Richmond Mutual Bancorporation, Inc.
For the period ended Nov 11, 2025. Filed Nov 12, 2025.
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Nov 11, 2025 · Filed Nov 12, 2025
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
|---|---|---|
| FORM 8-K | ||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| Date of Report (Date of earliest event reported) | November 11, 2025 | |
| RICHMOND MUTUAL BANCORPORATION, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Maryland | 001-38956 | 36-4926041 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 31 North 9th Street, Richmond, Indiana | 47374 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (765) 962-2581 | |
| Not Applicable | ||
| (Former name or former address, if changed since last report) | ||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): | ||
| x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RMBI | The NASDAQ Stock Market LLC |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| Emerging growth company ¨ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | ||
On November 11, 2025, Richmond Mutual Bancorporation, Inc., Richmond, Indiana (“RMBI” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Farmers Bancorp, Frankfort, Indiana (“Farmers”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Farmers will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), the Company intends to merge The Farmers Bank, a wholly owned subsidiary of Farmers, with and into First Bank Richmond, a wholly owned subsidiary of the Company, with First Bank Richmond as the surviving institution (the “Bank Merger”).
The Merger Agreement was approved unanimously by the Board of Directors of each of the Company and Farmers. The Merger is expected to be completed in the second calendar quarter of 2026, subject to customary closing conditions discussed below. A copy of the Merger Agreement is included as Exhibit 2.1 to this Current Report on Form 8-K. A summary of the material terms of the Merger Agreement follows.
Under the terms of the Merger Agreement, each outstanding share of Farmers common stock will be converted into the right to receive 3.4 shares of RMBI common stock (the “Exchange Ratio”), with cash being paid in lieu of fraction shares (together, the “Merger Consideration”). Based on RMBI’s closing price of $13.15 per share as of November 10, 2025, the Merger Consideration represents an aggregate equity value of approximately $82 million. Upon consummation of the Merger, Farmers’ shareholders are expected to own approximately 38% of the combined company.
At the Effective Time: (i) each unvested restricted stock unit award of Farmers will automatically vest, and the underlying shares will be treated as outstanding and entitled to receive the Merger Consideration, less applicable tax withholding; and (ii) each unvested performance share award of Farmers will be terminated and cashed out based on the target award levels immediately prior to the Effective Time.
The Merger Agreement contains customary representations and warranties from both the Company and Farmers, as well as customary covenants, including, among others: (1) conduct-of-business restrictions during the period between signing and closing; (2) the Company’s obligation to call a
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