FARMERS & MERCHANTS BANCORP 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The common stock of Farmers & Merchants Bancorp is not widely held or listed on any exchange. However, trades are reported on the OTCQX under the symbol “FMCB.” The following tables summarize the actual high, low, and close sale prices for the Company's common stock since the first quarter of 2024. These figures are based on activity posted on the OTCQX: Year Ended December 31, 2025 High Low Close Dividend Declared First quarter $ 1,074.99 $ 985.00 $ 1,000.13 $ - Second quarter 1,025.25 976.00 990.00 9.30 Third quarter 1,065.00 989.19 1,031.00 5.00 Fourth quarter 1,145.00 985.25 1,111.25 5.05 Year Ended December 31, 2024 High Low Close Dividend Declared First quarter $ 1,075.00 $ 950.00 $ 980.00 $ - Second quarter 1,100.00 951.00 961.20 8.80 Third quarter 971.06 930.12 971.06 - Fourth quarter 1,099.00 960.00 1,060.00 9.30 As of February 28, 2026, there were approximately 1,344 shareholders of record of the Company’s common stock. The Company and, before the Company was formed, the Bank, has paid cash dividends for the past 90 consecutive years. There are limitations under Delaware corporate law as to the amounts of cash dividends that may be paid by the Company. Additionally, if we decided to defer interest on our 2003 subordinated debentures, we would be prohibited by the terms of the debentures from paying cash dividends on the Company’s common stock. The Company is dependent on cash dividends paid by the Bank to fund its cash dividend payments to its shareholders. There are regulatory limitations on cash dividends that may be paid by the Bank. See “Item 1. Business – Supervision and Regulation.” On August 13, 2025, the Company announced that it changed its dividend policy related to the frequency of cash dividend payments from semi-annually to quarterly. The first quarterly dividend was declared on August 12, 2025 and was paid on October 1, 2025. 40 Table of Contents On September 10, 2024, the Company authorized a new share repurchase program (the “Repurchase Plan”) for $55.0 million of the Company’s common stock, which represented approximately 9% of outstanding shareholders’ equity at the time of approval. On August 14, 2025, the Board of Directors authorized an increase of $45.0 million to the existing share repurchase program along with an extension of the program through December 31, 2027. Repurchases by the Company under the repurchase plan may be made from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means. In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted. Among other things, the IRA imposes an excise tax equal to 1% of the fair market value of any stock repurchased by covered corporations during a taxable year, subject to certain limits and provisions. During 2025, the Company spent a total of $34.7 million, inclusive of the excise tax, on the repurchase of 33,562 shares, or approximately 4.8% of the total shares outstanding as of December 31, 2024. Of the total shares purchased in 2025, the Company repurchased 7,528 shares, or $7.5 million, under the Repurchase Plan authorized on September 10, 2024 and 26,034 shares, or $27.1 million, under the Repurchase Plan authorized on August 14, 2025. All of these shares were purchased at prices ranging from $990.00 to $1,075.00 per share, for an average of $1,030.95 per share, based upon the then current price on the OTCQX. As of December 31, 2025, there remains $30.3 million authorized for repurchases under the Repurchase Plan. The Company did not issue any shares of common stock during 2025. The actual means and timing of any repurchases, the quantity of purchased shares and prices will be subject to certain limitations, including, without limitation, market prices of the Company’s common shares, general market and economic conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and the discretion of the Chief Executive Officer and Chief Financial Officer. Repurchases under the repurchase plan may be initiated, discontinued, suspended, or restarted at any time in the Company’s discretion. The Company is not obligated to repurchase any shares under the repurchase plan. No shares may be repurchased pursuant to the authority granted in the repurchase plan after December 31, 2027. Prior to the termination and distribution of the Company’s non-qualified retirement plans, repurchased shares were used to fund the Company’s non-qualified retirement plans and may be returned to the status of authorized but unissued common shares of the Company or may be retired. During December 2025, the Company repurchased 18,826 shares from the non-qualified retirement plans to provide participants with cash to meet their tax obligations. 