
This is an amendment (8-K/A) to a previous filing regarding the results of the 2025 annual meeting of stockholders. The company is correcting omissions related to abstentions, broker non-votes, and missing exhibit data from the original report.
🚩 Red Flags
- Administrative error in previous SEC filing (omission of voting details and exhibits).
📋 Key Facts
- Amendment filed on May 9, 2025, to correct an original filing from May 2, 2025.
- Proposal 1 (Election of Directors): Steven W. Eline received 1,735,829 'For' votes; Bruce L. Schindler received 1,718,457 'For' votes.
- Proposal 2 (Ratification of Auditor): Yount, Hyde & Barbour, P.C. was ratified with 2,069,050 'For' votes.
- The amendment includes previously omitted data regarding abstentions and broker non-votes for both proposals.
- The filing adds Exhibit 104 (Cover Page Interactive Data File) which was missing from the original submission.
Farmers and Merchants Bancshares, Inc. announced the appointment of Barry Luciani as Executive Vice President and Chief Retail Banking Officer (CRBO) effective April 29, 2025.
📋 Key Facts
- Barry Luciani appointed as EVP and CRBO on April 29, 2025.
- Luciani previously served as SVP – Director of Retail Banking at Farmers & Merchants Bank since October 2020.
- Annual base salary for the new role is $190,000 plus participation in the Bank's bonus program.
- No related-party transactions involving Mr. Luciani have occurred or are proposed for fiscal year 2025.
Farmers and Merchants Bancshares, Inc. reported the results of its annual meeting of stockholders held on April 29, 2025. The meeting included the election of two directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual meeting of stockholders held on April 29, 2025.
- Proposal 1: Election of Steven W. Eline to the Board of Directors (term expiring 2029) received 1,735,829 votes 'For'.
- Proposal 1: Election of Bruce L. Schindler to the Board of Directors (term expiring 2029) received 1,718,457 votes 'For'.
- Proposal 2: Ratification of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2025 passed with 2,069,050 votes 'For'.
Farmers and Merchants Bancshares, Inc. announced the retirement of its CFO, Mark C. Krebs, effective June 30, 2025, and the appointment of Paul B. Susie as his successor.
🚩 Red Flags
- Executive turnover: The departure of a CFO is a standard but significant event for micro-cap/small-cap banks, requiring transition monitoring.
📋 Key Facts
- Mark C. Krebs will retire as Treasurer and CFO on June 30, 2025.
- Paul B. Susie has been named as the successor to the CFO position.
- Paul B. Susie currently serves as Senior Vice President – Chief Accounting Officer of the Bank (since Dec 2, 2024).
- The company also issued a press release regarding Q1 2025 financial results under Item 2.02.
Farmers and Merchants Bancshares, Inc. filed an 8-K to furnish its financial results for the three- and twelve-month periods ended December 31, 2024.
📋 Key Facts
- The filing is a standard earnings release under Item 2.02.
- Reporting period covers the three- and twelve-month periods ending December 31, 2024.
- Press release issued on February 10, 2025, is furnished as Exhibit 99.1.
Farmers and Merchants Bancshares, Inc. announced a cash dividend declaration of $0.34 per share. The dividend is payable on December 17, 2024, to shareholders of record as of December 3, 2024.
📋 Key Facts
- Dividend amount: $0.34 per share in cash.
- Record date: December 3, 2024.
- Payment date: December 17, 2024.
Farmers and Merchants Bancshares, Inc. filed an 8-K to furnish its quarterly earnings press release for the three- and nine-month periods ended September 30, 2024.
📋 Key Facts
- The filing is a routine disclosure of financial results (Item 2.02).
- Reporting period covers the three-month and nine-month periods ending September 30, 2024.
- The company issued a press release on October 22, 2024, as Exhibit 99.1.
Farmers and Merchants Bancshares, Inc. announced the retirement of Christopher T. Oswald from his dual roles as Senior Vice President of the Company and Executive Vice President - Chief Operations Officer of its bank subsidiary.
📋 Key Facts
- Christopher T. Oswald retired on August 19, 2024.
- Oswald held the position of Senior Vice President at the parent company level.
- Oswald served as Executive Vice President - Chief Operations Officer for Farmers and Merchants Bank (the subsidiary).
Farmers and Merchants Bancshares, Inc. has adopted a shareholder rights plan (commonly known as a 'poison pill') to prevent hostile takeovers. The plan triggers significant dilution for any entity acquiring 11% or more of the company's common stock without Board approval.
🚩 Red Flags
- Implementation of a poison pill often suggests management is anticipating a hostile takeover bid or an activist investor intervention.
📋 Key Facts
- Board adopted a stockholder rights plan on July 30, 2024.
- Record date for issuing Rights is August 12, 2024.
- Triggering Percentage (Acquiring Person threshold) is set at 11%.
- The 'Flip-In' provision allows holders to purchase shares at a significant discount if an acquiring person reaches the 11% threshold.
- The plan includes a 'Flip-Over' provision protecting shareholders in the event of a merger or asset sale following a takeover attempt.
Farmers and Merchants Bancshares, Inc. filed an 8-K to furnish its quarterly financial results for the three- and six-month periods ended June 30, 2024.
📋 Key Facts
- The filing reports on financial results for the period ending June 30, 2024.
- The company issued a press release (Exhibit 99.1) containing the earnings data.
- Report filed on July 22, 2024.
The Board of Directors declared a cash dividend of $0.33 per share on the company's common stock.
📋 Key Facts
- Dividend amount: $0.33 per share in cash.
- Record date: June 3, 2024.
- Payment date: June 21, 2024.
Farmers and Merchants Bancshares, Inc. reported the voting results from its annual meeting of stockholders held on April 23, 2024. The filing confirms the election of four directors, approval of executive compensation (Say-on-Pay), and ratification of the company's independent auditor.
📋 Key Facts
- Annual meeting held on April 23, 2024.
- Four nominees elected to the Board: James R. Bosley, Jr., Ronald W. Hux, Emily B. Miller, and Robert G. Pollokoff.
- Say-on-Pay advisory resolution (Proposal 2) was approved by stockholders.
- Stockholders recommended a frequency of every 2 years for future Say-on-Pay votes; the Board adopted this recommendation.
- Ratification of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2024 was approved.
Farmers and Merchants Bancshares, Inc. filed an 8-K to announce its quarterly financial results for the period ended March 31, 2024 and to provide notice regarding upcoming management presentations at the Annual Meeting of Stockholders.
📋 Key Facts
- The company issued a press release on April 23, 2024, detailing financial results for the three-month period ended March 31, 2024.
- Management will present performance trends for FY2023 and Q1 2024 at the Annual Meeting of Stockholders.
- Financial data and presentations are made available via the company's investor relations website.
Farmers and Merchants Bancshares, Inc. filed an 8-K to furnish its financial results for the three- and twelve-month periods ended December 31, 2023.
📋 Key Facts
- The filing reports on financial results for the periods ending December 31, 2023.
- A press release containing the financial results was issued on January 31, 2024.
- The report is filed under Item 2.02 (Results of Operations and Financial Condition).