F&M Bank Corp Files 8-K on Material Agreement & Financials
Ticker: FMBM · Form: 8-K · Filed: Oct 29, 2025 · CIK: 740806
| Field | Detail |
|---|---|
| Company | F&M Bank Corp (FMBM) |
| Form Type | 8-K |
| Filed Date | Oct 29, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $10.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-condition, financial-obligation
TL;DR
F&M Bank Corp filed an 8-K detailing a new material agreement and financial updates.
AI Summary
F&M Bank Corp filed an 8-K on October 29, 2025, reporting on events that occurred on October 24, 2025. The filing indicates the entry into a material definitive agreement, results of operations and financial condition, and the creation of a direct financial obligation. Specific details regarding the agreement or obligation are not provided in this excerpt.
Why It Matters
This 8-K filing signals significant corporate actions by F&M Bank Corp, potentially impacting its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which could introduce new risks or opportunities for the company.
Key Players & Entities
- F&M Bank Corp (company) — Registrant
- October 24, 2025 (date) — Earliest event reported
- October 29, 2025 (date) — Date of report
- Virginia (location) — State of incorporation
FAQ
What is the nature of the material definitive agreement entered into by F&M Bank Corp?
The provided excerpt does not specify the details of the material definitive agreement.
What specific financial results or conditions are being reported by F&M Bank Corp?
The excerpt mentions 'Results of Operations and Financial Condition' but does not provide specific financial figures or details.
What is the direct financial obligation or off-balance sheet arrangement created by F&M Bank Corp?
The filing indicates the creation of a direct financial obligation, but the specifics are not detailed in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on October 24, 2025.
What is F&M Bank Corp's principal executive office address and phone number?
F&M Bank Corp's principal executive offices are located at P.O. Box 1111, Timberville, Virginia 22853, and their phone number is (540) 896-8941.
Filing Stats: 1,072 words · 4 min read · ~4 pages · Grade level 11.3 · Accepted 2025-10-29 16:00:47
Key Financial Figures
- $10.0 million — nt to which the Company issued and sold $10.0 million in aggregate principal amount of 7.55%
Filing Documents
- fmbm_8k.htm (8-K) — 30KB
- fmbm_ex41.htm (EX-4.1) — 158KB
- fmbm_ex101.htm (EX-10.1) — 146KB
- fmbm_ex991.htm (EX-99.1) — 284KB
- fmbm_ex991img1.jpg (GRAPHIC) — 6KB
- 0001654954-25-012322.txt ( ) — 816KB
- fmbm-20251024.xsd (EX-101.SCH) — 5KB
- fmbm-20251024_lab.xml (EX-101.LAB) — 12KB
- fmbm-20251024_cal.xml (EX-101.CAL) — 1KB
- fmbm-20251024_pre.xml (EX-101.PRE) — 8KB
- fmbm-20251024_def.xml (EX-101.DEF) — 2KB
- fmbm_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On October 24, 2025, F & M Bank Corp. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") pursuant to which the Company issued and sold $10.0 million in aggregate principal amount of 7.55% fixed to floating rate subordinated notes due November 1, 2035 (the "Notes"). The Notes will initially bear interest at 7.55% per annum, beginning May 1, 2026 to but excluding November 1, 2030, payable semi-annually in arrears. From and including November 1, 2030 to but excluding November 1, 2035, or up to an early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate plus 424.5 basis points, payable quarterly in arrears. Beginning on November 1, 2030 through maturity, the Notes may be redeemed, at the Company's option, on any scheduled interest payment date. The Notes will mature on November 1, 2035. The Purchase Agreement contains certain customary representations, warranties and covenants. If certain events of default occur, such as the bankruptcy of the Company, the principal amount of the Notes will become and be immediately due and payable without any declaration or other act on the part of the holder of a Note. The Notes will be unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company's existing and future senior indebtedness. The Notes are not convertible into common stock or preferred stock, and are not callable by the holders. The Notes have been structured to qualify as Tier 2 capital under regulatory guidelines for bank holding companies. The Company intends to use the proceeds from the sale of the Notes to redeem the Company's existing subordinated debt and for such other general corporate purposes as the Company may determine. The Notes were offered and sold in reliance on the exemptions from registration provided b
02 Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition. On October 28, 2025, the Company issued a press release announcing results for the quarter and nine months ended September 30, 2025, and its quarterly dividend. A copy of the press release is attached as Exhibit 99.1. The information in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. ( d ) Exhibits. Exhibit No. Description 4.1 Form of Subordinated Note 10.1 Form of Subordinated Note Purchase Agreement 99.1 Press release dated October 28, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Caution Regarding Forward-Looking Statements Certain information contained in this report may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to the Company's intended use of proceeds from the sale of its 7.55% fixed to floating rate subordinated notes due November 1, 2035, and are generally identified by phrases such as "the Company intends," or words of similar import. Although the Company believes that its expectations with respect to such forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to update these statements following the date of this report. 2
SIGNATURES
SIGNATURES 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. F & M Bank Corp. Date: October 29, 2025 By: /S/ Lisa F. Campbell Lisa F. Campbell Executive Vice President and Chief Financial Officer 3