41 Table of Contents The following table reports information regarding repurchases of our common stock during the fourth quarter of 2025: Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs ( In thousands ) October 1, 2025 to October 31, 2025 2,912 $ 1,010.67 2,912 $ 54,160 November 1, 2025 to November 30, 2025 386 1,019.02 386 53,767 December 1, 2025 to December 31, 2025 22,475 1,043.78 22,475 30,308 Total 4th Quarter 2025 25,773 $ 1,039.67 25,773 $ 30,308 Total 2025 33,562 $ 1,030.95 33,562 $ 30,308 (1) The aggregate purchase price and weighted average price per share does not include the effect of excise tax expense incurred on net stock repurchases. For the year ended December 31, 2025, the excise tax expense totaled $129,000. Shareholder Rights Plan On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008 (the “2008 Rights Agreement”), with Computershare as Rights Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to shareholders of record at the close of business on August 15, 2008. Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”), without the consent of the Company’s Board of Directors, acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10 percent or more of the Company’s common stock. The Rights Plan is similar to plans adopted by many other publicly traded companies. The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first convincing the Company’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the shareholders of the Company. The provisions of the Plan, if triggered by the Acquiring Person, will substantially dilute the equity and voting interest of any potential acquirer unless the Board of Directors approves of the proposed acquisition (under Article XV of the Company’s Certificate of Incorporation, the Board of Directors has the authority to consider any and all factors in determining whether an acquisition is in the best interests of the Company and its shareholders). Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (“Preferred Share”), at the purchase price set forth in the Rights Plan for each one one-hundredth of a share, subject to adjustment. Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common shares of the Company having a market value of two times the exercise price of the Right. At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by the Company’s Board of Directors at a price of $0.001 per Right. On January 9, 2024, the Board of Directors approved a nine-year extension of the term of the Rights Plan, which was set to expire on August 5, 2025. Pursuant to an Amendment to the 2008 Rights Agreement dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2025 to August 5, 2034. The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in response to any particular proposal. The Board also increased the purchase price under the Rights Plan from $1,200 to $1,600 per one one-hundredth of a Preferred Share, to reflect the increase in the market price of the Company’s common stock over the past several years. 42 Table of Contents On April 5, 2024, the Company entered into an Amended and Restated Rights Agreement (the “Amended Rights Agreement”), which amended and restated the 2008 Rights Agreement. The Amended Rights Agreement extends the expiration date of the Company’s Rights Plan from the close of business on August 5, 2025, to the close of business on August 5, 2034. At the time of the termination of the Amended Rights Agreement, all of the Rights distributed to holders of the Company’s Preferred Shares pursuant to the Amended Rights Agreement will expire. The Amended Rights Agreement also increases the purchase price per unit under the Rights Agreement from $1,600 per one one-hundredth of a Preferred Share, to $3,900 per one one-hundredth of a Preferred Share. The other changes reflected in the Amended Rights Agreement generally clarify the legal relationship between the Rights Agent and the Company and were made to conform the agreement to provisions that have become customary in such agreements since the Rights Plan was originally adopted in 2008. For information regarding securities authorized for issuance under equity compensation plans, see Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K. Performance Graph The following graph compares the Company’s cumulative total stockholder return on common stock from December 31, 2020 to December 31, 2025 to that of: (i) the S&P 600 Regional Banks (Sub Ind) (TR) Index; and (ii) the cumulative total return of the New York Stock Exchange AMEX Composite market index. The graph assumes an initial investment of $100 on December 31, 2020 and reinvestment of dividends. The stock price performance set forth in the following graph is not necessarily indicative of future price performance. The Company’s stock price data is based on activity posted on the OTCQX and on private transactions between individual shareholders that are reported to the Company. This data was furnished by Zacks SEC Compliance Services Group. This graph shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 6. Reserved 43 Table of Contents