Farmers & Merchants Bancshares Files 8-K

TL;DR

FMBK filed an 8-K on 7/30, looks like a material agreement and changes for shareholders.

AI Summary

On July 30, 2024, Farmers & Merchants Bancshares, Inc. filed an 8-K report detailing a material definitive agreement. The filing indicates modifications to the rights of security holders and other events, along with financial statements and exhibits. The company is incorporated in Maryland and its principal executive offices are located in Hampstead, MD.

Why It Matters

This 8-K filing signals significant corporate actions or agreements that could impact the rights of Farmers & Merchants Bancshares' security holders and potentially its financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes and potential risks for investors.

Key Numbers

• 000-55756 — SEC File Number (Identifies the company's filing with the SEC.)
• 81-3605835 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Farmers & Merchants Bancshares, Inc. (company) — Registrant
• July 30, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation
• Hampstead, Maryland (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $95.00 — ck, at a price equal to the quotient of $95.00 divided by 10,000 for each Unit of a sh
• $0.001 — n whole, but not in part, at a price of $0.001 per Right (subject to certain adjustmen

Filing Documents

• fmfg20240729_8k.htm (8-K) — 45KB
• ex_705092.htm (EX-4.1) — 378KB
• ex_705093.htm (EX-99.1) — 14KB
• fmfg.jpg (GRAPHIC) — 9KB
• 0001437749-24-023928.txt ( ) — 651KB
• fmfg-20240730.xsd (EX-101.SCH) — 3KB
• fmfg-20240730_def.xml (EX-101.DEF) — 10KB
• fmfg-20240730_lab.xml (EX-101.LAB) — 14KB
• fmfg-20240730_pre.xml (EX-101.PRE) — 11KB
• fmfg20240729_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 30, 2024, the Board of Directors (the "Board") of Farmers and Merchants Bancshares, Inc., a Maryland corporation (the "Company"), adopted a stockholder rights plan pursuant to which it will issue to the record holders of its common stock, par value $.01 per share (the "Common Stock"), one right (a "Right") in respect of each share of Common Stock held by such holders as of the close of business on August 12, 2024 (the "Record Date"). The terms of the Rights are set forth in the Rights Agreement, dated as of July 30, 2024 (as it may be amended from time to time, the "Rights Agreement"), by and between the Company and Equiniti Trust Company, LLC, as rights agent (or any successor rights agent, the "Rights Agent"). In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company or certain related persons) that is or becomes the beneficial owner of 11% (the "Triggering Percentage") or more of the outstanding shares of Common Stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an "Acquiring Person." Any Rights held by an Acquiring Person will be null and void and may not be exercised. Stockholders that beneficially own the Triggering Percentage or more of the outstanding shares of Common Stock on the date the plan is adopted, are not considered Acquiring Persons; however, such stockholders generally may not acquire, or obtain the right to acquire, beneficial ownership of one or more additional shares of the Common Stock. The term "beneficial ownership" is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements. A summary of the terms of the Rights Agreement follows: The Rights . Each Right initially entitles the registered holder, subj

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 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

01 Other Events

Item 8.01 Other Events. On July 30, 2024, the Company issued a press release announcing the adoption of the Rights Agreement and the issuance of the Rights. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 4.1 Rights Agreement, dated as of July 30, 2024, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (filed herewith) 99.1 Press Release of Farmers and Merchants Bancshares, Inc., dated July 30, 2024 (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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. FARMERS AND MERCHANTS BANCSHARES, INC. Date: July 30, 2024 By: /s/ Gary A. Harris Gary A. Harris President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR