Farmers & Merchants Bancorp Enters Material Definitive Agreement

TL;DR

FMBX signed a big deal, details TBD.

AI Summary

On October 3, 2024, Farmers & Merchants Bancorp entered into a material definitive agreement. The company, headquartered in Lodi, California, filed this 8-K report on October 8, 2024, detailing this significant event. No specific details of the agreement or financial implications were disclosed in the provided text.

Why It Matters

This filing indicates a significant new contract or partnership for Farmers & Merchants Bancorp, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks depending on the nature and terms of the agreement, which are not yet disclosed.

Key Players & Entities

• Farmers & Merchants Bancorp (company) — Registrant
• October 3, 2024 (date) — Date of Earliest Event Reported
• October 8, 2024 (date) — Date of Report
• Lodi, California (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $965 — age Price (VWAP) of the Common Stock of $965.50, as of the market close on October 2
• $917.22 — October 2, 2024, discounted by 5.0% to $917.22 to reflect a negotiated block discount
• $34,845,187 — d by the Company to the Stockholder was $34,845,187.80, less a tax reimbursement of $348,45
• $348,451 — 845,187.80, less a tax reimbursement of $348,451.88, for a net Purchase Amount (as such
• $34,496,735.92 — ned in the Stock Purchase Agreement) of $34,496,735.92. The Purchase Amount was paid by the Co
• $55.0 million — Plan, the Company may repurchase up to $55.0 million of the Company's outstanding Common Sto
• $20.0 million — nsaction, the Company has approximately $20.0 million available for future stock repurchases

Filing Documents

• ef20036803_8k.htm (8-K) — 37KB
• ef20036803_ex1-1.htm (EX-1.1) — 86KB
• 0001140361-24-043159.txt ( ) — 263KB
• fmcb-20241003.xsd (EX-101.SCH) — 4KB
• fmcb-20241003_lab.xml (EX-101.LAB) — 20KB
• fmcb-20241003_pre.xml (EX-101.PRE) — 14KB
• ef20036803_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 3, 2024, Farmers and Merchants Bancorp (the " Company ") entered into a Stock Purchase Agreement (the " Stock Purchase Agreement ") with and among The Sheila M. Wishek Living Trust, a trust formed and existing under the laws of the State of California (the " Stockholder "), and Verna Shaheen, an individual residing in the city of San Francisco, the Company owned by the Stockholder (the " Trust Shares ") at a per share price calculated based on the one-month (30 days) Volume Weighted Average Price (VWAP) of the Common Stock of $965.50, as of the market close on October 2, 2024, discounted by 5.0% to $917.22 to reflect a negotiated block discount given the low volume of shares of the Common Stock typically traded as reported on the OTCQX in comparison to the number of shares being transacted (the " Per Share Price "), and otherwise on the terms and subject to the conditions set forth in the Stock Purchase Agreement. Ms. Wishek, the grantor of such trust, was deceased on January 12, 2024. The closing of the purchase by the Company of the Trust Shares occurred contemporaneously with the execution and delivery of the Stock Purchase Agreement on October 3, 2024, and the consideration paid by the Company to the Stockholder was $34,845,187.80, less a tax reimbursement of $348,451.88, for a net Purchase Amount (as such term is defined in the Stock Purchase Agreement) of $34,496,735.92. The Purchase Amount was paid by the Company in cash by wire transfer of immediately available funds to the Stockholder. This transaction represented the repurchase of 5.15% of the Company's outstanding shares of Common Stock. The Company's total shares of Common Stock outstanding were reduce

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 1.1 Stock Purchase Agreement, dated as of October 3, 2024, among the Company, The Sheila M. Wishek Living Trust, a trust formed and existing under the laws of the 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: October 8, 2024 FARMERS & MERCHANTS BANCORP By: /s/ Bart R. Olson Bart R. Olson Executive Vice President & Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description 1.1 Stock Purchase Agreement, dated as of October 3, 2024, among the Company, The Sheila M. Wishek Living Trust, a trust formed and existing under the laws of the

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View this 8-K filing on SEC EDGAR