FMFG Amends Q1 2025 10-Q to Correct Omissions, Add Certifications

TL;DR

**FMFG's 10-Q/A is a procedural fix, not a financial bombshell; it's a non-event for traders.**

AI Summary

Farmers & Merchants Bancshares, Inc. (FMFG) filed an Amendment No. 1 on Form 10-Q/A on August 12, 2025, to its original Form 10-Q for the quarter ended March 31, 2025. This amendment was specifically filed to include information required by Item 3 and Item 4 of Part I, which were inadvertently omitted from the initial May 15, 2025 filing. Additionally, new certifications from the Company's principal executive officer and principal financial officer were filed as Exhibits 31.1, 31.2, and 32.1, amending Item 6 of Part II of the Original Report. The filing explicitly states that the disclosures contained in this amendment speak as of the date of the Original Report, May 15, 2025, and have not been updated to reflect a later date. No specific dollar amounts for revenue or net income, or percentages for business changes, were provided in this amendment, as its scope was limited to correcting omissions and adding certifications.

Why It Matters

This 10-Q/A filing is crucial for investors as it rectifies an oversight in Farmers & Merchants Bancshares, Inc.'s initial Q1 2025 report, ensuring compliance with SEC regulations by including previously omitted Item 3 and Item 4 information. For employees and customers, it signals the company's commitment to transparent and accurate financial reporting, fostering trust. In a competitive banking landscape, timely and accurate disclosures are paramount, as any perceived lack of transparency could erode investor confidence and potentially impact FMFG's market standing compared to peers.

Risk Assessment

Risk Level: low — The risk level is low because this 10-Q/A is purely an amendment to include inadvertently omitted information and new certifications, as stated in the filing. It does not introduce new financial data, operational changes, or unforeseen liabilities, but rather corrects a procedural error in the original May 15, 2025 filing.

Analyst Insight

Investors should view this 10-Q/A as a routine compliance update rather than a signal for immediate action. The amendment does not alter the underlying financial performance or outlook for Farmers & Merchants Bancshares, Inc. Investors should refer to the original 10-Q and subsequent filings for substantive financial analysis.

Key Numbers

• 000-55756 — Commission file number (identifies FMFG's SEC filing record)
• 81-3605835 — IRS Employer Identification No. (identifies FMFG for tax purposes)
• 410-374-1510 — Business Phone (contact number for FMFG)

Key Players & Entities

• Farmers & Merchants Bancshares, Inc. (company) — registrant filing the 10-Q/A
• SEC (regulator) — recipient of the filing
• May 15, 2025 (date) — date of the Original Report filing
• March 31, 2025 (date) — end of the quarter reported
• August 12, 2025 (date) — date of the 10-Q/A filing
• Rule 12b-15 (regulatory) — rule governing the filing of amendments
• principal executive officer (person) — officer providing new certification
• principal financial officer (person) — officer providing new certification

FAQ

Industry Context

Farmers & Merchants Bancshares, Inc. operates within the savings institutions sector, specifically as a savings institution not federally chartered. This industry is characterized by its focus on deposit-taking and lending activities, often serving local communities. The sector is subject to significant regulatory oversight and is influenced by interest rate environments and economic conditions.

Regulatory Implications

The filing of an amendment (10-Q/A) highlights the importance of accurate and complete disclosures to the SEC. Omissions, even if inadvertent, require prompt correction. The inclusion of new certifications from principal officers underscores the ongoing compliance requirements and executive accountability mandated by securities regulations.

What Investors Should Do

1. Review the specific omissions in Items 3 and 4 of Part I.
2. Note the filing date of the amendment (August 12, 2025) relative to the original filing (May 15, 2025).

Key Dates

• 2025-05-15: Original Form 10-Q for Q1 2025 filed — This was the initial filing for the first quarter of 2025, which was later amended.
• 2025-08-12: Amendment No. 1 on Form 10-Q/A filed — This amendment corrected omissions in Items 3 and 4 of Part I and added new executive certifications, but did not update disclosures to a later date.

Glossary

10-Q/A

An amended Quarterly Report filed with the SEC, used to correct or supplement information previously filed in a Form 10-Q. (This filing is an amendment to the original 10-Q for FMFG, indicating corrections were made.)

Item 3 and Item 4 of Part I

Specific sections within a Form 10-Q that typically cover Properties and Legal Proceedings, respectively. (These items were inadvertently omitted from the original filing and were included in the amendment.)

Exhibits 31.1, 31.2, and 32.1

These exhibits typically contain certifications from the principal executive officer and principal financial officer regarding the accuracy and completeness of the SEC filing. (New certifications were filed with this amendment, indicating a procedural update related to executive accountability.)

Year-Over-Year Comparison

This filing is an amendment to the Q1 2025 10-Q, not a comparison to a prior year's filing. The amendment itself does not provide updated financial metrics or changes in business performance. Its purpose was solely to correct omissions and add certifications, with all disclosures speaking as of the original May 15, 2025 filing date.

Filing Documents

• fmfg20250331_10qa.htm (10-Q/A) — 35KB
• ex_850846.htm (EX-31.1) — 11KB
• ex_850847.htm (EX-31.2) — 11KB
• ex_850848.htm (EX-32) — 5KB
• 0001437749-25-026247.txt ( ) — 234KB
• fmfg-20250331.xsd (EX-101.SCH) — 5KB
• fmfg-20250331_def.xml (EX-101.DEF) — 13KB
• fmfg-20250331_lab.xml (EX-101.LAB) — 29KB
• fmfg-20250331_pre.xml (EX-101.PRE) — 14KB
• fmfg20250331_10qa_htm.xml (XML) — 5KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk Farmers and Merchants Bancshares, Inc. is a "smaller reporting company" as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, is not required to include the information required by this item.

Controls and Procedures

Item 4. Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including Farmers and Merchants Bancshares, Inc.'s principal executive officer ("PEO") and the principal financial officer ("PFO"), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. An evaluation of the effectiveness of these disclosure controls as of March 31, 2025 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, management, including the PEO and the PFO, has concluded that our disclosure contr

– OTHER INFORMATION

PART II – OTHER INFORMATION

Exhibits

Item 6. Exhibits The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index: Exhibit Description 31.1 Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 31.2 Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) 32 Certification of the Principal Executive Officer and the Principal Financial Office pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith) 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T* 104 The cover page of Farmers and Merchants Bancshares, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith). * Filed with the Original Report - 3 -

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 thereunto duly authorized. FARMERS AND MERCHANTS BANCSHARES, INC. Date: August 12, 2025 /s/ Gary A. Harris Gary A. Harris Chief Executive Officer (Principal Executive Officer) Date August 12, 2025 /s/ Paul B. Susie Paul B. Susie Treasurer and Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) - 4 -

View Full Filing

View this 10-Q/A filing on SEC EDGAR