Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 21, 2023

(Date of earliest event reported)

Farmers & Merchants Bancorp

(Exact name of registrant as specified in its charter)

Delaware	000-26099	94-3327828
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 West Pine Street, Lodi, California 95240

(Address of principal executive offices) (Zip Code)

(209) 367-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure

Farmers & Merchants Bancorp (“FMCB”) plans to present the information in the presentation slides attached hereto as Exhibit 99.1 at the OTC Markets Financial Services Virtual Investor Conference on Thursday, September 21st at 11:30 a.m. Eastern Time.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibit:

99.1

Investor Presentation dated September 21, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FARMERS & MERCHANTS BANCORP

	By	/s/ Bart R. Olson


		Bart R. Olson
		Executive Vice President
		& Chief Financial Officer

Date: September 21, 2023

Exhibit 99.1

OTC Markets Financial Services Virtual Investor Conference (OTCQX: FMCB) September 21, 2023

(FMCB) Forward-Looking Statements This presentation may contain certain forward-looking statements that are based on management's current expectations regarding the Company’s financial performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements in this presentation include, without limitation, statements regarding loan and deposit production (including any growth representations), balance sheet management, levels of net interest margin, the ability to control costs and expenses, the competitive environment, financial and regulatory policies of the United States government, water management issues in California and general economic conditions, inflation, recessions, natural disasters, economic uncertainty in the United States, changes in interest rates, deposit flows, real estate values, costs or effects of acquisitions, competition, changes in accounting principles, policies or guidelines, legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting the Company's operations, pricing, products and services and other factors affecting the banking industry. These and other important factors are detailed in the Company’s Form 10-K, Form 10-Qs, and various other securities law filings made periodically by the Company, copies of which are available from the Company’s website. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law. 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) With you today 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. Kent Steinwert – Chairman, President and Chief Executive Officer Bart Olson – Executive Vice President and Chief Financial Officer

(FMCB) Our Story 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. Founded in 1916, F&M Bank is a locally owned and operated community bank with $5.3 billion in assets Headquartered in Lodi, California serving Central California through 32 convenient locations with a team of 370 employees Offers a full complement of loan, deposit, equipment leasing and treasury management products to businesses, as well as a full suite of consumer banking products In 2013, expanded into the San Francisco East Bay Expertise in Ag lending for over 100 years Uniquely located in a premier agricultural region of California which is the 5th largest economy in the world

(FMCB) Recent Recognition 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. #1 Bank in the U.S. for 2022 across all asset sizes – Bank Director Magazine #1 Bank for 2022 with assets of $5.0 to $10.0 billion – Bank Director Magazine #1 Community Bank in California for 2021 by Newsweek Magazine Ranked #4 “Dividend King” based on expected returns over the next 5 years in August 2023 by Sure Dividend #14 Agricultural lender in the country as of March 31, 2023 In 2021, inducted into the “Ag Hall of Fame”

(FMCB) Our Expertise in Agriculture 14th largest Ag lender in the US as of 3/31/23 Uniquely located in the premier agricultural region of the Central Valley from a climate, soil and water perspective Ag lender for over 100 years Diversified Ag portfolio Ag related lending is $1.02 billion or 29.18% of our loan portfolio as of 6/30/23 Ag related deposits of $330.3 million or 7.12% of deposits as of 6/30/23 Strong credit culture Net charge-offs totaled $613 thousand over the last 10 years from 2013 to 2022 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Strong Credit Quality 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. Net recoveries of $2.9 million over the last 10 years Net charge-offs of $179 thousand in 2022 and net recoveries of $(227) thousand year-to-date as of 6/30/23 Non-performing loans of $375 thousand as of 6/30/23 Adopted CECL on January 1, 2022 – no impact Allowance for Credit Losses (ACL) on loans of $71.1 million or 2.03% as of 6/30/23 Experienced lenders, strong and disciplined credit culture

(FMCB) Shareholder Returns Average annual total shareholders return of 13.4% over the last 26 years Annual cash dividend growth rate of 9.23% over the last 26 years Reduced the number of outstanding shares by 4.86% since 12/31/2019 Ranked 15th out of 50 public companies to be considered a “Dividend King”; requires 50+ years of consecutive dividends; have delivered 88 years of consecutive dividends and 58 years of continuous increases 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved.

(FMCB) Continuing High Performance in 2023 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. Record first half net income of $44.9 million Net income of $84.4 million over trailing 12 months as of June 30, 2023 Net interest margin of 4.40%; cost of total deposits of 0.53% Loan growth in 2Q23 of $64.6 million or 1.88% compared to 1Q23 Deposit growth in 2Q23 of $99.2 million or 2.18% compared to 1Q23 Strong liquidity position $587.0 million in cash (11% of assets) as of June 30, 2023 No borrowings or brokered deposits $1.9 billion in borrowing capacity as of July 31, 2023 Loan to deposit ratio of 75.5% as of June 30, 2023 Year-to-date return on average assets of 1.73% as of June 30, 2023 Year-to-date return on average equity of 17.75% as of June 30, 2023

(FMCB) Why Invest in FMCB 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. Consistent earnings growth and superior shareholder returns History of 88 consecutive years of dividends with 58 years of increases Unique expertise in Ag lending results in a more diversified loan portfolio resulting in a lower CRE concentration Geographically located in a premier location of the Central Valley and Bay Area of California Seasoned management team with deep and diverse banking experience Highly efficient branch network with premier locations Strong and disciplined credit culture Well-positioned, diversified and strong balance sheet

(FMCB) Contact Information Kent Steinwert Chairman, President & Chief Executive Officer 209-367-2388 Bart Olson Chief Financial Officer 10 ©2023 Farmers & Merchants Bank of Central California. All Rights Reserved. 209-367-2485 bolson@fmbonline.com

Document and Entity Information	Sep. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 21, 2023
Entity File Number	000-26099
Entity Registrant Name	Farmers & Merchants Bancorp
Entity Central Index Key	0001085913
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3327828
Entity Address, Address Line One	111 West Pine Street
Entity Address, City or Town	Lodi
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95240
City Area Code	209
Local Phone Number	367-2300
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false