Farmers & Merchants Bancshares Enters Material Agreement

TL;DR

FMBH just signed a big deal and took on new debt. Details in the 8-K.

AI Summary

On September 25, 2025, Farmers & Merchants Bancshares, Inc. filed an 8-K report detailing the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant new financial commitments or partnerships for Farmers & Merchants Bancshares, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and entry into a material definitive agreement suggests potential new risks and financial commitments for the company.

Key Players & Entities

• Farmers & Merchants Bancshares, Inc. (company) — Registrant
• September 25, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $12,500,000 million — nt to which the Company issued and sold $12,500,000 million in aggregate principal amount of its 7.
• $10,019,442 — he outstanding balance of approximately $10,019,442 due under that certain Term Note, dated
• $17,000,000 — ank in the original principal amount of $17,000,000 and for general corporate purposes. The

Filing Documents

• fmfg20250925_8k.htm (8-K) — 32KB
• ex_864459.htm (EX-4.1) — 160KB
• ex_864460.htm (EX-10.1) — 172KB
• 0001437749-25-029881.txt ( ) — 555KB
• fmfg-20250925.xsd (EX-101.SCH) — 3KB
• fmfg-20250925_def.xml (EX-101.DEF) — 10KB
• fmfg-20250925_lab.xml (EX-101.LAB) — 14KB
• fmfg-20250925_pre.xml (EX-101.PRE) — 10KB
• fmfg20250925_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into Material Definitive Agreement. On September 25, 2025, Farmers and Merchants Bancshares, Inc. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") pursuant to which the Company issued and sold $12,500,000 million in aggregate principal amount of its 7.875% Fixed to Floating Rate Subordinated Notes due September 25, 2035 (the "Notes"). The Notes were issued by the Company at a price equal to 100% of their face amounts. The Company intends to use the net proceeds from the offering to repay the outstanding balance of approximately $10,019,442 due under that certain Term Note, dated as of September 30, 2020, issued by the Company to First Horizon Bank in the original principal amount of $17,000,000 and for general corporate purposes. The Purchase Agreement contains customary representations, warranties, and covenants made by the Company, on the one hand, and the several purchasers party thereto, severally and not jointly, on the other hand. The Notes have stated maturity dates of September 25, 2035 (the "Maturity Date"). From and including the original issue date of the Notes (the "Issue Date") to but excluding September 26, 2030 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on March 26 th and September 26 th of each year at a fixed interest rate of 7.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, beginning on March 26, 2026. From and including September 26, 2030, to, but excluding, the Maturity Date or the date of earlier redemption (the "Floating Rate Period"), the Company will pay interest on the Notes at a floating interest rate at the Three-Month Term SOFR (as defined in the Notes), reset quarterly, plus 458 basis points, computed on the basis of a 360-day year and the actual number of days elapsed. During the Floating Rate Period, the Company will pay interest on the Notes quarterly in arrears on

03

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The exhibits furnished with this report are listed in the following Exhibit Index: Exhibit No. Description 4.1 Form of 7.875% Fixed to Floating Rate Subordinated Note Due September 25, 2035 issued by Farmers and Merchants Bancshares, Inc. (filed herewith). 10.1 Form of Subordinated Note Purchase Agreement, dated as of September 25, 2025, by and among Farmers and Merchants Bancshares, Inc. and the purchasers named therein (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Dated: September 25, 2025 By: /s/ Gary A. Harris Gary A. Harris President & CEO - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR