Farmers & Merchants Bancorp Files 8-K

TL;DR

FMB filed an 8-K on 4/5/24 for a material agreement. Keep an eye on this.

AI Summary

On April 5, 2024, Farmers & Merchants Bancorp filed an 8-K report detailing a material definitive agreement. The filing also covers modifications to security holder rights and includes financial statements and exhibits. The company is headquartered at 111 West Pine Street, Lodi, California.

Why It Matters

This 8-K filing indicates significant corporate actions or agreements by Farmers & Merchants Bancorp, which could impact its financial standing and shareholder value.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for a material definitive agreement and does not inherently suggest immediate financial distress or unusual risk.

Key Numbers

• 000-26099 — SEC File Number (Identifies the company's filing with the SEC.)
• 94-3327828 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FARMERS & MERCHANTS BANCORP (company) — Registrant
• April 5, 2024 (date) — Date of Report
• 111 West Pine Street, Lodi, California 95240 (address) — Principal executive offices
• 209-367-2300 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1,600 — er unit under the Rights Agreement from $1,600 per one one-hundredth of a share of Ser
• $3,900 — , no par value ("Preferred Shares"), to $3,900 per one one-hundredth of a Preferred Sh

Filing Documents

• ef20026016_8k.htm (8-K) — 35KB
• ef20026016_ex4-1.htm (EX-4.1) — 344KB
• 0001140361-24-018230.txt ( ) — 573KB
• fmcb-20240405.xsd (EX-101.SCH) — 4KB
• fmcb-20240405_lab.xml (EX-101.LAB) — 20KB
• fmcb-20240405_pre.xml (EX-101.PRE) — 14KB
• ef20026016_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 5, 2024, the Company entered into an Amended and Restated Rights Agreement (the "Amended Rights Agreement"), which amends and restates the Rights Agreement, dated as of August 5, 2008, as amended, by and between the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as the duly appointed rights agent. The Amended Rights Agreement extends the expiration date of the Company's preferred stock purchase rights (the " Rights ") from the close of business on August 5, 2025, to the close of business on August 5, 2034. At the time of the termination of the Amended Rights Agreement, all of the Rights distributed to holders of the Company's Series A Junior Participating Preferred Stock pursuant to the Amended Rights Agreement will expire. The Amended Rights Agreement also increases the purchase price per unit under the Rights Agreement from $1,600 per one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value ("Preferred Shares"), to $3,900 per one one-hundredth of a Preferred Share. The other changes reflected in the Amended Rights Agreement generally clarify the legal relationship between the Rights Agent and the Company and were made to conform the agreement to provisions that have become customary in such agreements since the Rights Agreement was originally adopted in 2008. The foregoing is a summary of the terms of the Amended Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Amended Rights Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits : The following exhibit is included with this Current Report on Form 8-K: Exhibit No. Description 4.1 Amended and Restated Rights Agreement, dated as of April 5, 2024, between the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as Rights Agent (filed herewith). 104 The Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Date: April 5, 2024 FARMERS & MERCHANTS BANCORP By: /s/ Bart R. Olson Bart R. Olson Executive Vice President & Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description 4.1 Amended and Restated Rights Agreement, dated as of April 5, 2024, between the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as Rights Agent (filed herewith). 104 The Cover Page Interactive Data File (embedded within the Inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR