Item 1. Financial Statements
Item 1.
Financial Statements (Unaudited)
FARMERS & MERCHANTS BANCORP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share and per share amounts)
September 30,
2025
December 31,
2024
ASSETS
Cash and due from banks
$
70,447
$
71,058
Interest bearing deposits with banks
102,120
141,505
Total cash and cash equivalents
172,567
212,563
Securities available-for-sale, amortized cost $ 879,082 and $ 490,992 , respectively
870,161
464,414
Securities held-to-maturity, fair value $ 604,131 and $ 610,953 , respectively
734,628
769,443
Allowance for credit losses - securities held-to-maturity
( 450
)
( 450
)
Total investment securities
1,604,339
1,233,407
Non-marketable securities
15,549
15,549
Loans and leases held for investment, net of unearned income
3,608,346
3,678,388
Allowance for credit losses - loans and leases
( 75,963
)
( 75,283
)
Loans and leases held for investment, net
3,532,383
3,603,105
Bank-owned life insurance
75,954
74,085
Premises and equipment, net
54,369
51,367
Deferred income tax assets and income taxes receivable
28,224
36,729
Accrued interest receivable
31,505
30,152
Goodwill
11,183
11,183
Other intangibles
1,295
1,687
Other real estate owned
873
873
Other assets
101,626
99,496
Total Assets
$
5,629,867
$
5,370,196
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing
$
1,581,097
$
1,518,267
Interest bearing:
Demand
797,507
882,123
Savings and money market
1,757,896
1,583,202
Certificates of deposit
748,514
715,547
Total interest bearing
3,303,917
3,180,872
Total deposits
4,885,014
4,699,139
Subordinated debentures
10,310
10,310
Interest payable and other liabilities
89,291
87,675
Total Liabilities
4,984,615
4,797,124
COMMITMENTS AND CONTINGENCIES (Note 12)
SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 1,000,000 shares authorized and none issued or outstanding
-
-
Common shares, $ 0.01 par value, 7,500,000 authorized, 726,294 and 699,798 issued and 721,411 and 699,798 outstanding at September 30, 2025 and December 31, 2024, respectively
7
7
Additional paid-in capital
8,201
-
Retained earnings
648,916
592,431
Accumulated other comprehensive loss, net of taxes
( 6,942
)
( 19,366
)
Treasury stock, at cost; 4,883 shares at September 30, 2025 and 0 shares at December 31, 2024
( 4,930
)
-
TOTAL SHAREHOLDERS’ EQUITY
645,252
573,072
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
5,629,867
$
5,370,196
See accompanying notes to the unaudited consolidated financial statements.
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Table of Contents
FARMERS & MERCHANTS BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands, except share and per share amounts)
2025
2024
2025
2024
Interest income
Interest and fees on loans and leases
$
55,185
$
56,698
$
164,059
$
168,296
Interest and dividends on investment securities
12,343
8,044
33,841
22,171
Interest on deposits with others
3,064
3,893
9,891
14,640
Total interest income
70,592
68,635
207,791
205,107
Interest expense
Deposits
14,981
16,421
44,785
48,972
Borrowed funds
-
-
-
986
Subordinated debentures
194
221
580
662
Total interest expense
15,175
16,642
45,365
50,620
Net interest income
55,417
51,993
162,426
154,487
Provision for credit losses
700
-
2,400
-
Net interest income after provision for credit losses
54,717
51,993
160,026
154,487
Non-interest income
Card processing
1,780
1,777
5,236
5,170
Service charges on deposit accounts
779
794
2,295
2,291
Increase in cash surrender value of BOLI
639
606
1,869
1,803
Net gain on sale of securities available-for-sale
-
743
-
743
Net gain on deferred compensation benefits
1,200
1,277
2,797
2,849
Other
2,469
1,083
5,210
3,266
Total non-interest income
6,867
6,280
17,407
16,122
Non-interest expense
Salaries and employee benefits
18,912
19,049
54,488
54,551
Data processing
1,764
1,513
5,186
4,503
Occupancy
1,259
1,318
3,854
3,793
Deposit insurance
719
705
2,217
2,119
Professional services
786
968
2,402
2,130
Marketing
478
504
1,397
1,546
Net gain on deferred compensation benefits
1,200
1,277
2,797
2,849
Other
3,830
2,421
8,767
7,207
Total non-interest expense
28,948
27,755
81,108
78,698
INCOME BEFORE INCOME TAXES
32,636
30,518
96,325
91,911
Income tax expense
8,918
8,397
26,543
25,300
NET INCOME
$
23,718
$
22,121
$
69,782
$
66,611
Earnings per common share:
Basic
$
34.24
$
29.96
$
100.18
$
89.91
Diluted
$
33.92
$
29.96
$
99.67
$
89.91
Weighted average number of common shares
Basic
692,727
738,421
696,572
740,898
Diluted
699,211
738,421
700,128
740,898
See accompanying notes to the unaudited consolidated financial statements.
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FARMERS & MERCHANTS BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)
2025
2024
2025
2024
Net income
$
23,718
$
22,121
$
69,782
$
66,611
Other comprehensive income
Unrealized gains on available-for-sale securities
8,722
8,769
17,657
5,074
Reclassification adjustment for gains on available-for-sale securities
-
( 743
)
-
( 743
)
Amortization of unrecognized loss on securities transferred to held-to-maturity
( 5
)
( 17
)
( 19
)
( 66
)
Net unrealized gains on securities
8,717
8,009
17,638
4,265
Income tax expense
( 2,577
)
( 2,368
)
( 5,214
)
( 1,261
)
Other comprehensive income, net of tax
6,140
5,641
12,424
3,004
Total comprehensive income
$
29,858
$
27,762
$
82,206
$
69,615
See accompanying notes to the unaudited consolidated financial statements.
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FARMERS & MERCHANTS BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
For the three and nine months ended September 30, 2025 and 2024
(Dollars in thousands, except share amounts)
Common
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)/Income
Shares
Treasury
Stock
Total
Balance as of June 30, 2025
727,722
$
7
$
5,192
$
628,793
$
( 13,082
)
( 2,355
)
$
( 2,378
)
$
618,532
Net income
-
-
-
23,718
-
-
-
23,718
Other comprehensive income, net of tax
-
-
-
-
6,140
-
-
6,140
Forfeiture of restricted stock awards
( 1,416
)
-
-
-
-
-
-
-
Stock based compensation expense
-
-
3,009
-
-
-
-
3,009
Cash dividends declared ($ 5.00 per share)
-
-
-
( 3,595
)
-
-
-
( 3,595
)
Repurchase of common stock
( 12
)
-
-
( 12
)
-
-
-
( 12
)
Adjustment common stock excise tax
-
-
-
12
-
-
-
12
Purchase of treasury stock
-
-
-
-
-
( 2,528
)
( 2,552
)
( 2,552
)
Balance as of September 30, 2025
726,294
$
7
$
8,201
$
648,916
$
( 6,942
)
( 4,883
)
$
( 4,930
)
$
645,252
Balance as of June 30, 2024
739,308
$
7
$
27,931
$
563,383
$
( 15,101
)
-
$
-
$
576,220
Net income
-
-
-
22,121
-
-
-
22,121
Other comprehensive income, net of tax
-
-
-
-
5,641
-
-
5,641
Repurchase of common stock
( 1,313
)
-
( 1,286
)
-
-
-
-
( 1,286
)
Balance as of September 30, 2024
737,995
$
7
$
26,645
$
585,504
$
( 9,460
)
-
$
-
$
602,696
(Dollars in thousands, except share amounts)
Common
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss)/Income
Shares
Treasury
Stock
Total
Balance as of December 31, 2024
699,798
$
7
$
-
$
592,431
$
( 19,366
)
-
$
-
$
573,072
Net income
-
-
-
69,782
-
-
-
69,782
Other comprehensive income, net of tax
-
-
-
-
12,424
-
-
12,424
Issuance of restricted stock awards
30,818
-
-
-
-
-
-
-
Forfeiture of restricted stock awards
( 1,416
)
-
-
-
-
-
-
-
Stock based compensation expense
-
-
8,201
-
-
-
-
8,201
Cash dividends declared ($ 14.30 per share)
-
-
-
( 10,364
)
-
-
-
( 10,364
)
Repurchase of common stock
( 2,906
)
-
-
( 2,933
)
-
-
-
( 2,933
)
Purchase of treasury stock
-
-
-
-
-
( 4,883
)
( 4,930
)
( 4,930
)
Balance as of September 30, 2025
726,294
$
7
$
8,201
$
648,916
$
( 6,942
)
( 4,883
)
$
( 4,930
)
$
645,252
Balance as of December 31, 2023
747,971
$
7
$
36,852
$
525,360
$
( 12,464
)
-
$
-
$
549,755
Cumulative change from adoption of ASU 2023-02
-
-
-
40
-
-
-
40
Net income
-
-
-
66,611
-
-
-
66,611
Other comprehensive income, net of tax
-
-
-
-
3,004
-
-
3,004
Cash dividends declared ($ 8.80 per share)
-
-
-
( 6,507
)
-
-
-
( 6,507
)
Repurchase of common stock
( 9,976
)
-
( 10,207
)
-
-
-
-
( 10,207
)
Balance as of September 30, 2024
737,995
$
7
$
26,645
$
585,504
$
( 9,460
)
-
$
-
$
602,696
See accompanying notes to the unaudited consolidated financial statements.
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FARMERS & MERCHANTS BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
(Dollars in thousands)
2025
2024
Cash flows from operating activities:
Net income
$
69,782
$
66,611
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
2,400
-
Depreciation and amortization
2,311
2,191
Net accretion of securities premiums and discounts
( 1,083
)
( 1,132
)
Stock based compensation expense
8,201
-
Increase in cash surrender value of BOLI
( 1,869
)
( 1,803
)
Decrease in deferred income taxes, net
4,010
5,829
Gain on sale of securities available-for-sale
-
( 743
)
Net changes in:
Other assets
( 3,152
)
( 3,146
)
Other liabilities
9,902
22,728
Net cash provided by operating activities
90,502
90,535
Cash flows from investing activities:
Net decrease (increase) in loans and leases held for investment
68,455
( 49,540
)
Purchase of available-for-sale securities
( 426,729
)
( 300,456
)
Purchase of held-to-maturity securities
( 8,847
)
( 3,043
)
Proceeds from sales, maturities, calls and pay downs of available-for-sale securities
39,542
87,693
Proceeds from maturities, calls and pay downs of held-to-maturity securities
43,807
40,247
Purchase of premises and equipment
( 5,348
)
( 1,413
)
Purchase of other investments
( 9,086
)
( 14,486
)
Redemption of other investments
-
5,917
Proceeds from bank-owned life insurance
-
3,281
Proceeds from sale of assets
60
-
Net cash used in investing activities
( 298,146
)
( 231,800
)
Cash flows from financing activities:
Net increase in deposits
185,875
40,587
Cash dividends paid
( 10,364
)
( 6,507
)
Net cash used in share repurchase program
( 2,933
)
( 10,207
)
Purchase of treasury stock
( 4,930
)
-
Net cash provided by financing activities
167,648
23,873
Net change in cash and cash equivalents
( 39,996
)
( 117,392
)
Cash and cash equivalents, beginning of period
212,563
410,642
Cash and cash equivalents, end of period
$
172,567
$
293,250
Supplemental disclosures of cash flow information:
Cash paid for interest
$
47,495
$
12,631
Income taxes paid
$
10,002
$
4,241
Supplemental disclosures of non-cash transactions:
Net change in unrealized losses on securities available-for-sale
$
( 17,657
)
$
( 4,331
)
See accompanying notes to the unaudited consolidated financial statements.
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1—Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated financial statements include the accounts of Farmers & Merchants Bancorp (“FMCB” or “Bancorp”), a bank holding company incorporated in the State of Delaware, and its wholly
owned subsidiary, Farmers & Merchants Bank of Central California (“F&M Bank” or the “Bank”) (collectively, the “Company”).
These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with
the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation of the financial position and results of operations for the periods presented have been included. Certain information and note disclosures have been condensed or omitted pursuant to the rules and regulations of the SEC and the
accounting standards for interim financial statements. All significant intercompany transactions and balances have been eliminated.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Various elements of the Company’s
accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified several accounting policies that, due to the judgments,
estimates and assumptions inherent in those policies, are significant to an understanding of Bank’s financial statements. These policies relate to: (i) the determination of the provision and allowance for credit losses; (ii) the valuation of
financial assets and liabilities recorded at fair value; (iii) the valuation of intangibles, such as goodwill and core deposit intangibles (“CDI”); (iv) the valuation of other real estate owned (“OREO”); and (v) the valuation or recognition of
deferred tax assets and liabilities. These policies and judgments, estimates and assumptions are described in greater detail in subsequent notes to the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies and Estimates, in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 (“2024 Form 10-K”) and Item 2 - Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates included in this Quarterly Report on Form 10-Q.
The information included in this Form 10-Q should be read in conjunction with our 2024 Form 10-K. Interim results are not necessarily indicative of results for a full year or any other interim period.
Summary of Significant Accounting Policies
Our accounting policies are described in Note 1 – Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2024 Form 10-K. As of September 30, 2025, there were no
significant changes to accounting policies from those disclosed in our audited consolidated financial statements included in our 2024 Form 10-K.
Use of estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 1—Basis of Presentation and Significant Accounting Policies—Continued
Recently Adopted Accounting Standards — The Accounting Standards Codification (“ASC”) is the FASB officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Periodically, the FASB will issue Accounting Standard Updates (“ASU”) to its ASC. Rules and interpretive releases of the SEC under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative.
In December 2023, the FASB issued ASU No. 2023-09 , “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires public business
entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative
threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative
threshold, among other things. On January 1, 2025, the Company adopted this standard with no material impact on the Company’s consolidated financial statements, and the new income tax disclosures will be required beginning with our 2025 Form 10-K.
Accounting Standards Pending Adoption — The following paragraphs provide descriptions of newly issued but not yet effective accounting standards that could have a material
effect on the Company’s financial position or results of operations.
In November 2024, the FASB issued ASU No. 2024-03, “ Income Statement – Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025,
the FASB issued ASU No. 2025-01, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in
the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Both early
adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures.
In March 2025, the FASB issued ASU No. 2025-02, “ Liabilities (Topic 405)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 ” (“ASU 2025-02”), which
communicates changes to the FASB codification, including changes to non-authoritative SEC content. The update affects SEC registrants, makes amendments to the GAAP taxonomy and is effective upon issuance. Management has evaluated the impact of the
adoption of this standard and determined there would be no material impact to the Company’s consolidated financial position or results of operations.
In July 2025, the FASB issued ASU No. 2025-05, “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ”
(“ASU 2025-05”). This ASU provides amendments that provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under
Topic 606. The amendments are effective in fiscal years beginning after December 15, 2025, and interim reporting periods within those fiscal years. The Company is evaluating adoption timing and the impact ASU 2025-05 will have on its financial
statements and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 2—Investment Securities
The amortized cost, fair values, and unrealized gains and losses of the securities available-for-sale are as follows:
Amortized
Gross Unrealized
(Dollars in thousands)
Cost
Gains
Losses
Fair Value
As of September 30, 2025
U.S. Government-sponsored securities
$
2,144
$
1
$
15
$
2,130
Mortgage-backed securities (1)
758,047
6,599
18,183
746,463
Commercial mortgage-backed obligations (1)
1,231
23
-
1,254
Collateralized mortgage obligations (1)
21,356
-
479
20,877
Municipal securities
66,465
3,021
-
69,486
Corporate securities
29,529
148
36
29,641
Other
310
-
-
310
Total available-for-sale securities
$
879,082
$
9,792
$
18,713
$
870,161
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.
Amortized
Gross Unrealized
(Dollars in thousands)
Cost
Gains
Losses
Fair Value
As of December 31, 2024
U.S. Government-sponsored securities
$
2,657
$
4
$
17
$
2,644
Mortgage-backed securities (1)
466,302
464
26,908
439,858
Commercial mortgage-backed obligations (1)
1,228
-
16
1,212
Collateralized mortgage obligations (1)
5,653
-
156
5,497
Corporate securities
14,800
56
-
14,856
Other
352
-
5
347
Total available-for-sale securities
$
490,992
$
524
$
27,102
$
464,414
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.
The book values, estimated fair values and unrecognized gains and losses of investments classified as held-to-maturity are as follows:
Amortized
Gross Unrecognized
Allowance
for Credit
(Dollars in thousands)
Cost
Gains
Losses
Fair Value
Losses
As of September 30, 2025
Mortgage-backed securities (1)
$
598,870
$
57
$
119,781
$
479,146
$
-
Collateralized mortgage obligations (1)
63,635
-
10,634
53,001
-
Municipal securities
72,123
1,071
1,210
71,984
450
Total held-to-maturity securities
$
734,628
$
1,128
$
131,625
$
604,131
$
450
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.
Amortized
Gross Unrecognized
Allowance
for Credit
(Dollars in thousands)
Cost
Gains
Losses
Fair Value
Losses
As of December 31, 2024
Mortgage-backed securities (1)
$
626,427
$
-
$
143,544
$
482,883
$
-
Collateralized mortgage obligations (1)
68,377
-
13,876
54,501
-
Municipal securities
74,639
46
1,116
73,569
450
Total held-to-maturity securities
$
769,443
$
46
$
158,536
$
610,953
$
450
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.
10
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 2—Investment Securities—Continued
The allowance for credit losses on held-to-maturity securities is a contra-asset valuation account that is deducted from the amortized cost basis of held-to-maturity securities to present the net amount expected to be collected. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal forecasts and (v) whether or not such securities are guaranteed or pre-refunded by the issuers.
Fair values are based on quoted market prices or dealer quotes. If a quoted market price or dealer quote is not available, fair value is estimated using quoted market prices for similar securities.
The following tables show the gross unrealized losses for available-for-sale securities, for which an allowance for credit losses has not been recorded, that have been in an unrealized loss position for less than 12 months or 12 months or more:
September 30, 2025
Less Than 12 Months
12 Months or More
Total
(Dollars in thousands)
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Available-for-sale securities
U.S. Government-sponsored securities
$
798
$
4
$
686
$
11
$
1,484
$
15
Mortgage-backed securities (1)
97,156
176
87,979
18,007
185,135
18,183
Collateralized mortgage obligations (1)
15,365
340
5,512
139
20,877
479
Corporate securities
4,684
36
-
-
4,684
36
Total available-for-sale securities
$
118,003
$
556
$
94,177
$
18,157
$
212,180
$
18,713
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the U.S. Government.
December 31, 2024
Less Than 12 Months
12 Months or More
Total
(Dollars in thousands)
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Fair Value
Unrealized Losses
Available-for-sale securities
U.S. Government-sponsored securities
$
600
$
1
$
888
$
16
$
1,488
$
17
Mortgage-backed securities (1)
324,202
5,772
67,319
21,136
391,521
26,908
Commerical mortgage-backed securities (1)
1,212
16
-
-
1,212
16
Collateralized mortgage obligations (1)
5,043
147
454
9
5,497
156
Corporate securities
347
5
-
-
347
5
Total available-for-sale securities
$
331,404
$
5,941
$
68,661
$
21,161
$
400,065
$
27,102
(1) All mortgage-backed securities and collateralized mortgage obligations were issued by an agency or government sponsored entity of the
U.S. Government.
11
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 2—Investment Securities—Continued
As of September 30, 2025, the Company held 320 available-for-sale securities of which 24 securities were in an unrealized loss position for less than twelve months and 109 securities were in an unrealized loss position for twelve months or more without an allowance for credit losses. Because the decline in fair value is attributable to changes in interest rates and not credit quality and because the Company does not have the intent to sell and it is likely that the Company will not be required to sell the securities prior to their anticipated recovery at maturity, it has been determined that there is no expected credit loss on these securities. Management evaluates the available-for-sale securities in an unrealized loss position, relying primarily on industry analyst reports and observations of market conditions and interest rate fluctuations.
The following tables present the activity in the allowance for credit losses for held-to-maturity securities by major type:
September 30, 2025
(Dollars in thousands)
Municipal securities
Mortgage-backed
securities
Collateralized mortgage obligations
Total
Allowance for credit losses - securities
Beginning balance
$
450
$
-
$
-
$
450
Provision for credit losses
-
-
-
-
Ending balance
$
450
$
-
$
-
$
450
December 31, 2024
(Dollars in thousands)
Municipal securities
Mortgage-backed
securities
Collateralized mortgage obligations
Total
Allowance for credit losses - securities
Beginning balance
$
450
$
-
$
-
$
450
Provision for credit losses
-
-
-
-
Ending balance
$
450
$
-
$
-
$
450
The amortized cost and estimated fair values of investment securities at September 30, 2025 by contractual final maturity are shown in the following table:
Available-for-Sale
Held-to-Maturity
(Dollars in thousands)
Amortized Cost
Fair Value
Amortized Cost
Fair Value
Securities maturing in:
One year or less
$
5,402
$
5,402
$
1,502
$
1,491
After one year through five years
26,180
26,272
22,886
22,709
After five years through ten years
21,996
22,886
20,324
19,292
After ten years
825,504
815,601
689,916
560,639
Total
$
879,082
$
870,161
$
734,628
$
604,131
Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Expected maturities of mortgage-backed and CMO securities may differ from
contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
12
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 2—Investment Securities—Continued
The Company monitors the credit quality of those held-to-maturity securities not issued by the U.S. government or one of its agencies or government sponsored entities, through the use of credit ratings. Credit ratings are reviewed and updated quarterly. Nonrated municipal investments consist primarily of bonds issued by political subdivisions such as housing authorities and reclamation districts. Nonrated municipal investments are monitored through financial covenants and review of repayment history. As of September 30, 2025, there were no past due principal or interest payments associated with held-to-maturity municipal securities. There were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10 % of shareholders’ equity.
The following tables summarize the amortized cost of held-to-maturity municipal securities by credit rating as of the dates indicated :
Held-to-Maturity
Amortized Cost
(Dollars in thousands)
AAA/AA/A
BBB/BB/B
Not Rated
Total
September 30, 2025
Municipal securities
$
18,590
$
933
$
52,600
$
72,123
Total
$
18,590
$
933
$
52,600
$
72,123
Held-to-Maturity
Amortized Cost
(Dollars in thousands)
AAA/AA/A
BBB/BB/B
Not Rated
Total
December 31, 2024
Municipal securities
$
19,022
$
403
$
55,214
$
74,639
Total
$
19,022
$
403
$
55,214
$
74,639
Proceeds from sales and calls of investment securities were as follows:
(Dollars in thousands)
Gross Proceeds
Gross Gains
Gross Losses
Nine months ended September 30, 2025
$
925
$
-
$
-
Nine months ended September 30, 2024
$
70,251
$
839
$
96
Pledged Securities
At September 30, 2025, investment securities carried at $ 688.4 million were pledged to secure public deposits, Federal Home Loan Bank (“FHLB”) borrowings, and other government agency deposits as required by law. This amount was $ 712.5 million at December 31, 2024.
13
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases
Loans and leases as of the dates indicated consisted of the following:
(Dollars in thousands)
September 30,
2025
December 31,
2024
Loans and leases held for investment, net
Real estate:
Commercial
$
1,425,598
$
1,360,841
Agricultural
710,789
751,026
Residential and home equity
404,635
404,399
Construction
170,681
194,903
Total real estate
2,711,703
2,711,169
Commercial & industrial
488,440
504,403
Agricultural
251,958
289,847
Commercial leases
165,754
179,718
Consumer and other
4,727
5,084
Total gross loans and leases
3,622,582
3,690,221
Unearned income
( 14,236
)
( 11,833
)
Total net loans and leases
3,608,346
3,678,388
Allowance for credit losses
( 75,963
)
( 75,283
)
Total loans and leases held for investment, net
$
3,532,383
$
3,603,105
At September 30, 2025, the portion of loans that were approved for pledging as collateral on borrowing lines with the FHLB and the Federal Reserve Bank (“FRB”) were $ 1.2 billion and $ 1.4 billion, respectively. The borrowing capacity on these loans was $ 805.9 million from FHLB and $ 1.1 billion from the FRB at September 30, 2025.
The following tables show an aging analysis of the loan and lease portfolio, net of unearned income, by the time past due for the periods indicated:
September 30, 2025
(Dollars in thousands)
30-89 Days
Past Due
90+ Days
Past Due
Non-accrual
Total Past
Due and
Non-accrual
Current
Total
Non-accrual with no ACL
Loans and leases held for investment, net
Real estate:
Commercial
$
7,249
$
-
$
955
$
8,204
$
1,409,788
$
1,417,992
$
955
Agricultural
-
-
-
-
710,789
710,789
-
Residential and home equity
-
134
-
134
404,501
404,635
-
Construction
-
-
-
-
170,681
170,681
-
Total real estate
7,249
134
955
8,338
2,695,759
2,704,097
955
Commercial & industrial
-
-
-
-
488,440
488,440
-
Agricultural
16
-
-
16
251,942
251,958
-
Commercial leases
1,404
-
-
1,404
157,720
159,124
-
Consumer and other
8
-
-
8
4,719
4,727
-
Total loans and leases, net
$
8,677
$
134
$
955
$
9,766
$
3,598,580
$
3,608,346
$
955
14
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
December 31, 2024
(Dollars in thousands)
30-89 Days
Past Due
90+ Days
Past Due
Non-accrual
Total Past
Due and
Non-accrual
Current
Total
Non-accrual
with no ACL
Loans and leases held for investment, net
Real estate:
Commercial
$
-
$
-
$
170
$
170
$
1,353,101
$
1,353,271
$
170
Agricultural
-
-
-
-
751,026
751,026
-
Residential and home equity
-
-
-
-
404,399
404,399
-
Construction
-
-
-
-
194,903
194,903
-
Total real estate
-
-
170
170
2,703,429
2,703,599
170
Commercial & industrial
33
-
759
792
503,611
504,403
-
Agricultural
36
-
-
36
289,811
289,847
-
Commercial leases
-
-
-
-
175,455
175,455
-
Consumer and other
5
-
-
5
5,079
5,084
-
Total loans and leases, net
$
74
$
-
$
929
$
1,003
$
3,677,385
$
3,678,388
$
170
When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest
owed to the Company. The Company’s modifications of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness
of interest and/or fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans that are substandard or non-accrual, where the maturity date was extended and/or the modified interest
rate and payment terms are not commensurate with the current market. Modifications on personal real estate loans are primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of
time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling programs that
can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers.
15
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
The following tables present the amortized cost of loans that were both experiencing financial difficulty and modified, by portfolio segment and type of modification, during the periods presented. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each portfolio segment of financing receivable is also presented below:
Three Months Ended September 30, 2025
Amortized cost associated with the following modification types:
(Dollars in thousands)
Interest rate reduction
Maturity or term extension
Principal forgiveness
Payment deferral
Multiple modification types 1
Total 2
Percentage of total loan segment
Loans and leases held for investment, net
Real estate:
Commercial
$
-
$
-
$
-
$
-
$
-
$
-
0.00
%
Agricultural
-
-
-
-
-
-
0.00
%
Residential and home equity
-
56
-
-
-
56
0.01
%
Construction
-
-
-
-
-
-
0.00
%
Total real estate
-
56
-
-
-
56
0.00
%
Commercial & industrial
-
1,973
-
-
-
1,973
0.40
%
Agricultural
-
-
-
-
-
-
0.00
%
Commercial leases
-
-
-
-
-
-
0.00
%
Consumer and other
-
-
-
-
-
-
0.00
%
Total
$
-
$
2,029
$
-
$
-
$
-
$
2,029
0.06
%
1 Includes modifications that resulted from a combination of interest rate reduction, maturity or term extension, principal forgiveness, and payment deferral modifications.
2 Unfunded lending commitments related to loans modified to borrowers experiencing financial difficulty totaled $ 0 million during the three months ended September 30, 2025.
During the three months ended September 30, 2025, the Company modified one residential first mortgage loan with a 10 -year maturity extension and re-amortization and one commercial loan with a maturity extension of 5 months.
Nine Months Ended September 30, 2025
Amortized cost associated with the following modification types:
(Dollars in thousands)
Interest rate reduction
Maturity or term extension
Principal forgiveness
Payment deferral
Multiple modification types 1
Total 2
Percentage of total loan segment
Loans and leases held for investment, net
Real estate:
Commercial
$
-
$
-
$
-
$
-
$
-
$
-
0.00
%
Agricultural
-
983
-
1,656
-
2,639
0.37
%
Residential and home equity
-
89
-
-
-
89
0.02
%
Construction
-
-
-
-
-
-
0.00
%
Total real estate
-
1,072
-
1,656
-
2,728
0.10
%
Commercial & industrial
-
1,973
-
-
-
1,973
0.40
%
Agricultural
-
43
-
-
-
43
0.02
%
Commercial leases
-
-
-
-
-
-
0.00
%
Consumer and other
-
-
-
-
-
-
0.00
%
Total
$
-
$
3,088
$
-
$
1,656
$
-
$
4,744
0.13
%
1 Includes modifications that resulted from a combination of interest rate reduction, maturity or term extension, principal forgiveness, and payment deferral modifications.
2 Unfunded lending commitments related to loans modified to borrowers experiencing financial difficulty totaled $ 0 million during the nine months ended September 30, 2025.
16
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
During the nine months ended September 30, 2025, the Company modified four agricultural real estate loans and one agricultural production loan, all related to the same agricultural borrower. Two of the loans had the contractual term extended by six months and three loans had principal and interest deferrals of six months . The Company also modified one home equity and one residential first mortgage loan with 10 -year maturity extensions and re-amortizations and one commercial loan with a maturity extension of 5 months.
The Company did not enter into any loan modifications with borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024.
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts. A payment default is defined as a loan having a payment past due 90 days or more after a modification took place.
There was one loan modified within the last twelve months for $ 176,000 that had a payment default and was charged off during the nine months ended September 30, 2025 and none during the nine months ended September 30, 2024. There were no loans modified to borrowers with financial difficulty that had a payment default subsequent to modification during the three and nine months end September 30, 2025 and 2024.
The effect of modifications made to borrowers experiencing financial difficulty is already included in the ACL because of the measurement methodologies used to estimate the ACL; therefore, a change to the ACL is
generally not recorded upon modification. If principal forgiveness is provided, that portion of the loan will be charged-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. An assessment of whether the
borrower is experiencing financial difficulty is made on the date of a modification.
The Company assigns a risk rating to all loans and leases and periodically performs detailed reviews of all such loans and leases over a certain threshold to identify credit risks and assess overall collectability. For smaller balance loans and leases, such as consumer and residential real estate, a credit grade is established at inception, and then updated only when the loan or lease becomes contractually delinquent or when the
borrower requests a modification. For larger balance loans and leases, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral
securing these loans and leases. These credit quality indicators are used to assign a risk rating to each individual loan or lease. These risk ratings can be grouped into five major categories, defined as follows:
Pass — A pass loan or lease is a strong credit with no existing or known potential weaknesses deserving of management’s close attention. This category also
includes “Watch” loans, which is a loan with an emerging weakness in either the individual credit or industry that requires additional attention. A credit may also be classified Watch if cash flows have not yet stabilized, such as in the case of a
development project.
Special mention — A special mention loan or lease has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential
weaknesses may result in deterioration of the repayment prospects for the loan or lease or in the Company’s credit position at some future date. Special mention loans and leases are not adversely classified and do not expose the Company to sufficient
risk to warrant adverse classification.
Substandard — A substandard loan or lease is not adequately protected by the current financial condition and paying capacity of the borrower or the value of the
collateral pledged, if any. Loans or leases classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
17
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
Well-defined weaknesses include a project’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project’s failure to fulfill economic
expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful — Loans or leases classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the
weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, highly questionable or improbable.
Loss — Loans or leases classified as loss are considered uncollectible. Once a loan or lease becomes delinquent and repayment becomes questionable, the Company
will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Company will estimate its probable loss and immediately charge-off some or all of the
balance.
The following tables present outstanding loan and lease balances held for investment net of unearned income by segment, credit risk rating categories, vintage year by segment of financing receivable, and current period gross charge-offs by year of origination as follows:
September 30, 2025
Term Loans and Leases Amortized Cost Basis by Origination Year
(Dollars in thousands)
2025
2024
2023
2022
2021
Prior
Revolving Loans Amortized Cost
Revolving Loans Converted to Term
Total
Net loans and leases held for investment
Real estate:
Commercial
Pass
$
142,589
$
39,281
$
115,585
$
157,726
$
195,827
$
373,009
$
256,616
$
126,059
$
1,406,692
Special mention
225
-
-
-
7,248
-
2,872
-
10,345
Substandard
-
-
-
955
-
-
-
-
955
Total Commercial
$
142,814
$
39,281
$
115,585
$
158,681
$
203,075
$
373,009
$
259,488
$
126,059
$
1,417,992
Commercial
Current-period gross charge-offs
$
-
$
-
$
-
$
175
$
-
$
-
$
-
$
-
$
175
Agricultural
Pass
$
31,645
$
24,140
$
36,128
$
63,037
$
39,299
$
180,437
$
275,808
$
48,931
$
699,425
Special mention
3,156
-
-
-
-
3,100
5,108
-
11,364
Substandard
-
-
-
-
-
-
-
-
-
Total Agricultural
$
34,801
$
24,140
$
36,128
$
63,037
$
39,299
$
183,537
$
280,916
$
48,931
$
710,789
Agricultural
Current-period gross charge-offs
$
-
$
-
$
180
$
939
$
-
$
-
$
-
$
-
$
1,119
Residential and home equity
Pass
$
27,780
$
30,047
$
33,424
$
51,862
$
78,030
$
132,843
$
49,851
$
355
$
404,192
Special mention
-
-
-
-
-
51
-
-
51
Substandard
-
-
-
-
-
56
336
-
392
Total Residential and home equity
$
27,780
$
30,047
$
33,424
$
51,862
$
78,030
$
132,950
$
50,187
$
355
$
404,635
Residential and home equity
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Construction
Pass
$
-
$
2,700
$
-
$
500
$
-
$
1,374
$
150,218
$
15,889
$
170,681
Special mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Total construction
$
-
$
2,700
$
-
$
500
$
-
$
1,374
$
150,218
$
15,889
$
170,681
Construction
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Total Real estate
$
205,395
$
96,168
$
185,137
$
274,080
$
320,404
$
690,870
$
740,809
$
191,234
$
2,704,097
Commercial & industrial
Pass
$
19,562
$
22,263
$
32,421
$
17,112
$
14,010
$
6,420
$
340,648
$
31,389
$
483,825
Special mention
-
-
-
47
-
-
203
4,348
4,598
Substandard
-
-
-
-
17
-
-
-
17
Total Commercial & industrial
$
19,562
$
22,263
$
32,421
$
17,159
$
14,027
$
6,420
$
340,851
$
35,737
$
488,440
Commercial & industrial
Current-period gross charge-offs
$
-
$
-
$
69
$
98
$
53
$
12
$
-
$
-
$
232
18
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
September 30, 2025
Term Loans and Leases Amortized Cost Basis by Origination Year
(Dollars in thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Loans
Amortized
Cost
Revolving
Loans
Converted
to Term
Total
Net loans and leases held for investment
Agricultural
Pass
$
192
$
3,199
$
2,431
$
2,232
$
1,133
$
2,414
$
232,975
$
7,290
$
251,866
Special mention
-
-
-
33
-
-
-
43
76
Substandard
-
-
-
-
-
-
16
-
16
Total Agricultural
$
192
$
3,199
$
2,431
$
2,265
$
1,133
$
2,414
$
232,991
$
7,333
$
251,958
Agricultural
Current-period gross charge-offs
$
-
$
-
$
-
$
200
$
34
$
-
$
-
$
-
$
234
Commercial leases
Pass
$
7,614
$
30,148
$
69,867
$
22,649
$
6,297
$
22,549
$
-
$
-
$
159,124
Special mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Total Commercial leases
$
7,614
$
30,148
$
69,867
$
22,649
$
6,297
$
22,549
$
-
$
-
$
159,124
Commercial leases
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Consumer and other
Pass
$
1,076
$
561
$
694
$
295
$
33
$
1,115
$
767
$
-
$
4,541
Special mention
-
-
-
-
-
-
-
-
-
Substandard
174
-
-
-
-
12
-
-
186
Total Consumer and other
$
1,250
$
561
$
694
$
295
$
33
$
1,127
$
767
$
-
$
4,727
Consumer and other
Current-period gross charge-offs
$
31
$
3
$
-
$
-
$
-
$
10
$
-
$
-
$
44
Total net loans and leases
Pass
$
230,458
$
152,339
$
290,550
$
315,413
$
334,629
$
720,161
$
1,306,883
$
229,913
$
3,580,346
Special mention
3,381
-
-
80
7,248
3,151
8,183
4,391
26,434
Substandard
174
-
-
955
17
68
352
-
1,566
Total net loans and leases
$
234,013
$
152,339
$
290,550
$
316,448
$
341,894
$
723,380
$
1,315,418
$
234,304
$
3,608,346
Total current-period gross charge-offs
$
31
$
3
$
249
$
1,412
$
87
$
22
$
-
$
-
$
1,804
19
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
December 31, 2024
Term Loans and Leases Amortized Cost Basis by Origination Year
(Dollars in thousands)
2024
2023
2022
2021
2020
Prior
Revolving Loans Amortized Cost
Revolving Loans Converted to Term
Total
Net loans and leases held for investment
Real estate:
Commercial
Pass
$
63,216
$
117,550
$
163,875
$
209,222
$
134,254
$
292,326
$
270,231
$
99,819
$
1,350,493
Special mention
-
-
1,138
-
-
170
1,470
-
2,778
Substandard
-
-
-
-
-
-
-
-
-
Total Commercial
$
63,216
$
117,550
$
165,013
$
209,222
$
134,254
$
292,496
$
271,701
$
99,819
$
1,353,271
Commercial
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Agricultural
Pass
$
24,877
$
36,693
$
69,209
$
38,847
$
46,452
$
169,301
$
309,661
$
32,086
$
727,126
Special mention
-
-
-
-
2,099
5,011
16,790
-
23,900
Substandard
-
-
-
-
-
-
-
-
-
Total Agricultural
$
24,877
$
36,693
$
69,209
$
38,847
$
48,551
$
174,312
$
326,451
$
32,086
$
751,026
Agricultural
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Residential and home equity
Pass
$
33,036
$
37,378
$
57,760
$
82,936
$
72,304
$
72,360
$
47,669
$
65
$
403,508
Special mention
-
-
-
-
-
85
-
-
85
Substandard
-
-
-
-
-
603
203
-
806
Total Residential and home equity
$
33,036
$
37,378
$
57,760
$
82,936
$
72,304
$
73,048
$
47,872
$
65
$
404,399
Residential and home equity
Current-period gross charge-offs
$
-
$
29
$
-
$
-
$
-
$
-
$
-
$
-
$
29
Construction
Pass
$
5,774
$
-
$
1,000
$
-
$
-
$
1,375
$
186,754
$
-
$
194,903
Special mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Total construction
$
5,774
$
-
$
1,000
$
-
$
-
$
1,375
$
186,754
$
-
$
194,903
Construction
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Total Real estate
$
126,903
$
191,621
$
292,982
$
331,005
$
255,109
$
541,231
$
832,778
$
131,970
$
2,703,599
Commercial & industrial
Pass
$
23,235
$
39,415
$
20,065
$
16,715
$
3,525
$
6,192
$
363,947
$
24,269
$
497,363
Special mention
-
2,280
67
3
-
381
1,017
2,500
6,248
Substandard
-
107
-
33
-
-
422
230
792
Total Commercial & industrial
$
23,235
$
41,802
$
20,132
$
16,751
$
3,525
$
6,573
$
365,386
$
26,999
$
504,403
Commercial & industrial
Current-period gross charge-offs
$
231
$
176
$
-
$
44
$
100
$
185
$
-
$
-
$
736
20
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
December 31, 2024
Term Loans and Leases Amortized Cost Basis by Origination Year
(Dollars in thousands)
2024
2023
2022
2021
2020
Prior
Revolving
Loans
Amortized
Cost
Revolving
Loans
Converted
to Term
Total
Net loans and leases held for investment
Agricultural
Pass
$
2,831
$
2,820
$
2,584
$
1,708
$
393
$
2,471
$
270,595
$
6,325
$
289,727
Special mention
-
-
41
-
-
-
-
43
84
Substandard
-
-
-
-
-
-
36
-
36
Total Agricultural
$
2,831
$
2,820
$
2,625
$
1,708
$
393
$
2,471
$
270,631
$
6,368
$
289,847
Agricultural
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Commercial leases
Pass
$
31,977
$
74,956
$
21,859
$
8,314
$
8,065
$
26,182
$
-
$
-
$
171,353
Special mention
-
-
4,102
-
-
-
-
-
4,102
Substandard
-
-
-
-
-
-
-
-
-
Total Commercial leases
$
31,977
$
74,956
$
25,961
$
8,314
$
8,065
$
26,182
$
-
$
-
$
175,455
Commercial leases
Current-period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Consumer and other
Pass
$
1,049
$
1,195
$
535
$
71
$
13
$
1,349
$
693
$
-
$
4,905
Special mention
-
-
-
-
-
-
-
-
-
Substandard
161
-
-
-
-
18
-
-
179
Total Consumer and other
$
1,210
$
1,195
$
535
$
71
$
13
$
1,367
$
693
$
-
$
5,084
Consumer and other
Current-period gross charge-offs
$
63
$
1
$
-
$
-
$
-
$
29
$
-
$
-
$
93
Total net loans and leases
Pass
$
185,995
$
310,007
$
336,887
$
357,813
$
265,006
$
571,556
$
1,449,550
$
162,564
$
3,639,378
Special mention
-
2,280
5,348
3
2,099
5,647
19,277
2,543
37,197
Substandard
161
107
-
33
-
621
661
230
1,813
Total net loans and leases
$
186,156
$
312,394
$
342,235
$
357,849
$
267,105
$
577,824
$
1,469,488
$
165,337
$
3,678,388
Total current-period gross charge-offs
$
294
$
206
$
-
$
44
$
100
$
214
$
-
$
-
$
858
The Company, in the ordinary course of business, grants loans to the Company’s executive officers and directors, including their families and firms in which they are principal owners. Activity in such loans is summarized as follows:
(Dollars in thousands)
September 30,
2025
December 31,
2024
Balance at beginning of the period
$
15,626
$
17,035
New loans or advances during year
495
1,871
Effect of changes in composition of related parties
( 80
)
-
Repayments
( 2,624
)
( 3,280
)
Balance at end of period
$
13,417
$
15,626
21
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
A loan or lease is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. When
management determines that foreclosure is probable, expected credit losses for collateral dependent loans or leases are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. The collateral on the
loans and leases is a significant portion of what secures the collateral dependent loans or leases, and significant changes to the fair value of the collateral can impact the allowance for credit losses.
The following table presents the amortized cost basis for collateral dependent loans and leases by type as of December 31, 2024:
December 31, 2024
(Dollars in thousands)
Real Estate
Vehicles and Equipment
Total
Collateral dependent loans and leases
Real estate:
Commercial
$
170
$
-
$
170
Agricultural
-
-
-
Residential and home equity
-
-
-
Construction
-
-
-
Total real estate
170
-
170
Commercial & industrial
-
759
759
Agricultural
-
-
-
Commercial leases
-
-
-
Consumer and other
-
-
-
Total gross loans and leases
$
170
$
759
$
929
There were no collateral dependent loans or leases at September 30, 2025.
22
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
Allowance for Credit Losses
The allowance for credit losses (“ACL”) is the combination of the allowance for credit losses for loan and lease losses and the allowance for credit losses for unfunded loan commitments. The ACL for unfunded loan
commitments is included within “Interest payable and other liabilities” on the consolidated balance sheets.
The following tables present a summary of the activity in the ACL for loan and lease losses and ACL for unfunded loan commitments for the periods indicated:
For the Three Months Ended September 30,
2025
2024
(Dollars in thousands)
ACL for
Loans and
Leases
ACL for
Unfunded
Commitments
Allowance
for
Credit Losses
ACL for
Loans and
Leases
ACL for
Unfunded
Commitments
Allowance
for
Credit Losses
Balance at beginning of period
$
76,169
$
2,800
$
78,969
$
75,032
$
3,690
$
78,722
Provision for/(reversal of) credit losses
700
-
700
1,000
( 1,000
)
-
Charge-offs
( 962
)
-
( 962
)
( 255
)
-
( 255
)
Recoveries
56
-
56
39
-
39
Net (charge-offs)/recoveries
( 906
)
-
( 906
)
( 216
)
-
( 216
)
Balance at end of period
$
75,963
$
2,800
$
78,763
$
75,816
$
2,690
$
78,506
For the Nine Months Ended September 30,
2025
2024
(Dollars in thousands)
ACL for
Loans and
Leases
ACL for
Unfunded
Commitments
Allowance
for
Credit Losses
ACL for
Loans and
Leases
ACL for
Unfunded
Commitments
Allowance
for
Credit Losses
Balance at beginning of period
$
75,283
$
2,690
$
77,973
$
74,965
$
3,690
$
78,655
Provision for/(reversal of) credit losses
2,290
110
2,400
1,000
( 1,000
)
-
Charge-offs
( 1,804
)
-
( 1,804
)
( 281
)
-
( 281
)
Recoveries
194
-
194
132
-
132
Net (charge-offs)/recoveries
( 1,610
)
-
( 1,610
)
( 149
)
-
( 149
)
Balance at end of period
$
75,963
$
2,800
$
78,763
$
75,816
$
2,690
$
78,506
Changes in the ACL on loans and leases for the periods indicated are as follows:
For the Three Months Ended September 30, 2025
(Dollars in thousands)
Balance at
beginning of
period
Provision
for/(recapture of)
credit losses
Charge-Offs
Recoveries
Balance at
end of period
Allowance for credit losses:
Real estate:
Commercial
$
20,946
$
568
$
-
$
-
$
21,514
Agricultural
24,469
812
( 939
)
5
24,347
Residential and home equity
7,599
( 126
)
-
-
7,473
Construction
2,766
54
-
-
2,820
Total real estate
55,780
1,308
( 939
)
5
56,154
Commercial & industrial
7,326
30
-
19
7,375
Agricultural
6,982
( 375
)
-
24
6,631
Commercial leases
5,858
( 275
)
-
-
5,583
Consumer and other
223
12
( 23
)
8
220
Total allowance for credit losses
$
76,169
$
700
$
( 962
)
$
56
$
75,963
23
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 3—Loans and Leases—Continued
For the Three Months Ended September 30, 2024
(Dollars in thousands)
Balance at beginning of period
Provision
for/(recapture of)
credit losses
Charge-Offs
Recoveries
Balance at
end of period
Allowance for credit losses:
Real estate:
Commercial
$
22,608
$
( 1,570
)
$
-
$
-
$
21,038
Agricultural
16,486
6,932
-
-
23,418
Residential and home equity
7,584
( 593
)
( 29
)
5
6,967
Construction
2,165
1,308
-
-
3,473
Total real estate
48,843
6,077
( 29
)
5
54,896
Commercial & industrial
10,972
( 2,996
)
( 200
)
15
7,791
Agricultural
6,908
8
-
13
6,929
Commercial leases
7,597
( 1,628
)
-
-
5,969
Consumer and other
712
( 461
)
( 26
)
6
231
Total allowance for credit losses
$
75,032
$
1,000
$
( 255
)
$
39
$
75,816
For the Nine Months Ended September 30, 2025
(Dollars in thousands)
Balance at beginning of period
Provision
for/(recapture of)
credit losses
Charge-Offs
Recoveries
Balance at
end of period
Allowance for credit losses:
Real estate:
Commercial
$
20,382
$
1,307
$
( 175
)
$
-
$
21,514
Agricultural
23,615
1,846
( 1,119
)
5
24,347
Residential and home equity
7,340
127
-
6
7,473
Construction
3,055
( 235
)
-
-
2,820
Total real estate
54,392
3,045
( 1,294
)
11
56,154
Commercial & industrial
7,791
( 326
)
( 232
)
142
7,375
Agricultural
6,725
116
( 234
)
24
6,631
Commercial leases
6,153
( 570
)
-
-
5,583
Consumer and other
222
25
( 44
)
17
220
Total allowance for credit losses
$
75,283
$
2,290
$
( 1,804
)
$
194
$
75,963
For the Nine Months Ended September 30, 2024
(Dollars in thousands)
Balance at beginning of period
Provision
for/(recapture of)
credit losses
Charge-Offs
Recoveries
Balance at
end of period
Allowance for credit losses:
Real estate:
Commercial
$
26,093
$
( 5,055
)
$
-
$
-
$
21,038
Agricultural
7,744
15,674
-
-
23,418
Residential and home equity
7,770
( 793
)
( 29
)
19
6,967
Construction
4,432
( 959
)
-
-
3,473
Total real estate
46,039
8,867
( 29
)
19
54,896
Commercial & industrial
13,380
( 5,440
)
( 200
)
51
7,791
Agricultural
8,872
( 1,959
)
-
16
6,929
Commercial leases
6,537
( 568
)
-
-
5,969
Consumer and other
137
100
( 52
)
46
231
Total allowance for credit losses
$
74,965
$
1,000
$
( 281
)
$
132
$
75,816
24
Table of Contents
FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 4—Other Real Estate Owned
OREO was $ 873,000 at September 30, 2025 and December 31, 2024, respectively, which includes property no longer utilized for business operations and property acquired through foreclosure proceedings. These properties are carried at fair value less selling costs determined at the date acquired. Losses, if any, arising from properties acquired through foreclosure are charged against the allowance for loan losses at the time of foreclosure. Subsequent declines in value, periodic holding costs, and net gains or losses on disposition are included in other operating expense as incurred.
During the second quarter of 2025, the Company recorded an additional $ 326,000 in other real estate owned, which was sold during the third quarter of 2025 at the carrying value.
Note 5—Deposits
Certificates of deposit greater than and less than or equal to the FDIC insurance limit of $250,000 are summarized as follows:
(Dollars in thousands)
September 30,
2025
December 31, 2024
Certificates of deposit:
Certificates of deposit equal to or less than $250,000
$
347,963
$
330,475
Certificates of deposit greater than $250,000
400,551
385,072
Total certificates of deposit
$
748,514
$
715,547
Scheduled maturities for certificates of deposit are as follows for the years ending December 31:
(Dollars in thousands)
Amount
2025
$
303,034
2026
438,277
2027
5,027
2028
1,588
2029
237
2030
351
Total certificates of deposit
$
748,514
Overdrawn deposit balances of $ 166,000 and $ 156,000 were classified as consumer loans at September 30, 2025 and December 31, 2024, respectively.
Note 6—Short-term borrowings
As of September 30, 2025 and December 31, 2024, committed lines of credit arrangements totaling $ 2.1 billion, were available to the Company from the FHLB, FRB, and unaffiliated banks.
The Company is a member of the FHLB of San Francisco and has a committed credit line of $ 807.3 million, which is secured by $ 1.2 billion in various real estate loans and $ 1.4 million in investment securities pledged as collateral. Borrowings generally provide for interest at the then current published rate based on the borrowing term. The overnight borrowing rate was 4.36 % as of September 30, 2025.
The Company has $ 1.4 billion in pledged loans with the FRB. As of September 30, 2025, the Company’s overnight borrowing capacity using the primary credit facilities from the Fed account was $ 1.1 billion. The borrowing rate was 4.25 % as of September 30, 2025.
There were no outstanding advances on the above borrowing facilities as of September 30, 2025 or December 31, 2024.
25
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 7—Fair Value
The Company uses fair value measurements to record fair value adjustments to certain financial and non-financial assets and liabilities and to determine fair value disclosures. Various financial instruments such as
available-for-sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a non-recurring basis, such as collateral dependent
loans and other real estate owned. These non-recurring fair value adjustments typically involve lower of cost or fair value accounting or write-down of individual assets.
Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or
liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is
based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•
Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
•
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not
active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).
•
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider.
The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do
not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for many of the Company’s financial instruments, fair value
estimates are based on judgements regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or
model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.
Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total
earnings.
Securities classified as available-for-sale are reported at fair value on a recurring basis utilizing Level 1, 2 and 3 inputs. For these securities, the Company obtains fair value measurements from an independent
pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit
information and the bond’s terms and conditions, among other things.
26
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 7—Fair Value—Continued
The Company does not record all loans and leases at fair value on a recurring basis. However, from time to time, a loan or lease is considered collateral dependent and an allowance for
credit losses is established. Once a loan or lease is identified as collateral dependent, management measures specific reserves in accordance FASB ASC Topic 326. The fair value of collateral dependent loans or leases is estimated using one of
several methods, including collateral value when the loan is collateral dependent, market value of similar debt, enterprise value, and discounted cash flows. Collateral dependent loans and leases not requiring an allowance represent loans and
leases for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans and leases. Collateral dependent loans and leases where an allowance is established based on the fair value of collateral require
classification in the fair value hierarchy. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral.
These appraisals may utilize a single valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences
between the comparable sales and income and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 non-recurring
collateral dependent loans is primarily the sales comparison approach less estimated selling costs. The Company maintains a list of qualified property appraisers who review appraisal reports for reasonableness. In the case of non-real estate
collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by credit administration.
Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. These measurements are classified as Level 3.
Other Real Estate Owned (“OREO”) is reported at fair value on a non-recurring basis. Fair values are based on recent real estate appraisals. These appraisals may use a single
valuation approach or a combination of approaches including sales comparison, cost and the income approach. Adjustments are often made in the appraisal process by the appraisers to take into account differences between the comparable sales and income
and other available data. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation technique used for Level 3 non-recurring OREO is primarily the sales comparison
approach less estimated selling costs.
27
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 7—Fair Value—Continued
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.
September 30, 2025
Fair Value Measurements
(Dollars in thousands)
Carrying Amount
Level 1
Level 2
Level 3
Total Fair
Value
Fair valued on a recurring basis:
Financial assets
Available-for-sale securities
U.S. Government-sponsored securities
$
2,130
$
-
$
2,130
$
-
$
2,130
Mortgage-backed securities
746,463
-
746,463
-
746,463
Commercial mortgage-backed securities
1,254
-
1,254
-
1,254
Collateralized mortgage obligations
20,877
-
20,877
-
20,877
Municipal securities
69,486
-
69,486
-
69,486
Corporate securities
29,641
-
29,641
-
29,641
Other
310
-
310
-
310
Other equity investments
$
3,050
$
3,050
$
-
$
-
$
3,050
Derivatives not designated as hedging instruments
$
218
$
-
$
218
$
-
$
218
Financial liabilities
Derivatives not designated as hedging instruments
$
229
$
-
$
229
$
-
$
229
Fair valued on a non-recurring basis:
Other real estate owned
$
873
$
-
$
-
$
873
$
873
December 31, 2024
Fair Value Measurements
(Dollars in thousands)
Carrying Amount
Level 1
Level 2
Level 3
Total Fair
Value
Fair valued on a recurring basis:
Available-for-sale securities
U.S. Government-sponsored securities
$
2,644
$
-
$
2,644
$
-
$
2,644
Mortgage-backed securities
439,858
-
439,858
-
439,858
Commercial mortgage-backed securities
1,212
-
1,212
-
1,212
Collateralized mortgage obligations
5,497
-
5,497
-
5,497
Corporate securities
14,856
-
14,856
-
14,856
Other
347
-
347
-
347
Fair valued on a non-recurring basis:
Collateral dependent loans
$
929
$
-
$
-
$
929
$
929
Other real estate owned
873
-
-
873
873
28
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 7—Fair Value—Continued
The following tables summarize the carrying amount and estimated fair values of the Company’s financial assets and liabilities not carried at fair value, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the periods indicated.
September 30, 2025
Fair Value Measurements
(Dollars in thousands)
Carrying Amount
Level 1
Level 2
Level 3
Total Fair
Value
Financial assets:
Cash and cash equivalents
$
172,567
$
172,567
$
-
$
-
$
172,567
Held-to-maturity securities, net
734,178
-
532,147
71,984
604,131
Non-marketable securities, at cost
15,549
-
15,549
-
15,549
Loans and leases, net
3,532,383
-
-
3,526,525
3,526,525
Financial liabilities:
Total deposits
$
4,885,014
$
-
$
4,882,391
$
-
$
4,882,391
Subordinated debentures
10,310
-
12,180
-
12,180
December 31, 2024
Fair Value Measurements
(Dollars in thousands)
Carrying Amount
Level 1
Level 2
Level 3
Total Fair
Value
Financial assets:
Cash and cash equivalents
$
212,563
$
212,563
$
-
$
-
$
212,563
Held-to-maturity securities, net
768,993
-
537,384
73,569
610,953
Non-marketable securities, at cost
15,549
-
15,549
-
15,549
Loans and leases, net
3,603,105
-
-
3,523,057
3,523,057
Financial liabilities:
Total deposits
$
4,699,139
$
-
$
4,695,388
$
-
$
4,695,388
Subordinated debentures
10,310
-
11,738
-
11,738
Non-marketable securities include FHLB stock, PCBB stock and TIB, National Association stock, which are recorded at cost. Ownership of these stocks is restricted to member banks. Purchases and sales of these securities
are at par value with the issuer. The fair value of these investments is equal to the carrying amount.
29
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 8—Earnings Per Share
Basic earnings per common share is computed by dividing net earnings allocated to common shareholders by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per common share is computed using the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effects of outstanding restricted stock awards using the treasury stock method. Shares are excluded from the computations of diluted earnings per share when their inclusion has an anti-dilutive effect. For the three and nine months ended September 30, 2025, there were no potential common shares that were anti-dilutive.
The following tables present the factors used in the earnings per share computation for the periods indicated:
Three Months Ended
September 30,
(Dollars in thousands, except share and per share amounts)
2025
2024
Net income
$
23,718
$
22,121
Weighted average common shares outstanding for basic earnings per common share
692,727
738,421
Dilutive potential common shares
6,484
-
Shares used in computing diluted earnings per common share
699,211
738,421
Basic earnings per common share
$
34.24
$
29.96
Diluted earnings per common share
$
33.92
$
29.96
Nine Months Ended
September 30,
(Dollars in thousands, except share and per share amounts)
2025
2024
Net income
$
69,782
$
66,611
Weighted average common shares outstanding for basic earnings per common share
696,572
740,898
Dilutive potential common shares
3,556
-
Shares used in computing diluted earnings per common share
700,128
740,898
Basic earnings per common share
$
100.18
$
89.91
Diluted earnings per common share
$
99.67
$
89.91
30
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 9—Employee Benefit Plans
Executive Retirement Plan
The Company, through the Bank, sponsors an Executive Retirement Plan (“ERP”) for certain executive level employees. The ERP is a non-qualified deferred compensation plan and was developed to supplement the Company’s Profit Sharing Plan, which, as a qualified retirement plan, has a ceiling on benefits as set by the Internal Revenue Service. The ERP is comprised of: (1) a Performance Component which makes contributions based upon long-term cumulative profitability and increase in market value of the Company; (2) a Salary Component which makes contributions based upon participant salary levels; and (3) an Equity Component for which contributions are discretionary and subject to Board of Directors approval. The Company maintains a Rabbi Trust to fund, in part, the ERP. The Rabbi Trust is an irrevocable grantor trust to which the Company may contribute assets for the limited purpose of funding a non-qualified deferred compensation plan. The Company may not use the assets of the Rabbi Trust for any purpose other than meeting its obligations under the ERP; however, the assets of the Rabbi Trust remain subject to the claims of its creditors and are included in the consolidated financial statements. The Company contributes cash to the Rabbi Trust from time to time for the sole purpose of funding the ERP. The Rabbi Trust will use any cash the Company contributes to purchase shares of common stock of the Company, and other financial instruments, on the open market. ERP contributions are invested in a mix of financial instruments; however, the Equity Component contributions are invested primarily in common stock of the Company. Effective November 29, 2024, each component of the ERP was terminated and frozen and no future contributions are permitted to be made. For each existing participant, the account balances will be liquidated and paid out to each participant at a time to be determined, but which will occur sometime between the 12 -month anniversary and the 24 -month anniversary of the termination of the components of the ERP pursuant to regulations promulgated by the Department of the Treasury.
The Company incurred no expense for the ERP during the nine months ended September 30, 2025 due to the freezing of the plans and a net expense of $ 6.8 million during the nine months ended September 30, 2024. The Company’s carrying value of the liability under the ERP was $ 58.1 million as of September 30, 2025 and $ 61.4 million as of December 31, 2024, which is included in interest payable and other liabilities on the balance sheet. The Company’s shares of common stock held as investments in the Rabbi Trust of the ERP as of September 30, 2025 and December 31, 2024 totaled 47,806 and 48,877 shares with an historical cost basis of $ 31.4 million and $ 31.8 million, respectively. All amounts have been fully funded into the Rabbi Trust as of September 30, 2025 and December 31, 2024. The consolidated investments held in the Rabbi Trust are recorded at fair value with changes in unrealized gains or losses recorded within non-interest income, and the equal and offsetting charges in the related liability are recorded in non-interest expense in the consolidated statements of income.
Net gains on ERP investments were $ 2.2 million and $ 2.4 million at September 30, 2025 and 2024, respectively. Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices.
Senior Management Retention Plan
The Company, through the Bank, sponsors a Senior Management Retention Plan (“SMRP”) for certain senior level employees. The SMRP is a non-qualified deferred compensation plan and was developed to supplement the
Company’s Profit Sharing Plan, which, as a qualified retirement plan, has a ceiling on benefits as set by the Internal Revenue Service. All contributions are discretionary and subject to the Board of Directors approval. The Company maintains a Rabbi
Trust to fund, in part, the SMRP. The Rabbi Trust is an irrevocable grantor trust to which the Company may contribute assets for the limited purpose of funding a non-qualified deferred compensation plan. The Company may not use the assets of the
Rabbi Trust for any purpose other than meeting its obligations under the SMRP; however, the assets of the Rabbi Trust remain subject to the claims of its creditors and are included in the consolidated financial statements. The Company contributes
cash to the Rabbi Trust from time to time for the sole purpose of funding the SMRP.
31
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 9—Employee Benefit Plans—Continued
The Rabbi Trust will use any cash the Company contributes to purchase shares of common stock of the Company, and other financial instruments, on the open market. Contributions to the SMRP are invested primarily in common stock of the Company. Effective November 29, 2024, the SMRP was terminated and frozen and no future contributions are permitted to be made. For each existing participant, the account balances will be liquidated and paid out to each participant at a time to be determined, but which will occur sometime between the 12 -month anniversary and the 24 -month anniversary of the termination of the plan pursuant to regulations promulgated by the Department of the Treasury.
The Company incurred no expense for the SMRP during the nine months ended September 30, 2025 due to the freezing of the plans and a net expense of $ 3.4 million for the nine months ended September 30, 2024. The plan recognized $ 0.1 million in forfeitures for the nine months ended September 30, 2025. The Company’s carrying value of the liability under the SMRP was $ 20.6 million as of September 30, 2025 and $ 21.2 million as of December 31, 2024, which is included in interest payable and other liabilities on the balance sheet. The Company’s shares of stock held as investments in the Rabbi Trust of the SMRP as of September 30, 2025 and December 31, 2024 totaled 17,946 and 19,647 shares with an historical cost basis of $ 13.9 million and $ 14.6 million, respectively. All amounts have been fully funded into the Rabbi Trust as of September 30, 2025 and December 31, 2024. The consolidated investments held in the Rabbi Trust are recorded at fair value with changes recorded within non-interest income and the equal and offsetting charges in the related liability are recorded in non-interest expense in the consolidated statements of income.
Net gains on SMRP plan investments were $ 0.6 million and $ 0.5 million at September 30, 2025 and 2024, respectively. Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices.
32
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 10—Stock-Based Compensation
Restricted Stock Award Plan
At the special meeting of shareholders held on November 25, 2024, the Company’s shareholders approved the Farmers & Merchants Bancorp 2025 Restricted Stock Retirement Plan (the “2025 Plan”). The 2025 Plan provides for the issuance of up to 80,000 shares to directors and employees of the Company and its subsidiaries and affiliates. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. Due to the illiquidity of the stock, the fair value of the stock was determined using a volume weighted average price over a 30 -day period as of the grant date, which equaled $ 1,033.03 per share. The first awards were granted on February 3, 2025 and totaled 30,818 shares. The awards contain a service condition, which requires the employees to provide services during the applicable vesting periods. The awards were comprised of a one-year award for directors and two-year , three-year and four-year awards for employees depending on their roles and responsibilities. The awards vest on a pro-rated basis over the life of the award. Total remaining shares issuable under the 2025 Plan were 50,598 at September 30, 2025. The unvested restricted shares generally have voting rights and dividend rights; however, the dividends are paid to the holder only if, when and to the extent such unvested restricted shares vest. Dividends on forfeited restricted stock are also forfeited.
The following tables summarize the change in the Company’s nonvested shares for the three and nine months ended September 30, 2025:
Number of Shares
Weighted Average Fair
Value at Grant-Date
Restricted Stock Award
Nonvested shares outstanding, June 30, 2025
30,818
$
1,033.03
Granted
-
-
Vested
-
-
Forfeited
1,416
-
Nonvested shares outstanding, September 30, 2025
29,402
$
1,033.03
Number of Shares
Weighted Average Fair
Value at Grant-Date
Restricted Stock Award
Nonvested shares outstanding, January 1, 2025
-
$
-
Granted
30,818
1,033.03
Vested
-
-
Forfeited
1,416
-
Nonvested shares outstanding, September 30, 2025
29,402
$
1,033.03
For the nine months ended September 30, 2025, the Company has recognized $ 8.2 million in compensation cost related to shares granted under the 2025 Plan. As of September 30, 2025, there was $ 23.6 million of total unrecognized compensation cost related to nonvested shares granted under the 2025 Plan. The remaining cost is expected to be recognized over a weighted-average period of 1.92 years. No shares of restricted stock vested during the three and nine months ended September 30, 2025.
33
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 11—Derivatives
Derivatives Not Designated as Hedging Instruments
As a customer accommodation, the Company may enter into interest rate swaps with its loan customers. The Company also enters into corresponding offsetting derivatives with third parties. While these derivatives
represent economic hedges, they do not qualify as hedges for accounting purposes.
The fair value of these swaps are recorded as components of other assets and other liabilities in the Company’s consolidated balance sheets.
September 30, 2025
December 31, 2024
(Dollars in thousands)
Notional Amount
Fair Value
Notional Amount
Fair Value
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
8,842
$
218
$
-
$
-
Total included in other assets
$
218
$
-
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
$
8,842
$
229
$
-
$
-
Total included in other liabilities
$
229
$
-
Location of Gain or (Loss)
Recognized in Income on
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)
Derivatives
2025
2024
2025
2024
Derivatives not designated as hedging instruments:
Interest rate swaps related to loan customers
Other (expense) income
$
1
$
-
$
( 11
)
$
-
Total
$
1
$
-
$
( 11
)
$
-
Note 12—Commitments and Contingencies
In the normal course of business, the Company enters into financial instruments with off-balance-sheet risk/commitments in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These instruments include commitments to extend credit, letters of credit, and other types of financial guarantees. The Company had the following off-balance-sheet risk/commitments as of the dates indicated.
(Dollars in thousands)
September 30, 2025
December 31, 2024
Commitments to extend credit, including unsecured commitments of $ 20,926 and $ 20,535
as of September 30, 2025 and December 31, 2024, respectively
$
1,057,402
$
1,006,649
Standby letters of credit, including unsecured commitments of $ 4,993 and $ 4,490
as of September 30, 2025 and December 31, 2024, respectively
18,995
15,411
The Company’s exposure to credit loss in the event of nonperformance by the other party with regard to standby letters of credit, undisbursed loan commitments, and financial guarantees is represented by the contractual notional amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. The Company uses the same credit policies in making commitments and conditional obligations as it does for recorded balance sheet items. The Company may or may not require collateral or other security to support financial instruments with credit risk. Evaluations of each customer’s creditworthiness are performed on a case-by-case basis. The estimated exposure to loss from these commitments is included in the allowance for credit losses for unfunded loan commitments, which amounted to $ 2.8 million at September 30, 2025 and $ 2.7 million at December 31, 2024.
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FARMERS & MERCHANTS BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 12—Commitments and Contingencies—Continued
Standby letters of credit are conditional commitments issued by the Company to guarantee performance of or payment for a customer to a third-party. Outstanding standby letters of credit at September 30, 2025 had maturity dates ranging from 1 to 54 months with a final expiration in some cases up to April 1, 2030. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.
The Company has commitments to fund investments in low income housing tax credit investments (“LIHTC”) partnerships and limited liability companies. The Company invests in LIHTC partnerships and solar tax funds that are designed to generate a return primarily through the realization of federal tax credits. The Company accounts for these investments by amortizing the cost of tax credit investments over the life of the investment using a proportional amortization method, and tax credit investment amortization expense is a component of the provision for income taxes. At September 30, 2025 and December 31, 2024, the balance of the investments in LIHTC was $ 45.3 million and $ 43.8 million, respectively. These balances are reflected in other assets on the consolidated balance sheets. Total unfunded commitments related to the investments in LIHTC totaled $ 16.0 million and $ 18.9 million at September 30, 2025 and December 31, 2024, respectively. These balances are reflected in interest payable and other liabilities on the consolidated balance sheets. The Company expects to fulfill these commitments through 2040. Additionally, during the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company recognized tax credits from its investments in LIHTC of $ 3.9 million and $ 4.4 million, respectively.
In the ordinary course of business, the Company becomes involved in litigation arising out of its normal business activities. Management, after consultation with legal counsel, believes that the ultimate liability,
if any, resulting from the disposition of such claims would not be material in relation to the financial position of the Company.
The Company may be required to maintain average reserves on deposit with the FRB primarily based on deposits outstanding. Reserve requirements are offset by the Company’s vault cash and deposit balances maintained
with the FRB.
Note 13—Subsequent Events
In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025 up through the date the Company issued the financial statements. During this period, there were no subsequent
events that required recognition or disclosure.
35
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.