FARMERS & MERCHANTS BANCORP INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Financial Statements and Supplementary Data
Index To Consolidated Financial Statements
Report of Independent Registered Public Accounting Firms.
Consolidated Balance Sheets at December 31, 2025 and 2024.
Consolidated Statements of Changes to Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023.
Notes to Consolidated Financial Statements.
To the Stockholders and Board of Directors of Farmers & Merchants Bancorp, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Farmers & Merchants Bancorp, Inc (the “Company”) as of December 31, 2025, the related consolidated statements of income, comprehensive income, changes to stockholders' equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the COSO framework.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report Regarding Internal Control and Compliance with Designated Laws and Regulations. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relate.
Allowance for Credit Losses on Collectively Evaluated Loans – Refer to Notes 1 and 4 to the consolidated financial statements
Critical Audit Matters Description
Management’s estimate of the allowance for credit losses (ACL) at December 31, 2025, includes a reserve on collectively evaluated loans. In the current year, significant assumptions in management’s estimate of the reserve on collectively evaluated loans include (i) the determination of its peer group, (ii) the determination of the estimated remaining life of each portfolio segment, and (iii) qualitative factor adjustments. In evaluating whether qualitative factor adjustments are necessary, management considers internal and external qualitative and credit market risk factors to reflect credit risks not fully captured by historical loss experience or forecast economic conditions.
Significant judgment was required by management in the selection and application of these subjective assumptions. Accordingly, performing audit procedures to evaluate the Company’s estimated ACL involved a high degree of auditor judgment and required significant effort, including the involvement of professionals with specialized skill and knowledge.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the Company’s estimate of the ACL on collectively evaluated loans included, but were not limited to, the following:
Testing the design and operating effectiveness of management’s controls over key assumptions and judgments.
Testing the completeness and accuracy of data utilized by management.
Evaluating the relevance and reliability of information used by management in the development of the estimate.
Evaluating the reasonableness of significant assumptions used in management’s estimate through a combination of evaluating the reasonableness of certain assumptions and developing an independent range of reasonable outcomes for the collectively evaluated component of the ACL for comparison to management’s estimate.
/s/Plante & Moran, PLLC
Columbus, Ohio
February 27, 2026
We have served as the Company’s auditor since 2025.
Shareholders, Board of Directors, and Audit Committee
Farmers & Merchants Bancorp, Inc.
Archbold, Ohio
Opinion on the Consolidated Financial Statements
We have audited, before the effects of the retrospective adjustments to the income tax disclosures for the adoption of Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures(“ASU 2023-09”), discussed in Notes 1 and 11 to the consolidated financial statements, the accompanying consolidated balance sheet of Farmers and Merchants Bancorp, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of income, comprehensive income, changes to stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, before the effects of the retrospective adjustments to the Company’s income tax disclosures for the adoption of ASU 2023-09 discussed in Notes 1 and 11, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the Company’s income tax disclosures discussed in Notes 1 and 11, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those adjustments were audited by Plante & Moran, PLLC.
Change in Accounting Principle
As discussed in Note 1 and Note 4 to the financial statements, in 2023, the Company changed its method of accounting for credit losses on financial instruments due to the adoption of Accounting Standards Codification Topic 326: Financial Instruments – Credit Losses.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We served as the Company’s auditor from 2014 to 2025.
/s/ Forvis Mazars, LLP
Fort Wayne, Indiana
February 26, 2025
December 31, 2025 and 2024
(000’s Omitted, Except Share Data)
| 2025 | 2024 | |
|---|---|---|
| Assets | ||
| Assets | ||
| Cash and due from banks | $97,249 | $174,855 |
| Federal funds sold | 469 | 1,496 |
| Total cash and cash equivalents | 97,718 | 176,351 |
| Interest-bearing time deposits | 1,498 | 2,482 |
| Securities - available-for-sale | 422,072 | 426,556 |
| Other securities, at cost | 13,032 | 14,400 |
| Loans held for sale | 3,934 | 2,996 |
| Loans, net of allowance for credit losses of $27,688 and $25,826 | 2,685,990 | 2,536,043 |
| Premises and equipment | 31,864 | 33,828 |
| Goodwill | 86,358 | 86,358 |
| Loan servicing rights | 5,175 | 5,656 |
| Bank owned life insurance | 47,410 | 34,872 |
| Other assets | 39,331 | 45,181 |
| Total Assets | $3,434,382 | $3,364,723 |
| Liabilities and Stockholders' Equity | ||
| Liabilities | ||
| Deposits | ||
| Noninterest-bearing | $527,327 | $516,904 |
| Interest-bearing | ||
| NOW accounts | 876,151 | 850,462 |
| Savings | 729,472 | 671,818 |
| Time | 597,785 | 647,581 |
| Total deposits | 2,730,735 | 2,686,765 |
| Federal funds purchased and securities sold under agreement to repurchase | 37,718 | 27,218 |
| Federal Home Loan Bank (FHLB) advances | 227,377 | 246,056 |
| Subordinated notes, net of unamortized issuance costs | 34,933 | 34,818 |
| Dividend payable | 3,125 | 2,996 |
| Accrued expenses and other liabilities | 29,632 | 31,659 |
| Total liabilities | 3,063,520 | 3,029,512 |
| Commitments and Contingencies | ||
| Stockholders' Equity | ||
| Common stock - No par value authorized 40,000,000 shares 12/31/25 and 20,000,000 shares 12/31/24; issued 14,564,425 shares 12/31/25 and 12/31/24; outstanding 13,748,074 shares 12/31/25 and 13,699,536 shares 12/31/24 | 135,531 | 135,565 |
| Treasury stock - 816,351 shares 12/31/25 and 864,889 shares 12/31/24 | (10,636) | (10,985) |
| Retained earnings | 257,855 | 235,854 |
| Accumulated other comprehensive loss | (11,888) | (25,223) |
| Total stockholders' equity | 370,862 | 335,211 |
| Total Liabilities and Stockholders' Equity | $3,434,382 | $3,364,723 |
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Interest Income | |||
| Loans, including fees | $158,614 | $145,329 | $129,344 |
| Debt securities: | |||
| U.S. Treasury and government agencies | 8,811 | 5,542 | 4,090 |
| Municipalities | 1,479 | 1,554 | 1,598 |
| Dividends | 1,208 | 1,361 | 882 |
| Federal funds sold | - | 45 | 44 |
| Other | 3,432 | 9,741 | 3,850 |
| Total interest income | 173,544 | 163,572 | 139,808 |
| Interest Expense | |||
| Deposits | 58,179 | 64,463 | 46,923 |
| Federal funds purchased and securities sold under agreements to repurchase | 1,042 | 1,111 | 1,474 |
| Borrowed funds | 8,893 | 10,948 | 8,876 |
| Subordinated notes | 1,138 | 1,138 | 1,138 |
| Total interest expense | 69,252 | 77,660 | 58,411 |
| Net Interest Income - Before Provision for Credit Losses | 104,292 | 85,912 | 81,397 |
| Provision for Credit Losses - Loans | 2,596 | 944 | 1,698 |
| Provision for (Recovery of) Credit Losses - Off Balance Sheet Credit Exposures | (506) | (671) | 46 |
| Net Interest Income - After Provision for Credit Losses | 102,202 | 85,639 | 79,653 |
| Noninterest Income | |||
| Customer service fees | 1,418 | 1,324 | 1,332 |
| Other service charges and fees | 4,990 | 4,473 | 4,343 |
| Interchange income | 5,228 | 5,396 | 5,318 |
| Loan servicing income | 2,879 | 2,533 | 4,405 |
| Net gain on sale of loans | 1,291 | 859 | 699 |
| Increase in cash surrender value of bank owned life insurance | 1,370 | 965 | 834 |
| Net gain (loss) on sale of other assets owned | (41) | 71 | (135) |
| Net loss on sale of available-for-sale securities | - | - | (891) |
| Total noninterest income | 17,135 | 15,621 | 15,905 |
| Noninterest Expense | |||
| Salaries and wages | 31,590 | 30,168 | 26,915 |
| Employee benefits | 9,328 | 8,543 | 7,520 |
| Net occupancy expense | 4,430 | 4,152 | 3,833 |
| Furniture and equipment | 5,576 | 5,264 | 5,022 |
| Data processing | 3,687 | 1,447 | 3,147 |
| Franchise taxes | 1,588 | 1,542 | 1,487 |
| ATM expense | 2,593 | 1,670 | 2,611 |
| Advertising | 2,199 | 2,144 | 2,606 |
| FDIC assessment | 1,718 | 2,108 | 1,982 |
| Servicing rights amortization - net | 1,584 | 818 | 611 |
| Loan expense | 1,210 | 960 | 1,055 |
| Consulting fees | 1,663 | 877 | 832 |
| Professional fees | 1,929 | 1,793 | 1,430 |
| Intangible asset amortization | 1,780 | 1,780 | 1,780 |
| Other general and administrative | 5,937 | 5,421 | 6,373 |
| Total noninterest expense | 76,812 | 68,687 | 67,204 |
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Income Before Income Taxes | 42,525 | 32,573 | 28,354 |
| Income Taxes | 9,216 | 6,635 | 5,567 |
| Net Income | $33,309 | $25,938 | $22,787 |
| Basic Earnings Per Share | $2.43 | $1.90 | $1.67 |
| Diluted Earnings Per Share | $2.43 | $1.90 | $1.67 |
| Dividends Declared | $0.9000 | $0.8825 | $0.8500 |
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Net Income | $33,309 | $25,938 | $22,787 |
| Other Comprehensive Income (Net of Tax): | |||
| Net unrealized gain on available-for-sale securities | 16,880 | 4,797 | 10,781 |
| Reclassification adjustment for realized loss on sale of available-for-sale securities | - | - | 891 |
| Net unrealized gain on available-for-sale securities | 16,880 | 4,797 | 11,672 |
| Tax expense | 3,545 | 1,008 | 2,451 |
| Other comprehensive income | 13,335 | 3,789 | 9,221 |
| Comprehensive Income | $46,644 | $29,727 | $32,008 |
Consolidated Statements of Changes to Stockholders’ Equity
For the Years Ended December 31, 2025, 2024 and 2023
| Accumulated | ||||||
|---|---|---|---|---|---|---|
| Shares of · Other · Total | ||||||
| Common | Common | Treasury | Retained | Comprehensive | Stockholders' | |
| Stock | Stock | Stock | Earnings | Loss | Equity | |
| Balance - January 1, 2023 | 13,608,422 | 135,497 | (11,573) | 212,449 | (38,233) | 298,140 |
| Cumulative change in accounting principle | - | - | - | (3,371) | - | (3,371) |
| Balance - January 1, 2023 (as adjusted for change in accounting principle) | 13,608,422 | 135,497 | (11,573) | 209,078 | (38,233) | 294,769 |
| Net income | - | - | - | 22,787 | - | 22,787 |
| Other comprehensive income | - | - | - | - | 9,221 | 9,221 |
| Purchase of treasury stock | (10,704) | - | (218) | - | - | (218) |
| Issuance of 64,425 shares of restricted stock (Net of forfeitures - 6,350) | 57,875 | (1,263) | 641 | 622 | - | - |
| Stock-based compensation expense | - | 1,281 | - | - | - | 1,281 |
| Director stock awards | 9,048 | - | 110 | 70 | - | 180 |
| Cash dividends declared - $0.85 per share | - | - | - | (11,477) | - | (11,477) |
| Balance - December 31, 2023 | 13,664,641 | 135,515 | (11,040) | 221,080 | (29,012) | 316,543 |
| Net income | - | - | - | 25,938 | - | 25,938 |
| Other comprehensive income | - | - | - | - | 3,789 | 3,789 |
| Purchase of treasury stock | (28,391) | - | (664) | - | - | (664) |
| Issuance of 60,169 shares of restricted stock (Net of forfeitures - 5,811) | 54,358 | (1,311) | 608 | 703 | - | - |
| Stock-based compensation expense | - | 1,361 | - | - | - | 1,361 |
| Director stock awards | 8,928 | - | 111 | 77 | - | 188 |
| Cash dividends declared - $0.8825 per share | - | - | - | (11,944) | - | (11,944) |
| Balance - December 31, 2024 | 13,699,536 | 135,565 | (10,985) | 235,854 | (25,223) | 335,211 |
| Net income | - | - | - | 33,309 | - | 33,309 |
| Other comprehensive income | - | - | - | - | 13,335 | 13,335 |
| Purchase of treasury stock | (13,628) | - | (362) | - | - | (362) |
| Issuance of 60,673 shares of restricted stock (Net of forfeitures - 6,707) | 53,966 | (1,428) | 607 | 821 | - | - |
| Stock-based compensation expense | - | 1,394 | - | - | - | 1,394 |
| Director stock awards | 8,200 | - | 104 | 85 | - | 189 |
| Cash dividends declared - $0.90 per share | - | - | - | (12,214) | - | (12,214) |
| Balance - December 31, 2025 | 13,748,074 | $135,531 | $(10,636) | $257,855 | $(11,888) | $370,862 |
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Net income | $33,309 | $25,938 | $22,787 |
| Adjustments to reconcile net income to net cash from operating activities: | |||
| Depreciation | 3,624 | 3,774 | 3,383 |
| Amortization of premiums on available-for-sale securities, net | 37 | 1,087 | 1,500 |
| Capitalized additions to servicing rights | (1,103) | (826) | (2,710) |
| Servicing rights amortization and impairment | 1,584 | 818 | 611 |
| Amortization of core deposit intangible | 1,657 | 1,657 | 1,657 |
| Amortization of customer list intangible | 123 | 123 | 123 |
| Net accretion of fair value adjustments | (2,372) | (2,672) | (3,569) |
| Amortization of subordinated note issuance costs | 115 | 116 | 116 |
| Stock-based compensation expense | 1,394 | 1,361 | 1,281 |
| Director stock awards | 189 | 188 | 180 |
| Deferred income taxes | (126) | 307 | 2,228 |
| Provision for credit losses - loans | 2,596 | 944 | 1,698 |
| Provision for (recovery of) credit losses - off balance sheet credit exposures | (506) | (671) | 46 |
| Gain on sale of loans held for sale | (1,291) | (859) | (699) |
| Originations of loans held for sale | (62,841) | (53,650) | (36,399) |
| Proceeds from sale of loans held for sale | 63,194 | 52,157 | 36,349 |
| Gain on derivatives | (66) | (59) | (40) |
| Loss (gain) on sale of other assets owned | 41 | (71) | 135 |
| Loss on sales of available-for-sale securities | - | - | 891 |
| Increase in cash surrender value of bank owned life insurance | (1,370) | (965) | (834) |
| Change in other assets and other liabilities, net | (1,449) | 3,777 | (6,588) |
| Net cash provided by operating activities | 36,739 | 32,474 | 22,146 |
| Cash Flows from Investing Activities | |||
| Activity in available-for-sale securities: | |||
| Maturities, prepayments and calls | 69,700 | 34,759 | 24,021 |
| Sales | 1,374 | - | 21,963 |
| Purchases | (49,747) | (99,127) | (4,392) |
| Activity in other securities, at cost: | |||
| Purchases | - | - | (698) |
| Purchases of FHLB stock | (2,715) | (1,789) | (8,306) |
| Proceeds from redemption of FHLB stock | 4,083 | 2,146 | 1,665 |
| Purchase of bank owned life insurance | (18,000) | - | - |
| Proceeds from bank owned life insurance | 6,832 | - | - |
| Change in interest-bearing time deposits | 984 | 258 | 1,702 |
| Proceeds from sale of other assets owned | 170 | 92 | 219 |
| Additions to premises and equipment | (1,767) | (1,871) | (10,929) |
| Net (increase) decrease on loan originations and principal collections | (149,617) | 21,170 | (219,333) |
| Net cash used in investing activities | (138,703) | (44,362) | (194,088) |
| Cash Flows from Financing Activities | |||
| Net change in deposits | 43,970 | 79,302 | 138,939 |
| Net change in federal funds purchased and securities sold under agreements to repurchase | 10,500 | (1,000) | (25,988) |
| Proceeds of FHLB advances | 40,000 | 15,000 | 324,000 |
| Repayment of FHLB advances | (58,692) | (34,678) | (185,664) |
| Repayment of other borrowings | - | - | (10,000) |
| Purchase of treasury stock | (362) | (664) | (218) |
| Cash dividends paid on common stock | (12,085) | (11,922) | (11,335) |
| Net cash provided by financing activities | 23,331 | 46,038 | 229,734 |
| Net (Decrease) Increase in Cash and Cash Equivalents | (78,633) | 34,150 | 57,792 |
| Cash and Cash Equivalents - Beginning of Year | 176,351 | 142,201 | 84,409 |
| Cash and Cash Equivalents - End of Year | $97,718 | $176,351 | $142,201 |
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Supplemental Information | |||
| Supplemental cash flow information: | |||
| Interest paid | $69,906 | $76,498 | $55,119 |
| Federal income taxes paid | 8,710 | 3,000 | 4,900 |
| State income taxes paid | 202 | 100 | 521 |
| Supplemental noncash disclosures: | |||
| Transfer of loans to other real estate owned | 150 | - | - |
| Transfer of loans from loans held for sale | - | 932 | - |
| Cash dividends declared not paid | 3,125 | 2,996 | 2,974 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
The Farmers & Merchants Bancorp, Inc. (the Company) through its bank subsidiary, The Farmers & Merchants State Bank (the Bank) provides a variety of financial services to individuals and small businesses through its offices in Northwest Ohio, Northeast Indiana and Southeast Michigan.
Consolidation Policy
The consolidated financial statements include the accounts of Farmers & Merchants Bancorp, Inc. and its wholly-owned subsidiaries, The Farmers & Merchants State Bank (the Bank), a commercial banking institution and Farmers & Merchants Risk Management, Inc. (the Captive), a Captive insurance company which was dissolved in December 2023. The Bank includes F&M Insurance Agency, LLC, a subsidiary offering insurance products which was formed in November 2023. All significant inter-company balances and transactions have been eliminated.
Reclassification
Certain 2024 and 2023 amounts within the loans disclosure (Note 4) and the loan section of Management's Discussion and Analysis have been reclassified to conform with current year presentation to provide additional information to the reader. The reclassifications had no effect on income.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that 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 reporting period. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses. Actual results could differ from those estimates.
The determination of the adequacy of the allowance for credit losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral.
The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on local economic conditions in the communities we serve.
While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity ofthree months or less to be cash equivalents. This includes cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds sold are outstanding forone day periods.
Restrictions on Cash and Amounts Due from Banks
The Federal Reserve Bank did not require the Company to maintain minimum balances of cash on hand during the past three years. The Company and its subsidiaries maintain cash balances with high quality financial institutions. At times such balances may be in excess of the federally insured limits.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Securities
Debt securities are classified as available-for-sale. Securities available-for-sale are carried at fair value with unrealized gains and losses reported in other comprehensive income (loss). Net realized gains and losses on securities available for sale are included in noninterest income and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income (loss). Gains and losses on sales of securities are determined on the specific identification method.
Investment securities will at times depreciate to an unrealized loss position. Declines in the fair value of securities below their cost that are deemed to result from a deterioration in the credit quality of the issuer are recorded in the Company's consolidated statement of income as a component of the provision for credit loss. In estimating whether the unrealized loss requires an allowance for credit losses, management considers whether (1) the fair value of the security has significantly declined from book value, (2) a downgrade has occurred that lowered the credit rating, (3) dividends have been reduced or eliminated or scheduled interest payments have not been made and (4) management does not possess both the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. This situation would require an immediate write down to fair value. With the exception of the fourth factor, no one item by itself will necessarily signal that an allowance for credit losses on investment securities should be established,
If the unrealized loss is determined to be the result of a credit quality concerns, the present value of the cash flows expected to be collected is compared to the amortized cost basis. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Adjustments to the allowance are recorded in the Company's consolidated statement of income as a component of the provision for credit losses. The Company did not record an allowance for credit losses on its investment securities available for sale as the unrealized losses were attributed to changes in interest rates, not credit quality. Accrued interest receivable on available-for-sale debt securities totaled $1.8 million and $1.9 million at December 31, 2025 and 2024, respectively, and is included within other assets on the consolidated balance sheets. These amounts are excluded from the estimate of expected credit losses.
Other Securities
Other securities consist of stock in the Federal Home Loan Banks of Cincinnati and Indianapolis (the “FHLBs”), which is held to enable the Bank to conduct business with the entities. The FHLBs sell and purchase their stock at par. The FHLBs stock is carried at cost and held as collateral security for all indebtedness of the Bank to the Federal Home Loan Bank. The FHLBs stock is evaluated for impairment as conditions warrant.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and costs. Accrued interest receivable totaled $11.7 and $10.7 million at December 31, 2025 and December 31, 2024, respectively, and was reported in Other Assets on the Company’s consolidated balance sheets and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipated repayments.
Interest income on mortgage and commercial loans is discontinued and placed on nonaccrual status at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The Bank uses the following guidelines as stated in policy to determine when to realize a charge-off, whether a partial or full loan balance. Consumer loans are charged off at 90 days delinquent, unless the loan is secured and repossession of the collateral is assured and in process; then in lieu of charging off the entire loan balance, the loan may be written down to the discounted value of the collateral. Mortgage loans are charged off or charged down at 180 days delinquent or if there is a deficiency balance upon sale of collateral. Partial charge offs can occur upon recognition of lack of collateral value, but no later than 180 days past due. Commercial loans are charged off or charged down at 120 days delinquent, unless an established and approved work-out plan is agreed upon or the litigation of the loan will likely result in recovery of the loan balance. In the event of a bankruptcy filing by a borrower, unsecured debt is charged off upon notification and a partial charge off is made for under-secured portions of debt.
Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as a net adjustment to the related loan’s yield. The Bank is generally amortizing these costs over the contractual life of such loans.
Allowance for Credit Losses
The Allowance for Credit Losses (ACL) represents management’s estimate of expected credit losses inherent in the Bank’s loan portfolio and unfunded loan commitments at the report date. The ACL methodology is regularly reviewed for its appropriateness and is approved annually by the Board of Directors or a sub-committee of the Board of Directors, such as the Enterprise Risk Management Committee. This written methodology is consistent with Generally Accepted Accounting Principles which provides for a consistently applied analysis.
The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off. The ACL reflects the Company’s estimated credit losses over the life of the loan. Management assesses changes in prepayment assumptions, interest rates, collateral values, portfolio composition, trends in non-performing loans, and other economic factors. In addition to an extensive internal loan monitoring process, the Company also aims to have an annual external, independent loan review of approximately 35% of its commercial and agricultural loan portfolio segment. Management in turn assesses the results from the reviews to make changes in internal risk ratings of loans and the related ACL.
The Bank’s methodology provides an estimate of the expected credit losses either by calculating a reserve per credit or by applying our methodology to groupings based on similar risk characteristics. The loan portfolio was grouped based on loans of similar type, including acquired loans. The loan groupings for the ACL calculation consist of Commercial Real Estate, Commercial & Industrial, Agricultural Real Estate, Agricultural, Consumer Real Estate, and Consumer. All groups use the average charge-off method for calculating the ACL. This incorporates a historical loss period from March 2000, since Call Report data became more granular regarding loan groupings, and includes several economic cycles. As a percentage, the reserves are the highest against construction and development loans, while farmland loans have the lowest overall reserve due to having such low loss rates.
The Company is utilizing peer data from a peer group of banks in the region of Ohio, Michigan and Indiana with asset sizes less than $5 billion as of December 31, 2025. The reserves are calculated at the loan level and based on the note characteristics, essentially balances times loss rate + qualitative factors + forward look, with the forward looking forecast eliminated after 12 months. In order to provide a reasonable and supportable forward looking forecast, a regression analysis of the Bank’s historical loss rates against the Federal Open Market Committee (FOMC) quarterly economic projections for National Unemployment is completed. Annual projections are broken down using a straight-line approach for quarterly changes.
In addition to this quantitative analysis, management also utilizes qualitative analysis each quarter as a component of the ACL. The qualitative factors include nine categories: ability of staff, changes in collateral values, changes in loan concentration levels, economic conditions, external factors such as regulatory, level and trends in non-accrual or adversely classified loans, loan review results, nature and volume of the portfolio and loan terms, and changes in lending policies and procedures. The methodology allows for additional qualitative factors as other risks emerge. Items within these categories are ranked as baseline, low, medium, or high levels of risk, and the related risk level per
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
categories dictates the level of qualitative factor that is used depending on the standard deviation level from historical loss.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation; reserves for expected credit losses for collateral-dependent loans are based on the expected shortfall of the loan based on the discounted collateral value. This specific reserve portion of the ACL was $145 thousand at December 31, 2025 and $52 thousand at December 31, 2024. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. At 90 days delinquent, secured consumer loans are charged down to the value of the collateral, if repossession of the collateral is assured and/or in the process of repossession. Consumer mortgage loan deficiencies are charged down upon the sale of the collateral or sooner upon the recognition of collateral deficiency.
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a modification to a borrower experiencing financial difficulty will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The loan categories of off balance sheet exposures are the same as the loan categories for the ACL. The funding assumptions are updated each quarter based on expected utilization percentages.
For more information regarding the actual composition and classification of loans involved in the establishment of the allowance for credit loss, please see Note 4 provided here with the notes to consolidated financial statements.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized in a valuation allowance by charges to income.
Derivative Financial Instruments
The Company uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Company enters into interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position.
Designating an interest rate swap as an accounting hedge allows the Company to recognize gains and losses, less any ineffectiveness, in the Company's consolidated statements of income within the same period that the hedged item affects earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related interest rate swaps. The fair value of interest rate swaps with a positive fair value are reported in other assets in the Company's consolidated balance sheets while interest rate swaps with a negative fair value are reported in accrued expenses and other liabilities in the Company's consolidated balance sheets.
Net cash settlements on derivative financial instruments that qualify as hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Cash flows on hedges are classified in the Company's consolidated statements of cash flows in the same line as the cash flows of the item being hedged.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Servicing Assets
Servicing assets are recognized as separate assets when rights are acquired through purchase or sale of financial assets. These rights are composed of servicing rights for 1-4 family real estate loans and agricultural real estate loans. The Bank’s servicing rights relating to fixed rate 1-4 family real estate loans and agricultural real estate loans that it has sold without recourse but services for others for a fee represent an asset on the Bank’s balance sheet.
Capitalized servicing rights are amortized into noninterest expense in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to capitalized servicing rights. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. The 1-4 family real estate and agricultural real estate valuations are similar in concept; however, utilize different strata, prepayment speeds and other assumptions in order to account for the differences in behavior between agricultural real estate loans and 1-4 family real estate loans. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount for the stratum. Fees received for servicing loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in operating income as loan payments are received. Costs of servicing loans are charged to expense as incurred.
Goodwill and Other Intangible Assets
Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed for impairment at least annually. If possible impairment is likely, the Bank will utilize the assistance of an independent third party for an appraisal and any such impairment is recognized in the period identified. The goodwill impairment analysis consists of a first step goodwill impairment test which is used to identify potential impairment by comparing the fair value of the relevant reporting entity with its carrying value, including goodwill. The analysis is performed under guidance of FASB ASC 350. As of December 31, 2025, the Bank concluded it is unlikely impairment of goodwill has occurred from the goodwill established from the Bank’s prior acquisitions. Since the establishment of goodwill, there has beenno impairment recognized.
Other intangible assets consist of core deposit and customer list intangible assets arising from business acquisitions. They are initially measured at fair value and then are amortized on a straight-line method over their estimated useful lives and evaluated for impairment. These assets are included in other assets on the Company's consolidated balance sheets.
Qualified Affordable Housing Project Investments
The Company invests in certain qualified affordable housing projects. The Company has elected to account for its investment in qualified affordable housing projects using the proportional amortization method described in FASB ASU 2014-01, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Low-Income housing Tax Credit Projects (A Consensus of the FASB Emerging Issues Task Force)", which was updated in March 2023 and released as FASB ASU 2023-02. Under the proportional amortization method, an investor amortizes the initial cost of the investment to income tax expense in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. See Note 11 of the Notes to the Consolidated Financial Statements.
Off Balance Sheet Instruments
In the ordinary course of business, the Bank has entered into commitments to extend credit, including commitments, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Other Real Estate Owned
Other real estate held for sale is carried at the lower of fair value of the real estate minus estimated costs to sell the asset, or the cost of the assets. Costs of holding other real estate are charged to expense in the current period, except for significant property improvements, which are capitalized. Valuations are periodically performed by management and an allowance is established by a charge to noninterest expense if the carrying value exceeds the fair value minus the estimated costs to sell. The net loss from operations of other real estate held for sale is reported in noninterest expense. The Bank heldno other real estate at December 31, 2025 or December 31, 2024.
Premises and Equipment
Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is based on the estimated useful lives of the various properties and is computed using straight-line and accelerated methods. Costs for maintenance and repairs are charged to operations as incurred. Gains and losses on dispositions are included in current operations.
Bank Owned Life Insurance
Bank owned life insurance policies are carried at their cash surrender value. The Bank recognizes tax-free income from the periodic increases in the cash surrender value of these policies and from death benefits.
Revenue Recognition
Accounting Standards Codification 606, “Revenue from Contracts with Customers" (ASC 606) provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue generated from financial instruments, including loans and investment securities, are not included within the scope of ASC 606. Revenue-generating activities that are within the scope of ASC 606 that are presented as noninterest income in the Company’s consolidated statements of income include:
o
Customer service fees – these include miscellaneous service fees and transaction-based fees charged for certain services, such as credit card. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.
o
Other service charges and fees – these include service fees charged for deposit account maintenance and activity along with transaction-based fees charged for certain services, such as overdraft activities, returned check charges and wire transfers. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.
o
Interchange income – transaction-based fees charged for debit card. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.
Income Tax
The Company’s income tax expense consists of the following components for federal and state: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in tax expense. Based on management’s analysis, the Company did not have any uncertain tax positions as of December 31, 2025 and 2024. With a few exceptions, the Company is no longer subject to U.S. Federal, state or local examinations by tax authorities for years before 2022.
Earnings Per Share
Basic earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities (i.e. unvested restricted stock), not subject to performance based measures. Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding. Application of the two-class method for participating securities results in a more dilutive basic earnings per share as the participating securities are allocated the same amount of income as if they are outstanding for purposes of basic earnings per share. There is no additional potential dilution in calculating diluted earnings per share, therefore basic and diluted earnings per share are the same amounts. Other than the restricted stock plan, the Company has no other stock-based compensation plans.
Stock-Based Compensation
The fair value of restricted common stock is the fair market value on the date of grant. The fair value of restricted stock is amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is included in salaries and wages in the consolidated statements of income.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation – put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
Treasury Stock
Common stock shares repurchased are recorded at market value on date of purchase. Restricted shares when awarded are removed from treasury stock using the weighted average method.
Other Comprehensive Income (Loss)
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of other comprehensive income (loss).
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The components of other comprehensive income and related tax expense are as follows:
| (In Thousands) | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net unrealized gain on available-for-sale securities | $16,880 | $4,797 | $10,781 |
| Reclassification adjustment for loss on sale of available-for-sale securities | - | - | 891 |
| Net unrealized gain on available-for-sale securities | 16,880 | 4,797 | 11,672 |
| Tax expense | 3,545 | 1,008 | 2,451 |
| Other comprehensive income | $13,335 | $3,789 | $9,221 |
Advertising Expense
Advertising costs are generally expensed as incurred and are recorded as advertising, a component of noninterest expense.
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-06"Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative."The amendments in this Update are the result of the FASB’s decision to incorporate into the Accounting Standards Codification certain disclosure requirements, referred by the SEC, that require incremental information to US GAAP. Topics in the ASU that have applicability to the Company are as follows:
*Statement of Cash Flows - requires an accounting policy disclosure in annual periods of where cash flows associated with derivative instruments and their related gains and losses are presented in the statement of cash flows.
*Debt- requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings.
*Derivatives and Hedging - adds cross-reference to disclosure requirements related to where cash flows associated with derivative instruments and their related gains and losses are presented in the statement of cash flows.
The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Accounting Standards Codification and will not become effective for any entity. Management is reviewing the provisions of ASU 2023-06, and does not expect the adoption of the ASU to have a material effect on the Company’s financial statements.
In December 2023, the FASB issued ASU 2023-09"Income Taxes (Topic 740) - Improvements to Income Tax Disclosures."The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income tax rate). The amendments also require disclosure of the amount of income taxes paid (net of refunds received) disaggregated by federal (national) and state jurisdictions. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis and retrospective application is permitted. Management adopted the Update effective December 31, 2025, as required, without material effect on the Company’s financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
interim and annual reporting period (1) the Company disclose the amounts of (a) employee compensation, (b) depreciation, and (c) intangible asset amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed. (2) Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. (3) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. (4) Disclose the total amount of selling expenses and, in annual reporting periods, the Company’s definition of selling expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. Management is currently evaluating the Update and does not expect adoption of the Update to have a material effect on the Company’s financial position or results of operations.
In November 2025, the FASB issued ASU 2025-08 Financial Instruments—Credit Losses (Topic 326) — Purchased Loans. The amendments in this Update expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this Update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. All non- PCD (purchased financial asset with credit deterioration) loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this Update should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. Management is currently evaluating the Update and does not expect adoption of the Update to have a material effect on the Company’s financial position or results of operations.
In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) — Hedge Accounting Improvements. The amendments in this Update are intended to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments included in five issues addressed in this Update are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. The issues addressed in the ASU include:
(1) expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure to having a similar risk exposure;
(2) providing a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and interest rate tenor (that is, reset frequency) upon which interest is accrued (commonly referred to as “choose-your-rate” debt instruments);
(3) expanding hedge accounting for forecasted purchases and sales of nonfinancial assets;
(4) updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate. Specifically, the amendments in this Update eliminate the requirement to apply the net written option test to a compound derivative comprising a swap and a written option designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk; and
(5) eliminating the recognition and presentation mismatch related to a dual hedge strategy (that is, a hedge for which a foreign currency-denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk).
For public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance of this Update. Entities should apply the amendments in this Update on a prospective
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
basis for all hedging relationships. An entity may elect to adopt the amendments in this Update for hedging relationships that exist as of the date of adoption. Upon adoption of the amendments in this Update, entities are permitted to modify certain critical terms of certain existing hedging relationships without de-designating the hedge. Management is currently evaluating the Update and does not expect adoption of the Update to have a material effect on the Company’s financial position or results of operations.
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) -- Narrow-Scope Improvements. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the FASB Board focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. Management is currently evaluating the Update and does not expect adoption of the Update to have a material effect on the Company’s financial position or results of operations.
In December 2025, the FASB issued ASU 2025-12 Codification Improvements. The amendments in this Update represent changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The amendments in this Update are varied in nature and may affect the application of guidance in cases in which the original guidance may have been unclear. Codification improvements are generally not expected to have a significant effect on current accounting practice or result in significant costs to most entities. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Management is currently evaluating the Update and does not expect adoption of the Update to have a material effect on the Company’s financial position or results of operations.
Note 2 – Business Combination & Asset Purchase
Changes in accretable yield, or income expected to be collected, for the acquisition of Peoples Federal Savings and Loan completed in 2022, are as follows:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning Balance | $335 | $566 |
| Accretion | (231) | (231) |
| Disposals | - | - |
| Ending Balance | $104 | $335 |
Changes in accretable yield, or income expected to be collected, for the acquisition of Perpetual Federal Savings Bank completed in 2021, are as follows:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning Balance | $1,453 | $2,795 |
| Additions | - | - |
| Accretion | (1,341) | (1,342) |
| Ending Balance | $112 | $1,453 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Changes in accretable yield, or income expected to be collected, for the acquisition of Ossian State Bank completed in 2021, are as follows:
| (In Thousands) | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Beginning Balance | $107 | $294 | |
| Additions | 2 | - | |
| Accretion | (108) | (175) | |
| Disposals | (1) | (12) | |
| Ending Balance | $ | - | $107 |
Accretable yield, or income expected to be collected, for the acquisition of Bank of Geneva completed in 2019, are as follows:
| (In Thousands) | ||
|---|---|---|
| Beginning Balance | $363 | |
| Additions | 1 | |
| Accretion | (364) | |
| Ending Balance | $ | - |
The acquisition of Bank of Geneva resulted in the recognition of $3.9 million in core deposit intangible assets, the acquisition of Ossian State Bank resulted in the recognition of $980 thousand in core deposits assets, the acquisition of Perpetual Federal Savings Bank resulted in the recognition of $668 thousand in core deposits and the acquisition of Peoples Federal Savings and Loan resulted in the recognition of $6.0 million in core deposits which are all being amortized over the remaining economic useful life of 7 years on a straight-line basis. Core deposit intangible is included in other assets on the Company's consolidated balance sheets.
The amortization expense for the years ended December 31, 2025, 2024 and 2023 was $1.7 million for each of the three years presented.
Future amortization expense of core deposit intangible assets is as follows:
| (In Thousands) | ||||
|---|---|---|---|---|
| Ossian · Perpetual · Peoples · Total | ||||
| 2026 | $140 | $95 | $861 | $1,096 |
| 2027 | 140 | 95 | 861 | 1,096 |
| 2028 | 47 | 72 | 861 | 980 |
| 2029 | - | - | 646 | 646 |
| Total | $327 | $262 | $3,229 | $3,818 |
The purchase of Adams County Financial Resources in 2020 resulted in the allocation of $800 thousand to customer list intangible, included in other assets, to be amortized over 6.5 years on a straight-line basis.
The customer list intangible amortization expense for the years ended December 31, 2025, 2024 and 2023 was $123 thousand for each of the three years presented. Future amortization expense of customer list intangible is as follows:
| (In Thousands) | |
|---|---|
| 2026 | $123 |
| 2027 | 49 |
| Total | $172 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 3 – Securities
The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:
| (In Thousands) | ||||
|---|---|---|---|---|
| Gross · Gross | ||||
| Amortized | Unrealized | Unrealized | Fair | |
| Cost | Gains | Losses | Value | |
| Available-for-Sale: | ||||
| U.S. Treasury | $91,988 | $157 | $(2,292) | $89,853 |
| U.S. Government agencies | 136,026 | 116 | (4,181) | 131,961 |
| Mortgage-backed securities | 150,081 | 1,034 | (7,733) | 143,382 |
| State and local governments | 59,025 | 71 | (2,220) | 56,876 |
| Total available-for-sale securities | $437,120 | $1,378 | $(16,426) | $422,072 |
| (In Thousands) | ||||
|---|---|---|---|---|
| Gross · Gross | ||||
| Amortized | Unrealized | Unrealized | Fair | |
| Cost | Gains | Losses | Value | |
| Available-for-Sale: | ||||
| U.S. Treasury | $111,397 | $17 | $(5,415) | $105,999 |
| U.S. Government agencies | 144,660 | - | (9,494) | 135,166 |
| Mortgage-backed securities | 133,268 | 17 | (12,654) | 120,631 |
| State and local governments | 69,159 | 28 | (4,427) | 64,760 |
| Total available-for-sale securities | $458,484 | $62 | $(31,990) | $426,556 |
Information pertaining to securities with gross unrealized losses at December 31, 2025 and 2024, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:
| (In Thousands) | ||||
|---|---|---|---|---|
| Less Than Twelve Months · Twelve Months & Over | ||||
| Gross | Gross | |||
| Unrealized | Fair | Unrealized | Fair | |
| Losses | Value | Losses | Value | |
| U.S. Treasury | $(5) | $7,038 | $(2,287) | $50,161 |
| U.S. Government agencies | - | - | (4,181) | 120,103 |
| Mortgage-backed securities | (50) | 8,214 | (7,683) | 59,386 |
| State and local governments | (6) | 2,534 | (2,214) | 45,202 |
| Total available-for-sales securities | $(61) | $17,786 | $(16,365) | $274,852 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | ||||
|---|---|---|---|---|
| Less Than Twelve Months · Twelve Months & Over | ||||
| Gross | Gross | |||
| Unrealized | Fair | Unrealized | Fair | |
| Losses | Value | Losses | Value | |
| U.S. Treasury | $(467) | $31,533 | $(4,948) | $62,151 |
| U.S. Government agencies | - | - | (9,494) | 131,335 |
| Mortgage-backed securities | (668) | 51,236 | (11,986) | 66,877 |
| State and local governments | (224) | 8,631 | (4,203) | 53,091 |
| Total available-for-sales securities | $(1,359) | $91,400 | $(30,631) | $313,454 |
Unrealized losses on securities have not been recognized into income because the issuers’ bonds are of high credit quality, values have only been impacted by rate changes, and the Company has the intent and ability to hold the securities for the foreseeable future. The fair value is expected to recover as the bonds approach the maturity date.
The Company hadno realized gains on sales of investment securities during the years ended December 31, 2025 and 2024. Sales of $22.0 million in 2023 generated gross realized losses for the year ended December 31, 2023 as presented below:
| (In Thousands) | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | |||||
| Gross realized gains · $ · - · $ · - · $ · - | |||||
| Gross realized losses | - | - | (891) | ||
| Net realized losses | $ | - | $ | - | $(891) |
| Tax benefit related to net realized losses | $ | - | $ | - | $(187) |
The net realized loss on sales and related tax benefit is a reclassification out of accumulated other comprehensive loss. The net realized loss is included in net loss on sale of securities available-for-sale and the related tax benefit is included in income taxes in the consolidated statements of income.
The amortized cost and fair value of debt securities at December 31, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| (In Thousands) | ||
|---|---|---|
| Amortized | ||
| Cost | Fair Value | |
| One year or less | $68,153 | $67,329 |
| After one year through five years | 208,527 | 201,123 |
| After five years through ten years | 10,359 | 10,238 |
| After ten years | - | - |
| Total | $287,039 | $278,690 |
| Mortgage-backed securities | 150,081 | 143,382 |
| Total | $437,120 | $422,072 |
Investments with a carrying value and fair value of $238.2 million at December 31, 2025 and $221.9 million at December 31, 2024 were pledged to secure public deposits and securities sold under repurchase agreements. Investments with a carrying value of $28.3 million and $29.9 million as of December 31, 2025 and December 31, 2024, respectively, were pledged to the Federal Reserve's Discount Window to provide additional borrowing capacity.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 4 - Loans
The Company had $3.9 million in loans held for sale at December 31, 2025 as compared to $3.0 million in loans held for sale at December 31, 2024.
Loan balances at December 31 are summarized below:
| (In Thousands) | ||
|---|---|---|
| Loans: | 2025 | 2024 |
| Consumer Real Estate | $526,439 | $520,114 |
| Agricultural Real Estate | 217,034 | 216,401 |
| Agricultural | 218,050 | 152,080 |
| Commercial Real Estate | 1,355,571 | 1,310,811 |
| Commercial and Industrial | 314,405 | 275,152 |
| Consumer | 58,838 | 63,009 |
| Other | 23,133 | 24,978 |
| 2,713,470 | 2,562,545 | |
| Less: Net deferred loan fees and costs | (1,511) | (1,750) |
| 2,711,959 | 2,560,795 | |
| Less: Allowance for credit losses | (27,688) | (25,826) |
| Less: Basis adjustment related to fair value hedges | 1,719 | 1,074 |
| Loans - Net | $2,685,990 | $2,536,043 |
Following are the characteristics and underwriting criteria for each major type of loan the Bank offers:
Consumer Real Estate: Purchase, refinance, or equity financing of one to four family owner occupied dwelling. Success in repayment is subject to borrower’s income, debt level, character in fulfilling payment obligations, employment, and other factors.
Agricultural Real Estate: Purchase of farm real estate or for permanent improvements to the farm real estate. Cash flow from the farm operation is the repayment source and is therefore subject to the financial success of the farm operation.
Agricultural: Loans for the production and housing of crops, fruits, vegetables, and livestock or to fund the purchase or refinance of capital assets such as machinery and equipment and livestock. The production of crops and livestock is especially vulnerable to commodity prices and weather.
Commercial Real Estate: Construction, purchase, and refinance of business purpose real estate. Risks include potential construction delays and overruns, vacancies, collateral value subject to market value fluctuations, interest rate, market demands, borrower’s ability to repay in orderly fashion, and other factors.
Commercial and Industrial: Loans to proprietorships, partnerships, or corporations to provide temporary working capital and seasonal loans as well as long term loans for capital asset acquisition. Risks include adequacy of cash flow, reasonableness of projections, financial leverage, economic trends, management ability and estimated capital expenditures during the fiscal year.
Consumer: Funding for individual and family purposes. Success in repayment is subject to borrower’s income, debt level, character in fulfilling payment obligations, employment and other factors.
Other: Primarily funds public improvements in the Bank’s service area. Repayment ability is based on the continuance of the taxation revenue as the source of repayment.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table shows the contractual maturity by portfolio segment at amortized cost excluding fair value adjustments related to acquisitions at December 31, 2025:
| (In Thousands) | |||||
|---|---|---|---|---|---|
| After One · After Five | |||||
| Within · Year Within · Years Within · After | |||||
| One Year | Five Years | Fifteen Years | Fifteen Years | Total | |
| Consumer Real Estate | $11,427 | $25,060 | $188,320 | $302,571 | $527,378 |
| Agricultural Real Estate | 10,367 | 8,974 | 67,475 | 130,126 | 216,942 |
| Agricultural | 117,961 | 64,885 | 31,115 | 4,386 | 218,347 |
| Commercial Real Estate | 60,694 | 569,512 | 545,044 | 177,786 | 1,353,036 |
| Commercial and Industrial | 139,242 | 114,499 | 59,486 | 922 | 314,149 |
| Consumer | 2,588 | 41,292 | 15,660 | 35 | 59,575 |
| Other | 194 | 1,618 | 21,321 | - | 23,133 |
| $342,473 | $825,840 | $928,421 | $615,826 | $2,712,560 | |
The distribution of fixed rate loans and variable rate loans by portfolio segment is as follows as of December 31, 2025:
| (In Thousands) | ||
|---|---|---|
| Fixed | Variable | |
| Rate | Rate | |
| Consumer Real Estate | $267,368 | $259,071 |
| Agricultural Real Estate | 104,902 | 112,132 |
| Agricultural | 63,789 | 154,261 |
| Commercial Real Estate | 800,127 | 555,444 |
| Commercial and Industrial | 147,465 | 166,940 |
| Consumer | 58,809 | 29 |
| Other | 13,709 | 9,424 |
| $1,456,169 | $1,257,301 | |
Variable rate loans that have reached ceiling or floor limits are reported as fixed rate loans until such time as their rates adjust away from those limits.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table represents the contractual aging at amortized cost in past due loans by portfolio segment of loans as of December 31, 2025 and 2024:
| (In Thousands) | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Financing Receivables |
| Consumer Real Estate | $3,536 | $919 | $766 | $5,221 | $521,822 | $527,043 |
| Agricultural Real Estate | 516 | - | 130 | 646 | 216,184 | 216,830 |
| Agricultural | - | 1,444 | 50 | 1,494 | 216,851 | 218,345 |
| Commercial Real Estate | 56 | - | 141 | 197 | 1,352,822 | 1,353,019 |
| Commercial and Industrial | - | - | - | - | 314,096 | 314,096 |
| Consumer | 198 | 35 | 83 | 316 | 59,177 | 59,493 |
| Other | - | - | - | - | 23,133 | 23,133 |
| Total | $4,306 | $2,398 | $1,170 | $7,874 | $2,704,085 | $2,711,959 |
| (In Thousands) | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Financing Receivables |
| Consumer Real Estate | $2,533 | $547 | $559 | $3,639 | $516,753 | $520,392 |
| Agricultural Real Estate | 651 | - | - | 651 | 215,486 | 216,137 |
| Agricultural | 44 | - | 79 | 123 | 152,258 | 152,381 |
| Commercial Real Estate | 54 | 141 | 360 | 555 | 1,307,906 | 1,308,461 |
| Commercial and Industrial | 122 | 5 | 57 | 184 | 274,635 | 274,819 |
| Consumer | 365 | 19 | 62 | 446 | 63,181 | 63,627 |
| Other | - | - | - | - | 24,978 | 24,978 |
| Total | $3,769 | $712 | $1,117 | $5,598 | $2,555,197 | $2,560,795 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following tables present the amortized cost of nonaccrual loans by portfolio segment as of December 31, 2025 and December 31, 2024:
| (In Thousands) | ||||
|---|---|---|---|---|
| Nonaccrual · Loans Past | ||||
| With No · Due Over | ||||
| Allowance · 89 Days | ||||
| for Credit Loss · Nonaccrual · Still Accruing | ||||
| Consumer Real Estate | $3,339 | $4,050 | $ | - |
| Agricultural Real Estate | 5,347 | 5,347 | - | |
| Agricultural | 1,441 | 1,441 | - | |
| Commercial Real Estate | 141 | 141 | - | |
| Commercial & Industrial | - | 134 | - | |
| Consumer | 143 | 143 | - | |
| Total | $10,411 | $11,256 | $ | - |
| (In Thousands) | ||||
|---|---|---|---|---|
| Nonaccrual · Loans Past | ||||
| With No · Due Over | ||||
| Allowance · 89 Days | ||||
| for Credit Loss · Nonaccrual · Still Accruing | ||||
| Consumer Real Estate | $1,637 | $2,369 | $ | - |
| Agricultural Real Estate | 130 | 130 | - | |
| Agricultural | 90 | 90 | - | |
| Commercial Real Estate | 360 | 360 | - | |
| Commercial & Industrial | 57 | 57 | - | |
| Consumer | 118 | 118 | - | |
| Total | $2,392 | $3,124 | $ | - |
Interest income on nonaccrual loans, recognized on a cash basis, was $146 thousand and $93 thousand for the years ended December 31, 2025 and 2024, respectively.
The Bank uses a nine tier risk rating system to grade its loans. The grade of a loan may change during the life of the loan.
The risk ratings are described as follows.
Zero (0) Unclassified. Any loan which has not been assigned a classification.
One (1) Excellent. Credit to premier customers having the highest credit rating based on an extremely strong financial condition, which compares favorably with industry standards (upper quartile of RMA ratios). Financial statements indicate a sound earnings and financial ratio trend for several years with satisfactory profit margins and excellent liquidity exhibited. Prime credits may also be borrowers with loans fully secured by highly liquid collateral such as traded stocks, bonds, certificates of deposit, savings account, etc. No credit or collateral exceptions exist, and the loan adheres to The Bank's loan policy in every respect. Financing alternatives would be readily available and would qualify for unsecured credit. This rate is summarized by high liquidity, minimum risk, strong ratios, and low handling costs.
Two (2) Good. Desirable loans of somewhat less stature than rate 1, but with strong financial statements. Loan supported by financial statements containing strong balance sheets and a history of profitability.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Probability of serious financial deterioration is unlikely. Possessing a sound repayment source (and a secondary source), which would allow repayment in a reasonable period of time. Individual loans backed by liquid personal assets, established history and unquestionable character.
Three (3) Satisfactory. Satisfactory loans of average or slightly above average risk – having some deficiency or vulnerability to changing economic conditions, but still fully collectible. Projects should normally demonstrate acceptable debt service coverage. There may be some weakness but with offsetting features of other support readily available. Loans that are meeting the terms of repayment.
Loans may be rated 3 when there is no recent information on which to base a current risk evaluation and the following conditions apply:
At inception, the loan was properly underwritten and did not possess an unwarranted level of credit risk;
a.
At inception, the loan was secured with collateral possessing a loan-to-value adequate to protect The Bank from loss;
b.
The loan exhibitedtwo or more years of satisfactory repayment with a reasonable reduction of the principal balance;
c.
During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the business is in an industry which is known to be experiencing problems. If any of these credit weaknesses is observed, a lower risk rating is warranted.
Four (4) Satisfactory / Monitored. A “4” (Satisfactory/Monitored) risk rating may be established for a loan considered satisfactory but which is of average credit risk due to financial weakness or uncertainty. The loans warrant a higher than average level of monitoring to ensure that weaknesses do not advance. The level of risk in Satisfactory/Monitored classification is considered acceptable and within normal underwriting guidelines, so long as the loan is given management supervision.
Five (5) Special Mention. Loans that possess some credit deficiency or potential weakness which deserve close attention, but which do not yet warrant substandard classification. Such loans pose unwarranted financial risk that, if not corrected, could weaken the loan and increase risk in the future. The key distinctions of a 5 (Special Mention) classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered “potential” versus “defined” impairments to the primary source of loan repayment and collateral.
Six (6) Substandard. One or more of the following characteristics may be exhibited in loans classified substandard:
a.
Loans which possess a defined credit weakness and the likelihood that a loan will be paid from the primary source are uncertain. Financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss.
b.
Loans are inadequately protected by the current net worth and paying capacity of the borrower.
c.
The primary source of repayment is weakened, and The Bank is forced to rely on a secondary source of repayment such as collateral liquidation or guarantees.
d.
Loans are characterized by the distinct possibility that The Bank will sustain some loss if deficiencies are not corrected.
e.
Unusual courses of action are needed to maintain a high probability of repayment.
f.
The borrower is not generating enough cash flow to repay loan principal; however, continues to make interest payments.
g.
The lender is forced into a subordinate position or unsecured collateral position due to flaws in documentation.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
h.
Loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms.
i.
The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan
j.
There is significant deterioration in the market conditions and the borrower is highly vulnerable to these conditions.
Seven (7) Doubtful. One or more of the following characteristics may be exhibited in loans classified Doubtful:
a.
Loans have all of the weaknesses of those classified as Substandard. Additionally, however, these weaknesses make collection or liquidation in full based on existing conditions improbable.
b.
The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment.
c.
The possibility of loss is high, but, because of certain important pending factors which may strengthen the loan, loss classification is deferred until its exact status is known. A Doubtful classification is established deferring the realization of the loss.
Eight (8) Loss. Loans are considered uncollectable and of such little value that continuing to carry them as assets on the institution’s financial statements is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following tables present the risk category of loans at amortized cost by portfolio segment and year of origination, based on the most recent analysis performed as of December 31, 2025 and 2024:
| (In Thousands) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||||||||||||
| Revolving · Revolving | ||||||||||||||||||||
| Loans · Loans | ||||||||||||||||||||
| Term · Amortized · Converted · Grand | ||||||||||||||||||||
| 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total · Cost Basis · to Term · Total | ||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $52,684 | $28,385 | $52,324 | $71,008 | $82,628 | $150,780 | $437,809 | $83,296 | $462 | $521,567 | ||||||||||
| Special Mention (5) | - | - | - | - | 131 | 47 | 178 | 19 | - | 197 | ||||||||||
| Substandard (6) | 259 | 746 | 578 | 492 | 1,318 | 1,694 | 5,087 | 23 | 169 | 5,279 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Consumer Real Estate | $52,943 | $29,131 | $52,902 | $71,500 | $84,077 | $152,521 | $443,074 | $83,338 | $631 | $527,043 | ||||||||||
| Gross charge-offs YTD | $ | - | $ | - | $20 | $ | - | $ | - | $ | - | $20 | $ | - | $ | - | $20 | |||
| Agricultural Real Estate | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $28,079 | $20,758 | $23,792 | $30,919 | $20,242 | $84,889 | $208,679 | $88 | $ | - | $208,767 | |||||||||
| Special Mention (5) | - | - | - | 32 | - | 282 | 314 | - | - | 314 | ||||||||||
| Substandard (6) | - | 4,890 | 863 | 845 | 1,065 | 86 | 7,749 | - | - | 7,749 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Agricultural Real Estate | $28,079 | $25,648 | $24,655 | $31,796 | $21,307 | $85,257 | $216,742 | $88 | $ | - | $216,830 | |||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| Agricultural | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $40,636 | $7,157 | $6,692 | $8,617 | $3,157 | $4,373 | $70,632 | $126,147 | $419 | $197,198 | ||||||||||
| Special Mention (5) | 53 | 22 | - | 305 | 11 | - | 391 | 4,417 | - | 4,808 | ||||||||||
| Substandard (6) | 2,293 | 29 | 90 | 44 | - | - | 2,456 | 13,883 | - | 16,339 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Agricultural | $42,982 | $7,208 | $6,782 | $8,966 | $3,168 | $4,373 | $73,479 | $144,447 | $419 | $218,345 | ||||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||||||||||||
| Revolving · Revolving | ||||||||||||||||||||
| Loans · Loans | ||||||||||||||||||||
| Term · Amortized · Converted · Grand | ||||||||||||||||||||
| 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total · Cost Basis · to Term · Total | ||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $244,689 | $132,260 | $157,885 | $362,675 | $175,569 | $160,103 | $1,233,181 | $5,369 | $ | - | $1,238,550 | |||||||||
| Special Mention (5) | 4,355 | 1,211 | 23,915 | 12,380 | 12,381 | 2,088 | 56,330 | - | - | 56,330 | ||||||||||
| Substandard (6) | 1,814 | 55 | 34,868 | 13,274 | 1,357 | 6,771 | 58,139 | - | - | 58,139 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Commercial Real Estate | $250,858 | $133,526 | $216,668 | $388,329 | $189,307 | $168,962 | $1,347,650 | $5,369 | $ | - | $1,353,019 | |||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| Commercial & Industrial | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $58,239 | $20,557 | $38,008 | $28,674 | $10,454 | $6,310 | $162,242 | $135,200 | $45 | $297,487 | ||||||||||
| Special Mention (5) | 545 | 42 | 2,418 | 63 | 165 | - | 3,233 | 1,049 | - | 4,282 | ||||||||||
| Substandard (6) | - | 33 | 259 | 21 | 135 | - | 448 | 11,745 | - | 12,193 | ||||||||||
| Doubtful (7) | - | 134 | - | - | - | - | 134 | - | - | 134 | ||||||||||
| Total Commercial & Industrial | $58,784 | $20,766 | $40,685 | $28,758 | $10,754 | $6,310 | $166,057 | $147,994 | $45 | $314,096 | ||||||||||
| Gross charge-offs YTD | $ | - | $27 | $147 | $26 | $ | - | $50 | $250 | $ | - | $ | - | $250 | ||||||
| Other | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $600 | $ | - | $ | - | $ | - | $14,870 | $3,997 | $19,467 | $ | - | $ | - | $19,467 | |||||
| Special Mention (5) | - | - | - | - | - | 3,666 | 3,666 | - | - | 3,666 | ||||||||||
| Substandard (6) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Other | $600 | $ | - | $ | - | $ | - | $14,870 | $7,663 | $23,133 | $ | - | $ | - | $23,133 | |||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||||||||||||
| Revolving · Revolving | ||||||||||||||||||||
| Loans · Loans | ||||||||||||||||||||
| Term · Amortized · Converted · Grand | ||||||||||||||||||||
| 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total · Cost Basis · to Term · Total | ||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $40,257 | $64,316 | $79,503 | $89,800 | $74,996 | $106,007 | $454,879 | $61,097 | $237 | $516,213 | ||||||||||
| Special Mention (5) | - | - | 37 | 551 | - | 119 | 707 | 19 | - | 726 | ||||||||||
| Substandard (6) | 143 | 239 | 529 | 786 | 465 | 1,040 | 3,202 | 236 | 15 | 3,453 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Consumer Real Estate | $40,400 | $64,555 | $80,069 | $91,137 | $75,461 | $107,166 | $458,788 | $61,352 | $252 | $520,392 | ||||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $13 | $13 | $ | - | $ | - | $13 | |||
| Agricultural Real Estate | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $23,817 | $28,088 | $34,469 | $22,983 | $23,639 | $76,964 | $209,960 | $92 | $ | - | $210,052 | |||||||||
| Special Mention (5) | - | - | - | - | - | 13 | 13 | - | - | 13 | ||||||||||
| Substandard (6) | 5,696 | - | 371 | - | - | 5 | 6,072 | - | - | 6,072 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Agricultural Real Estate | $29,513 | $28,088 | $34,840 | $22,983 | $23,639 | $76,982 | $216,045 | $92 | $ | - | $216,137 | |||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| Agricultural | ||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||
| Pass (1-4) | $14,915 | $10,500 | $14,381 | $5,616 | $3,204 | $3,911 | $52,527 | $98,283 | $ | - | $150,810 | |||||||||
| Special Mention (5) | - | 13 | - | 8 | - | - | 21 | 30 | - | 51 | ||||||||||
| Substandard (6) | - | 21 | - | - | 29 | - | 50 | 1,470 | - | 1,520 | ||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||
| Total Agricultural | $14,915 | $10,534 | $14,381 | $5,624 | $3,233 | $3,911 | $52,598 | $99,783 | $ | - | $152,381 | |||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||||||||||||||
| Revolving · Revolving | ||||||||||||||||||||||
| Loans · Loans | ||||||||||||||||||||||
| Term · Amortized · Converted · Grand | ||||||||||||||||||||||
| 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total · Cost Basis · to Term · Total | ||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||||
| Pass (1-4) | $128,608 | $200,192 | $413,106 | $218,309 | $110,435 | $188,239 | $1,258,889 | $ | - | $ | - | $1,258,889 | ||||||||||
| Special Mention (5) | - | - | 12,590 | - | 1,352 | 753 | 14,695 | - | - | 14,695 | ||||||||||||
| Substandard (6) | - | 34,299 | - | - | - | 578 | 34,877 | - | - | 34,877 | ||||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | |||||||||||||
| Total Commercial Real Estate | $128,608 | $234,491 | $425,696 | $218,309 | $111,787 | $189,570 | $1,308,461 | $ | - | $ | - | $1,308,461 | ||||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $15 | $15 | $ | - | $ | - | $15 | |||||
| Commercial & Industrial | ||||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||||
| Pass (1-4) | $31,933 | $54,581 | $39,665 | $15,047 | $13,480 | $1,294 | $156,000 | $113,446 | $222 | $269,668 | ||||||||||||
| Special Mention (5) | - | 137 | - | 188 | 26 | 416 | 767 | 459 | - | 1,226 | ||||||||||||
| Substandard (6) | 39 | 348 | 29 | - | - | 28 | 444 | 3,481 | - | 3,925 | ||||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||||
| Total Commercial & Industrial | $31,972 | $55,066 | $39,694 | $15,235 | $13,506 | $1,738 | $157,211 | $117,386 | $222 | $274,819 | ||||||||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $101 | $ | - | $101 | $ | - | $5 | $106 | ||||||||
| Other | ||||||||||||||||||||||
| Risk Rating | ||||||||||||||||||||||
| Pass (1-4) | $ | - | $ | - | $ | - | $15,829 | $5,068 | $4,081 | $24,978 | $ | - | $ | - | $24,978 | |||||||
| Special Mention (5) | - | - | - | - | - | - | - | - | - | - | ||||||||||||
| Substandard (6) | - | - | - | - | - | - | - | - | - | - | ||||||||||||
| Doubtful (7) | - | - | - | - | - | - | - | - | - | - | ||||||||||||
| Total Other | $ | - | $ | - | $ | - | $15,829 | $5,068 | $4,081 | $24,978 | $ | - | $ | - | $24,978 | |||||||
| Gross charge-offs YTD | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
For consumer loans, the Company evaluates credit quality based on the aging status of the loan, as was previously stated, and by payment performance. Consumer loans are placed on nonperforming status in the event that the loan is in past due status for more than 90 days or payment in full of principal and interest is not expected. The following tables present the amortized cost based on payment performance as of December 31, 2025 and 2024 by year of origination:
| (In Thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||
| Revolving | ||||||||||
| Loans | ||||||||||
| Term · Amortized · Grand | ||||||||||
| 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total · Cost Basis · Total | ||||||||||
| Consumer | ||||||||||
| Payment Performance | ||||||||||
| Performing | $24,156 | $8,134 | $7,852 | $15,191 | $2,671 | $816 | $58,820 | $527 | $59,347 | |
| Nonperforming | 92 | 1 | 20 | 14 | 15 | 4 | 146 | - | 146 | |
| Total Consumer | $24,248 | $8,135 | $7,872 | $15,205 | $2,686 | $820 | $58,966 | $527 | $59,493 | |
| Gross charge-offs YTD | $339 | $58 | $129 | $169 | $61 | $2 | $758 | $ | - | $758 |
| (In Thousands) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||||
| Revolving | ||||||||||||
| Loans | ||||||||||||
| Term · Amortized · Grand | ||||||||||||
| 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total · Cost Basis · Total | ||||||||||||
| Consumer | ||||||||||||
| Payment Performance | ||||||||||||
| Performing | $13,437 | $13,521 | $27,264 | $5,917 | $2,310 | $582 | $63,031 | $477 | $63,508 | |||
| Nonperforming | 40 | - | 40 | 35 | 4 | - | 119 | - | 119 | |||
| Total Consumer | $13,477 | $13,521 | $27,304 | $5,952 | $2,314 | $582 | $63,150 | $477 | $63,627 | |||
| Gross charge-offs YTD | $201 | $69 | $62 | $14 | $ | - | $ | - | $346 | $ | - | $346 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table presents collateral-dependent loans grouped by portfolio segment as of December 31, 2025 and 2024:
| (In Thousands) | ||
|---|---|---|
| Collateral | ||
| Dependent Loans | ||
| December 31, 2025 | December 31, 2024 | |
| Consumer Real Estate | $4,016 | $2,384 |
| Agricultural Real Estate | 1,433 | 125 |
| Agricultural | 5,261 | 50 |
| Commercial Real Estate | 141 | 360 |
| Commercial & Industrial | 40 | 28 |
| Consumer | 14 | 41 |
| Total | $10,905 | $2,988 |
The Bank periodically evaluates collateral asset values for collateral dependent loans to determine fair value and to measure any anticipated shortfall. Maximum time of re-evaluation is every 12 months for chattels and titled vehicles and everytwo years for real estate. In this process, third party evaluations are obtained. Until such time that updated appraisals are received, the Bank may discount the collateral value used.
The collateral securing the agricultural collateral dependent loans as of December 31, 2025 includes primarily farmland and rental properties, and to a lesser extent, farm and transportation equipment.
The specific reserve portion of the ACL for collateral dependent loans was $145 thousand and $52 thousand at December 31, 2025 and 2024, respectively.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The Company periodically modifies a loan for a borrower experiencing financial difficulty in an effort to enhance the borrowers' performance on the note. Modification programs focused on payment pattern changes and/or modified maturity dates with most receiving a combination of the two concessions. The modifications normally donot result in the contractual forgiveness of principal. No modifications to borrowers experiencing financial difficulty were made during 2025 or 2024.
For the years ended December 31, 2025 and 2024, there wereno modifications to borrowers experiencing financial difficulty that subsequently defaulted after modification.
As of December 31, 2025, the Company hadno foreclosed residential real estate property obtained by physical possession and $1.4 million of consumer real estate loans secured by residential real estate properties for which foreclosure proceedings were in process according to local jurisdictions. This compares to the Company havingno foreclosed residential real estate property obtained by physical possession and $890 thousand of consumer real estate loans secured by residential real estate properties for which foreclosure proceedings were in process according to local jurisdictions as of December 31, 2024.
On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") No. 2016-13 - "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and implemented the current expected credit losses accounting standard. As a result, the Company recorded a one-time adjustment from equity into the allowance for credit losses and unfunded commitment liability in the amount of $4.5 million, or $3.4 million, net of tax.
Allowance for Credit Losses (ACL) has a direct impact on the provision expense. An increase in the ACL is funded through recoveries and provision expense.
The Company segregates its allowance into two reserves: The Allowance for Credit Losses (ACL) and the Allowance for Unfunded Loan Commitments and Letters of Credit (AULC). When combined, these reserves constitute the total ACL calculated under the Current Expected Credit Losses (CECL) methodology.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following tables present the activity within the ACL for each portfolio segment and shows the contribution provided by both the recoveries and the provision along with the reduction of the allowance caused by charge-offs for the years ended December 31, 2025 and 2024:
| (In Thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| ConsumerReal Estate | AgriculturalReal Estate | Agricultural | CommercialReal Estate | Commercialand Industrial | Consumer | Other | Total | |
| ALLOWANCE FOR CREDIT LOSSES | ||||||||
| Beginning balance | $3,543 | $895 | $285 | $16,560 | $2,969 | $1,012 | $562 | $25,826 |
| Provision for (recovery of) credit losses - loans | 738 | (160) | 179 | 844 | 533 | 478 | (16) | 2,596 |
| Charge-offs | (20) | - | - | - | (250) | (758) | - | (1,028) |
| Recoveries | 5 | - | 10 | 24 | 34 | 221 | - | 294 |
| Ending Balance | $4,266 | $735 | $474 | $17,428 | $3,286 | $953 | $546 | $27,688 |
| (In Thousands) | |
|---|---|
| UnfundedLoanCommitment& Letters ofCredit | |
| ALLOWANCE FOR UNFUNDED LOAN COMMITMENTS AND LETTERS OF CREDIT | |
| Beginning balance | $1,541 |
| Recovery of credit losses - off balance sheet credit exposures | (506) |
| Ending Balance | $1,035 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| ConsumerReal Estate | AgriculturalReal Estate | Agricultural | CommercialReal Estate | Commercialand Industrial | Consumer | Other | Total | |
| ALLOWANCE FOR CREDIT LOSSES | ||||||||
| Beginning balance | $3,581 | $312 | $336 | $17,400 | $1,766 | $1,302 | $327 | $25,024 |
| Provision for (recovery of) credit losses - loans | (31) | 583 | (52) | (834) | 1,176 | (133) | 235 | 944 |
| Charge-offs | (13) | - | - | (15) | (106) | (346) | - | (480) |
| Recoveries | 6 | - | 1 | 9 | 133 | 189 | - | 338 |
| Ending Balance | $3,543 | $895 | $285 | $16,560 | $2,969 | $1,012 | $562 | $25,826 |
| (In Thousands) | |
|---|---|
| UnfundedLoanCommitment& Letters ofCredit | |
| ALLOWANCE FOR UNFUNDED LOAN COMMITMENTS AND LETTERS OF CREDIT | |
| Beginning balance | $2,212 |
| Recovery of credit losses - off balance sheet credit exposures | (671) |
| Ending Balance | $1,541 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 5 – Premises and Equipment
The major categories of banking premises and equipment and accumulated depreciation at December 31 are summarized below:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Land | $6,803 | $6,803 |
| Buildings (useful life 15-39 years) | 41,636 | 41,306 |
| Furnishings (useful life 3-15 years) | 31,289 | 31,378 |
| 79,728 | 79,487 | |
| Less: Accumulated depreciation | (47,864) | (45,659) |
| Premises and Equipment (Net) | $31,864 | $33,828 |
Depreciation expense for the years ended December 31, 2025, 2024 and 2023 amounted to $3.6, $3.8 and $3.4 million, respectively.
Note 6 - Leases
The Bank leases space for retail branches, LPOs and ATMs. Our leases have remaining lease terms of 4 months to just under 13 years, some of which may include options to renew the leases andsome of which may include options to terminate the leases prior to the end date of the lease term. The Bank does receive rental income for the leasing of available space.
The below tables provide information on the Bank’s operating leases:
| (In Thousands) | |||
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |
| Operating lease cost (1) | $1,125 | $979 | $540 |
| Operating cash flows (2) | $90 | $42 | $45 |
| (1) Included in net occupancy expense on Company's consolidated statement of income | |||
| (2) Included in customer service fees on Company's consolidated statement of income | |||
| (In Thousands) | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Operating lease assets (1) | $5,594 | $6,403 |
| Operating lease liabilities (2) | $5,740 | $6,403 |
| (1) Included in other assets on Company's consolidated balance sheets | ||
| (2) Included in accrued interest and other liabilities on Company's consolidated balance sheets | ||
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Operating lease term and discount rates of our lessee arrangements at December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Weighted average remaining lease term (years) | 8.12 | 11.07 |
| Weighted average discount rate | 4.46% | 5.49% |
The future lease payments based on maturity for our lessee liability arrangements at December 31, 2025 are as follows:
| (In Thousands) | |
|---|---|
| 2026 | $962 |
| 2027 | 911 |
| 2028 | 832 |
| 2029 | 776 |
| 2030 | 779 |
| 2031 and thereafter | 2,555 |
| Total future lease payments | $6,815 |
| Less: interest | 1,075 |
| Present value of operating lease liability arrangements | $5,740 |
Note 7 - Servicing
Loans serviced for others are not included in the accompanying Company's consolidated balance sheets. The unpaid principal balances of 1-4 family real estate loans serviced for others were $362.6 and $364.3 million at December 31, 2025 and 2024, respectively. Unpaid principal balances of agricultural real estate loans serviced for others were $153.4 million at December 31, 2025 and $141.9 million at December 31, 2024.
The balance of capitalized servicing rights at December 31, 2025 and 2024 for 1-4 family real estate loans, was $3.6 million and $3.5 million, respectively. Agricultural real estate loan servicing rights, established in 2023, were $2.4 million and $2.2 million at December 31, 2025 and 2024, respectively. The capitalized addition of servicing rights is included in loan servicing income on the Company's consolidated statement of income.
The fair value of the capitalized servicing rights for 1-4 family real estate loans as of December 31, 2025 and 2024 was $4.5 million and $4.8 million, respectively. Capitalized servicing rights for agricultural real estate loans had a fair value of $1.5 million and $2.7 million as of December 31, 2025 and 2024. The valuations were completed by stratifying the loans into like groups based on loan type and term. Impairment was measured by estimating the fair value of each stratum, taking into consideration an estimated level of prepayment based upon current market conditions. An average constant prepayment rate for 1-4 family real estate loans of 9.8% and 6.1% were utilized for December 31, 2025 and 2024, respectively. Agricultural real estate loans utilize an average constant prepayment rate based on the Bank's last twelve months of data. The average monthly constant prepayment rate was 1.054% and 0.184% for fixed rate agricultural loans at December 31, 2025 and 2024, respectively. In 2025, two 1-4 family real estate strata, which included 72 of the total 3,597 loans, were slightly below the carrying value using a discount yield of 5.48% which resulted in the need to establish an additional $3 thousand valuation allowance for a total valuation allowance of $5 thousand. In 2024, two 1-4 family real estate strata, which included 82 of the total 3,677 loans, were slightly below the carrying value using a discount yield of 5.98% which resulted in the need to establish a $2 thousand valuation allowance. At December 31, 2025, the carrying value of all fourteen agricultural real estate strata, which included 658 loans, using an approximate discount rate of 7.97% were higher than the fair value requiring an additional $783 thousand valuation allowance to be established for a total valuation allowance of $878 thousand. During 2024,the carrying value of 10 agricultural real estate strata, which included 33 of the total 619
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
loans, using an approximate discount rate of 8.62% were higher than fair value requiring a $95 thousand valuation allowance to be established.
The following summarizes servicing rights capitalized and amortized during each year:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning of Year | $5,753 | $5,655 |
| Capitalized Additions | 1,103 | 826 |
| Amortization | (798) | (728) |
| Ending Balance, December 31 | 6,058 | 5,753 |
| Valuation Allowance | (883) | (97) |
| Servicing Rights net, December 31 | $5,175 | $5,656 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 8 - Deposits
Time deposits as of December 31 consist of the following:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Time deposits under $250,000 | $433,307 | $505,949 |
| Time deposits of $250,000 or more | 164,478 | 141,632 |
| $597,785 | $647,581 | |
At December 31, 2025 the scheduled maturities for time deposits are as follows:
| (In Thousands) | |
|---|---|
| 2026 | $482,056 |
| 2027 | 77,090 |
| 2028 | 28,895 |
| 2029 | 4,966 |
| 2030 | 4,617 |
| Thereafter | 161 |
| $597,785 | |
Note 9 – Federal Funds Purchased and Securities Sold Under Agreement to Repurchase
The Bank’s policy requires qualifying securities to be used as collateral for the underlying repurchase agreements. As of December 31, 2025 and 2024, securities with a fair value of $40.3 million and $43.0 million, respectively, were pledged to secure the repurchase agreements. The table below presents the daily securities sold under agreement to repurchase and the term repurchase agreements. It does not include the Bank’s federal funds purchased.
| Daily Securities Sold Under Agreement to Repurchase | ||||||
|---|---|---|---|---|---|---|
| Amount · Weighted · Maximum Amount · Approximate · Approximate | ||||||
| Outstanding · Average · Borrowings · Average · Weighted Average | ||||||
| at End · Rate End · Outstanding · Outstanding in · Interest Rate | ||||||
| of Period (000's) · of Period · Month End (000's) · Period (000's) · For the Period | ||||||
| 2025 | $ | - | 0.00% | $1,663 | $71 | 0.10% |
| 2024 | $ | - | 0.00% | $523 | $79 | 3.77% |
| Securities Sold Under Agreement to Repurchase | |||||
|---|---|---|---|---|---|
| Amount · Weighted · Maximum Amount · Approximate · Approximate | |||||
| Outstanding · Average · Borrowings · Average · Weighted Average | |||||
| at End · Rate End · Outstanding · Outstanding in · Interest Rate | |||||
| of Period (000's) · of Period · Month End (000's) · Period (000's) · For the Period | |||||
| 2025 | $22,718 | 0.87% | $27,218 | $26,028 | 3.98% |
| 2024 | $27,218 | 0.99% | $27,218 | $27,574 | 4.00% |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The Company had $15.0 million of federal funds purchased as of December 31, 2025 andno federal funds purchased as of December 31, 2024. The $22.7 million in securities sold under agreements to repurchase were comprised of U.S. Treasuries and government agency securities. The table below shows the remaining contractual maturity in the repurchase agreements and the collateral pledged as of December 31, 2025:
| (In Thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Remaining Contractual Maturity of the Agreements | ||||||||
| Overnight & Continuous · Up to 30 days · 30-90 days · Greater Than90 days · Total | ||||||||
| Federal funds purchased | $15,000 | $ | - | $ | - | $ | - | $15,000 |
| Repurchase agreements | ||||||||
| US Treasury & agency securities | - | - | - | 22,718 | 22,718 | |||
| Total | $15,000 | $ | - | $ | - | $22,718 | $37,718 | |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 10 – Borrowings and Subordinated Notes
Federal Home Loan Bank Advances
Long term debt consists of various loans from the Federal Home Loan Banks. Repayment structures vary, ranging from monthly installments, annual payments or upon maturity. Interest payments are due monthly. Total borrowings were $227.4 million excluding an amortizing $26 thousand for fair value related to the acquisitions with a weighted average rate of 4.07% for December 31, 2025 compared to $246.1 million excluding an amortizing $39 thousand for fair value with a weighted average rate of 4.21% for December 31, 2024. In 2024, the Bank entered a $15 million,10 year, 3 month Bermudan Putable advance with a fixed rate of 3.40% and quarterly put options owned by FHLB. The put options have not been exercised to date and the next possible putable exercise date is February 6, 2026. This advance is included with the 2026 maturities in the below table. The advances were secured by a pledge of $191.6 and $202.0 million of 1-4 family real estate and HELOC loans as of December 31, 2025 and 2024, respectively under a blanket collateral agreement. The Bank has also pledged eligible commercial real estate loans of $231.8 and $369.5 million as of December 31, 2025 and December 31, 2024, respectively, to the FHLB. During the second quarter of 2024, the Bank also began pledging eligible multi-family real estate loans to the FHLB which amounted to $29.1 and $47.7 million as of December 31, 2025 and December 31, 2024, respectively.
The advances are subject to pre-payment penalties and the provisions and conditions of the credit policy of the Federal Home Loan Bank. The table below shows the maturities of the borrowings outstanding at December 31, 2025, exclusive of the fair value adjustment.
| (In Thousands) | |
|---|---|
| 2026 | $105,000 |
| 2027 | 48,152 |
| 2028 | 74,251 |
| Total | $227,403 |
The Bank also had access to $167.9 million and $163.7 million through a Cash Management Advance with the Federal Home Loan Bank as of December 31, 2025 and December 31, 2024, respectively. An additional $103.4 million at December 31, 2025, and $159.5 million at December 31, 2024, were available from the Federal Home Loan Bank based on current pledging.
Other
The Bank had access to $213 million, which includes a new $50 million line of credit, and $163 million of unsecured borrowings through correspondent banks as of December 31, 2025 and December 31, 2024, respectively. The Bank had a borrowing capacity under the Federal Reserve's Discount Window of $28.3 million and $29.9 million at December 31, 2025 and 2024, respectively. The Company has established a $15 million variable line of credit tied to prime with a correspondent bank that matures on September 27, 2027. As of December 31, 2025, there wereno outstanding borrowings on the line of credit.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Subordinated Notes
The Company has $35 million aggregate principal amount of 3.25% fixed-to-floating rate subordinated notes due July 30, 2031 (the “Notes”). The Notes qualify as Tier 2 capital for regulatory purposes until July 30, 2026. Beginning July 31, 2026, the Note amount that qualifies as Tier 2 capital is reduced in proportionate amounts until July 30, 2031.
Interest on the Notes accrues at a rate equal to (i) 3.25% per annum from the original issue date of July 2021 to, but excluding, the five-year anniversary, payable semi-annually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the Notes), plus a spread of 263 basis points from and including thefive-year anniversary until maturity, payable quarterly in arrears. Beginning on or after the fifth anniversary of the issue date through maturity, the Notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption will be at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus accrued and unpaid interest.
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (In Thousands) | Principal | Unamortized Note Issuance Costs | Principal | Unamortized Note Issuance Costs |
| Subordinated Notes | $35,000 | $(67) | $35,000 | $(182) |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 11 – Income Taxes
The components of income tax expense for the years ended December 31 are as follows:
| (In Thousands) | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Current: | |||
| Federal | $8,846 | $6,144 | $3,052 |
| State | 496 | 184 | 287 |
| Total current | 9,342 | 6,328 | 3,339 |
| Deferred: | |||
| Federal | (119) | 271 | 2,182 |
| State | (7) | 36 | 46 |
| Total deferred | (126) | 307 | 2,228 |
| Total Income Tax | $9,216 | $6,635 | $5,567 |
The following is a reconciliation of the statutory federal income tax rate to the effective tax rate:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Amount | % of Pretax | Amount | % of Pretax | Amount | % of Pretax | |
| (000's) | Income | (000's) | Income | (000's) | Income | |
| Federal income tax at statutory rates | $8,930 | 21.00% | $6,840 | 21.00% | $5,954 | 21.00% |
| (Decrease) increase resulting from: | ||||||
| State income tax, net of federal benefit | 386 | 0.91% | 174 | 0.53% | 264 | 0.93% |
| Tax exempt interest | (121) | -0.29% | (106) | -0.32% | (129) | -0.46% |
| Investments reported under proportional amortization method | 46 | 0.11% | 65 | 0.20% | - | 0.00% |
| Section 831 deduction | - | 0.00% | - | 0.00% | (187) | -0.66% |
| Other | (25) | -0.06% | (338) | -1.04% | (335) | -1.18% |
| Total Income Tax | $9,216 | 21.67% | $6,635 | 20.37% | $5,567 | 19.63% |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Deferred tax assets and liabilities at December 31 are comprised of the following:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred Tax Assets: | ||
| Allowance for credit losses | $6,332 | $6,009 |
| Deferred compensation | 564 | 578 |
| Net unrealized loss on available-for-sale securities | 3,160 | 6,705 |
| Fair value adjustments | 127 | 623 |
| Other | 173 | 58 |
| Total deferred tax assets | 10,356 | 13,973 |
| Deferred Tax Liabilities: | ||
| Accreted discounts on bonds | 312 | 169 |
| Depreciation | 1,870 | 2,066 |
| FHLB stock dividends | 580 | 762 |
| Intangible amortization | 1,941 | 2,178 |
| Loan servicing rights | 1,141 | 1,247 |
| Prepaids | 605 | 560 |
| Other | 796 | 462 |
| Total deferred tax liabilities | 7,245 | 7,444 |
| Net Deferred Tax Asset | $3,111 | $6,529 |
For the years ended December 31, 2025, 2024 and 2023, all state income taxes were paid to the State of Indiana.
The Peoples Federal Savings and Loan acquisition included a net operating loss (NOL) carryforward of approximately $2.8 million that had a remaining balance of $824 thousand and $1.4 million at December 31, 2025 and 2024, respectively. The NOL carryforward will expire in 2027.
The Company has additional paid-in capital that is considered restricted resulting from the acquisition of Perpetual in 2021 of approximately $2.8 million and from the acquisition of Peoples in 2022 of approximately $2.2 million. No deferred tax liability is required to be recorded for the Company’s tax bad debt reserves arising before December 31, 1987, unless it is apparent that the reserves will reverse in the near future. Unrecognized deferred taxes on these reserves would total $1.0 million. If the portion of retained earnings representing these reserves is used for any purpose other than to absorb bad debts, it will be added to future taxable income and the related tax will be recognized as expense.
Note 12 - Employee Benefit Plans
The Bank has established a 401(k) defined contribution plan which allows eligible employees to save at a minimumone percent of eligible compensation on a pre-tax or post-tax basis, subject to certain Internal Revenue Service limitations. The Bank will match 50% of employee 401(k) contributions up tosix percent of total eligible compensation. In addition, the Bank may make a discretionary contribution from time to time as is deemed advisable. A participant is 100% vested in the participant’s deferral contributions. Employer matching contributions are funded each payroll period and are immediately vested. Non-elective employer contributions are immediately vested at 100%. Employees are immediately eligible upon hire to contribute to the plan and receive matching contributions. In order to be eligible for discretionary contributions, employees must work 1,000 hours in the plan year and be employed on the last day of the year. Contributions expensed for the 401(k) profit sharing plan for both the employer matching contribution and the discretionary contribution were $2.1 million, $2.0 million and $1.4 million for 2025, 2024 and 2023, respectively.
Restricted Stock Awards
The Company has a Long-Term Stock Incentive Plan which provides for shares of the Company's restricted stock to be issued to employees. Under the plan, the shares generally vest 100% in three years. During the 3 year vesting period, the employees receive dividends or dividend equivalent compensation on the shares. Compensation expense
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
applicableto the restricted stock awards totaled $1.4 million, $1.4 million and $1.3 million for the years ending December 31, 2025, 2024, and 2023, respectively.
The table below summarizes the details of the restricted shares issued, vested, and forfeited for the years ending December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Number ofShares | Number of Employees | Number ofShares | Number of Employees | Number ofShares | Number of Employees | |
| Restricted shares issued | 60,673 | 131 | 60,169 | 111 | 64,225 | 113 |
| Restricted shares vested | 41,800 | 81 | 38,825 | 74 | 32,427 | 69 |
| Restricted shares awarded due to retirement | 5,682 | 2 | 8,700 | 2 | 2,350 | 4 |
| Restricted shares awarded for other | - | - | - | - | 700 | 1 |
| Restricted shares forfeited | 6,707 | 13 | 5,811 | 7 | 6,350 | 8 |
The following table summarizes the activity of restricted stock awards as of December 31:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||
| Number ofShares | Weightedaveragefair valueper award | Number ofShares | Weightedaveragefair valueper award | Number ofShares | Weightedaveragefair valueper award | |
| Beginning of period | 158,183 | $25.17 | 151,350 | $25.00 | 128,952 | $25.75 |
| Granted | 60,673 | 26.09 | 60,169 | 24.13 | 64,225 | 22.24 |
| Vested | (47,482) | 30.00 | (47,525) | 23.42 | (35,477) | 22.54 |
| Forfeited | (6,707) | 25.94 | (5,811) | 24.89 | (6,350) | 21.72 |
| Nonvested, end of period | 164,667 | $24.13 | 158,183 | $25.17 | 151,350 | $25.00 |
As of December 31, 2025, there was $2.1 million of unrecognized compensation cost related to the nonvested portion of restricted stock awards under the plan to be recognized over the next three years.
Note 13 – Earnings Per Share
The Compensation Committee of the Company has determined that it is appropriate to award shares of the common stock of the Company to Directors, whether outside or also an officer of the Company or the Bank, as a portion of their retainer for services rendered. The Committee believes that it is appropriate to award the Directors shares equal to a specific dollar amount, rounded to the nearest whole share on an annual basis commencing on June 5, 2020 and thereafter on the first Thursday of June. Directors receive a prorated dollar value of shares for a partial year of service. The value for the shares is to be based upon the prior day closing price. On June 5, 2025, ten Directors each received $17,496 which equated to 762 shares andone Director received $6,704 which equated to 292 shares. On July 29, 2025, one new Director received 288 prorated shares worth $7,436. On June 7, 2024, twelve Directors each received $15,007 worth of shares which equated to 716 shares whileone Director received a prorated dollar amount of $5,911 which equated to 282 shares. On December 5, 2024, one new Director received 54 prorated shares worth approximately
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
$1,730. On June 2, 2023, twelve Directors each received $14,997 worth of shares which equated to 754 shares. The use of stock for Directors' retainer, does not have an effect on diluted earnings per share as it is immediately vested.
The table below presents basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
| (In Thousands, Except Per Share Data) | |||
|---|---|---|---|
| Year Ended | |||
| December 31, | December 31, | December 31, | |
| 2025 | 2024 | 2023 | |
| Earnings per share | |||
| Net income | $33,309 | $25,938 | $22,787 |
| Less: distributed earnings allocated to participating securities | (153) | (143) | (128) |
| Less: undistributed earnings allocated to participating securities | (254) | (362) | (120) |
| Net earnings available to common shareholders | $32,902 | $25,433 | $22,539 |
| Weighted average common shares outstanding including participating securities | 13,727,541 | 13,684,961 | 13,641,336 |
| Less: average unvested restricted shares | (167,668) | (266,232) | (148,433) |
| Weighted average common shares outstanding | 13,559,873 | 13,418,729 | 13,492,903 |
| Basic and diluted earnings per share | $2.43 | $1.90 | $1.67 |
Note 14 – Related Party Transactions
In the ordinary course of business, the Bank has granted loans to senior officers and directors and their affiliated companies amounting to $2.4 million and $56.2 million at December 31, 2025 and 2024, respectively. Two new loans were approved during 2025 for $416 thousand. During 2025, subsequent advances totaled $130 thousand and payments of $19.5 million were received. Loans of $34.8 million at December 31, 2024 wereno longer reportable in 2025 due to changes in the Board composition and/or their outside related responsibilities. The difference in related borrowings amounted to $53.8 million, net decrease. Deposits of directors, executive officers and companies in which they have a direct or indirect ownership as of December 31, 2025 and 2024, amounted to $8.3 million and $43.2 million, respectively.
Note 15 - Off Balance Sheet Activities
Credit Related Financial Instruments
The Bank is a party to credit related financial instruments with off balance sheet risk in the normal course of business to meet the financing need of its customers. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Company's consolidated balance sheets.
The Bank's exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments. The allowance for credit losses as it relates to unfunded loan commitments (AULC) is included under other liabilities (see Note 4).
At December 31, 2025 and 2024, the following financial instruments were outstanding whose contract amounts represent credit risk:
| (In Thousands) | ||
|---|---|---|
| 2025 | 2024 | |
| Commitments to extend credit | $635,100 | $594,419 |
| Standby letters of credit | 2,517 | 184 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Commitments to extend credit and Standby Letters of Credit all include exposure to some credit loss in the event of nonperformance of the customer. The Bank’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded in the financial statements. Due to the fact that these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they generally do not present any significant liquidity risk to the Bank.
Collateral Requirements
To reduce credit risk related to the use of credit-related financial instruments, the Bank might deem it necessary to obtain collateral. The amount and nature of the collateral obtained is based on the Bank's credit evaluation of the customer. Collateral held varies but may include cash, securities, accounts receivable, inventory, property, plant, and real estate.
Legal Contingencies
Various legal claims also arise from time to time in the normal course of business, which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.
Note 16 - Minimum Regulatory Capital Requirements
The Company (on a consolidated basis) and the Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's and Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off balance sheet items as calculated under regulatory accounting practices.
The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by the Basel III Capital Rules, the comprehensive capital framework for U.S. banking organizations, to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).
In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1.
Common Equity Tier 1 is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities, and subject to transition provisions.
The Common Equity Tier 1, Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, with certain exclusions, allocated by risk weight category, and certain off balance sheet items, among other things. The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things.
The Basel III Capital Rules require the Company and Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 capital ratio, effectively resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 7.0%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio, effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio, effectively resulting
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
ina minimum total capital ratio of 10.5%) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average quarterly assets.
The capital conservation buffer is designed to absorb losses during periods of economic stress and, as detailed above, effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.
Management believes, as of December 31, 2025, that the Bank meets all the capital adequacy requirements to which it is subject.
As of December 31, 2025, the most recent notification from the FDIC indicated the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum total risk-based, Tier I risk-based, Common Equity Tier 1 and Tier I leverage ratios as disclosed in the table to follow. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category.
The following tables present actual and required capital ratios as of December 31, 2025 and December 31, 2024 under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.
The Company and Bank's actual and required capital amounts and ratios as of December 31, 2025 and 2024 are as follows:
| Actual · Minimum Capital Required · Required to be Considered Well-Capitalized | ||||||
|---|---|---|---|---|---|---|
| (000's) | (000's) | (000's) | ||||
| As of December 31, 2025 | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Common Equity Tier 1 Capital (to Risk Weighted Assets): | ||||||
| Consolidated | $292,403 | 10.68% | $123,226 | 4.50% | $177,992 | 6.50% |
| Farmers & Merchants State Bank | 315,009 | 11.51% | 123,176 | 4.50% | 177,921 | 6.50% |
| Total Risk-Based Capital (to Risk Weighted Assets): | ||||||
| Consolidated | 355,216 | 12.97% | 219,068 | 8.00% | 273,835 | 10.00% |
| Farmers & Merchants State Bank | 342,889 | 12.53% | 218,979 | 8.00% | 273,724 | 10.00% |
| Tier 1 Capital (to Risk Weighted Assets): | ||||||
| Consolidated | 292,403 | 10.68% | 164,301 | 6.00% | 219,068 | 8.00% |
| Farmers & Merchants State Bank | 315,009 | 11.51% | 164,234 | 6.00% | 218,979 | 8.00% |
| Tier 1 Leverage Capital (to Adjusted Total Assets): | ||||||
| Consolidated | 292,403 | 8.81% | 132,799 | 4.00% | 165,999 | 5.00% |
| Farmers & Merchants State Bank | 315,009 | 9.47% | 133,119 | 4.00% | 166,399 | 5.00% |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| Actual · Minimum Capital Required · Required to be Considered Well-Capitalized | ||||||
|---|---|---|---|---|---|---|
| (000's) | (000's) | (000's) | ||||
| As of December 31, 2024 | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Common Equity Tier 1 Capital (to Risk Weighted Assets): | ||||||
| Consolidated | $268,308 | 10.44% | $115,611 | 4.50% | $166,993 | 6.50% |
| Farmers & Merchants State Bank | 292,845 | 11.40% | 115,583 | 4.50% | 166,954 | 6.50% |
| Total Risk-Based Capital (to Risk Weighted Assets): | ||||||
| Consolidated | 328,808 | 12.80% | 205,530 | 8.00% | 256,913 | 10.00% |
| Farmers & Merchants State Bank | 318,527 | 12.40% | 205,482 | 8.00% | 256,852 | 10.00% |
| Tier 1 Capital (to Risk Weighted Assets): | ||||||
| Consolidated | 268,308 | 10.44% | 154,148 | 6.00% | 205,530 | 8.00% |
| Farmers & Merchants State Bank | 292,845 | 11.40% | 154,111 | 6.00% | 205,482 | 8.00% |
| Tier 1 Leverage Capital (to Adjusted Total Assets): | ||||||
| Consolidated | 268,308 | 8.12% | 132,235 | 4.00% | 165,294 | 5.00% |
| Farmers & Merchants State Bank | 292,845 | 8.81% | 132,967 | 4.00% | 166,209 | 5.00% |
The above tables exclude the capital conservation buffer requirements.
Note 17 - Restrictions of Dividends & Inter-company Borrowings
The Bank is restricted as to the amount of dividends that can be paid. Dividends declared by the Bank that exceed the net income for the current year plus retained income for the preceding two years must be approved by federal and state regulatory agencies. Under this formula, dividends of $52.7 million may be paid without prior regulatory approval. Regardless of formal regulatory restrictions, the Bank may not pay dividends that would result in its capital levels being reduced below the minimum requirements shown above. Under current Federal Reserve regulations, the Bank is limited as to the amount and type of loans it may make to the Company. These loans are subject to qualifying collateral requirements on which the amount of the loan may be based.
Note 18 - Derivative Financial Instruments
The Bank entered into three pay-fixed receive variable interest rate swap transactions, with a combined notional value of $100 million, designated and qualifying as accounting hedges during the last quarter of 2023.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table presents amounts that were recorded on the Company's consolidated balance sheets related to cumulative basis adjustments for interest rate swap derivatives designated as fair value accounting hedges as of December 31, 2025 and 2024:
| (In Thousands) | ||||
|---|---|---|---|---|
| Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets | |
| Line Item in the Consolidated Balance Sheets in which the Hedged Item is Included | December 31, 2025 | December 31, 2025 | December 31, 2024 | December 31, 2024 |
| Loans | $214,513 | $1,719 | $249,127 | $1,074 |
The following table presents a summary of interest rate swap derivatives designated as fair value accounting hedges of fixed-rate receivables used in the Bank's asset/liability management activities at December 31, 2025 and 2024, identified by the underlying interest rate-sensitive instruments:
| Weighted Average Rate | |||||
|---|---|---|---|---|---|
| Instruments Associated With | Notional Value (000's) | Weighted Average Remaining Maturity (years) | Fair Value (000's) | Receive | Pay |
| Loans | $100,000 | 1.6 | $(1,555) | USD-SOFR-OIS | 4.47% |
| Total swap portfolio at December 31, 2025 | $100,000 | 1.6 | $(1,555) | USD-SOFR-OIS | 4.47% |
| Weighted Average Rate | |||||
|---|---|---|---|---|---|
| Instruments Associated With | Notional Value (000's) | Weighted Average Remaining Maturity (years) | Fair Value (000's) | Receive | Pay |
| Loans | $100,000 | 2.6 | $(976) | USD-SOFR-OIS | 4.47% |
| Total swap portfolio at December 31, 2024 | $100,000 | 2.6 | $(976) | USD-SOFR-OIS | 4.47% |
These derivative financial instruments were entered into for the purpose of managing the interest rate risk of certain assets and liabilities. The Bank pledged $2.3 million of cash collateral to counterparties as security for its obligations related to these interest rate swap transactions at both December 31, 2025 and 2024. Collateral posted and received is dependent on the market valuation of the underlying hedges.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table presents the notional amount and fair value of interest rate swaps utilized by the Bank at December 31, 2025 and 2024:
| (In Thousands) | ||||
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| Notional Amount | Fair Value | Notional Amount | Fair Value | |
| Asset Derivatives | ||||
| Derivatives designated as hedging instruments | ||||
| Interest rate swaps associated with loans · $ · - · $ · - · $ · - · $ · - | ||||
| Total contracts · $ · - · $ · - · $ · - · $ · - | ||||
| Liability Derivatives | ||||
| Derivatives designated as hedging instruments · - · - | ||||
| Interest rate swaps associated with loans | $100,000 | $(1,555) | $100,000 | $(976) |
| Total contracts | $100,000 | $(1,555) | $100,000 | $(976) |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following table presents the effects of the Bank's interest rate swap agreements on the Company’s consolidated statements of income during the years ended December 31, 2025 and 2024.
| (In Thousands) | |||
|---|---|---|---|
| Line Item in the Consolidated Statements of Income | December 31, 2025 | December 31, 2024 | December 31, 2023 |
| Interest Income | |||
| Loans, including fees | $(153) | $59 | $40 |
| Other | 99 | 687 | 144 |
| Total interest income | $(54) | $746 | $184 |
Note 19 - Qualified Affordable Housing Project Investments
The Company invests in certain qualified affordable housing projects. The Company has elected to account for its investment in qualified affordable housing projects using the proportional amortization method. Under the proportional amortization method, an investor amortizes the initial cost of the investment to income tax expense in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. See Note 11 of the Notes to the Consolidated Financial Statements.
At December 31, 2025 and December 31, 2024, the balance of the Company's investments in qualified affordable housing projects was $3.1 million and $3.6 million, respectively. This balance is reflected in theother assets line on the consolidated balance sheets. The unfunded commitments related to the investments in qualified affordable housing projects totaled $418 thousand and $880 thousand at December 31, 2025 and December 31, 2024, respectively. This balance is reflected in the accrued expense and other liabilities line on the consolidated balance sheets.
The Company didnot incur any impairment losses related to its investments in qualified affordable housing projects in 2025 or 2024.
The following tables present the Company's investments in qualified affordable housing projects as of December 31, 2025 and 2024 along with the related expenses and tax credits recognized for the years ended December 31, 2025 and 2024:
| (In Thousands) | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Low-income-housing tax credit investments | $4,000 | $4,000 |
| Unfunded commitments | (418) | (880) |
| Net funded low-income-housing tax credit investments | $3,582 | $3,120 |
| (In Thousands) | ||
|---|---|---|
| Year to Date Ended | ||
| December 31, 2025 | December 31, 2024 | |
| Amortization expense | $436 | $422 |
| Tax credits recognized | $434 | $417 |
Note 20 - Fair Value of Financial Instruments
Fair values of financial instruments are management’s estimate of the values at which the instruments could be exchanged in a transaction between willing parties. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
assets including deferred tax assets, Bank premises and equipment and intangibles. Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of the estimates.
Fair Value Measurements
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities in active markets that the Company has the ability to access.
Available-for-sale securities - When quoted prices are available in an active market, securities are valued using the quoted price and are classified as Level 1. The quoted prices are not adjusted.
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Available-for-sale securities classified as Level 2 are valued using the prices obtained from an independent pricing service. The prices are not adjusted. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating. Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.
Interest rate swaps classified as Level 2 are valued using the prices obtained from an independent pricing service and not adjusted. The fair value of interest rate swaps with a positive fair value are reported as assets while interest rate swaps with a negative fair value are reported as liabilities.
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. The Bank holds four local municipals that the Bank evaluates based on the credit strength of the underlying project. The fair value is determined by valuing similar credit payment streams at similar rates.
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The estimated fair values, and related carrying or notional amounts, for on and off balance sheet financial instruments not carried at fair value as of December 31, 2025 and 2024, are reflected below.
| (In Thousands) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 · December 31, 2024 | ||||||||||||||
| Carrying · Fair · Carrying · Fair | ||||||||||||||
| Amount · Value · Level 1 · Level 2 · Level 3 · Amount · Value · Level 1 · Level 2 · Level 3 | ||||||||||||||
| Financial Assets: | ||||||||||||||
| Cash and cash equivalents | $97,718 | $97,718 | $97,718 | $ | - | $ | - | $176,351 | $176,351 | $176,351 | $ | - | $ | - |
| Interest-bearing time deposits | 1,498 | 1,491 | - | 1,491 | - | 2,482 | 2,472 | - | 2,472 | - | ||||
| Other securities | 13,032 | 13,032 | - | - | 13,032 | 14,400 | 14,400 | - | - | 14,400 | ||||
| Loans held for sale | 3,934 | 3,934 | - | - | 3,934 | 2,996 | 2,996 | - | - | 2,996 | ||||
| Loans, net | 2,685,990 | 2,653,152 | - | - | 2,653,152 | 2,536,043 | 2,485,297 | - | - | 2,485,297 | ||||
| Interest receivable | 13,621 | 13,621 | - | - | 13,621 | 12,657 | 12,657 | - | - | 12,657 | ||||
| Financial Liabilities: | ||||||||||||||
| Noninterest-bearing deposits | $527,327 | $527,327 | $527,327 | $ | - | $ | - | $516,904 | $516,904 | $516,904 | $ | - | $ | - |
| Interest-bearing deposits | 1,605,623 | 1,605,435 | - | - | 1,605,435 | 1,522,280 | 1,521,097 | - | - | 1,521,097 | ||||
| Time deposits | 597,785 | 596,189 | - | - | 596,189 | 647,581 | 644,849 | - | - | 644,849 | ||||
| Total Deposits | 2,730,735 | 2,728,951 | 527,327 | - | 2,201,624 | 2,686,765 | 2,682,850 | 516,904 | - | 2,165,946 | ||||
| Fed funds purchased and securities sold under agreement to repurchase | 37,718 | 37,718 | - | - | 37,718 | 27,218 | 27,218 | - | - | 27,218 | ||||
| Federal Home Loan Bank advances | 227,377 | 228,232 | - | - | 228,232 | 246,056 | 245,373 | - | - | 245,373 | ||||
| Subordinated notes | 34,933 | 33,834 | - | 33,834 | - | 34,818 | 31,983 | - | 31,983 | - | ||||
| Interest payable | 5,950 | 5,950 | - | - | 5,950 | 6,618 | 6,618 | - | - | 6,618 | ||||
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following tables presents information about the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 segregated by level within the fair value hierarchy utilized to measure fair value:
| Assets and Liabilities Measured at Fair Value on a Recurring Basis (In Thousands) | ||||||
|---|---|---|---|---|---|---|
| Quoted Prices in · Significant · Significant | ||||||
| Active Markets · Observable · Observable | ||||||
| for Identical · Inputs · Inputs | ||||||
| December 31, 2025 · Assets (Level 1) · (Level 2) · (Level 3) | ||||||
| Assets-(Securities Available-for-Sale) | ||||||
| U.S. Treasury | $89,853 | $ | - | $ | - | |
| U.S. Government agencies | 30,080 | 101,881 | - | |||
| Mortgage-backed securities | - | 143,382 | - | |||
| State and local governments | 1,483 | 53,938 | 1,455 | |||
| Total Securities Available-for-Sale | $121,416 | $299,201 | $1,455 | |||
| Interest rate swaps liabilities | $ | - | $(1,555) | $ | - | |
| Quoted Prices in · Significant · Significant | ||||||
|---|---|---|---|---|---|---|
| Active Markets · Observable · Observable | ||||||
| for Identical · Inputs · Inputs | ||||||
| December 31, 2024 · Assets (Level 1) · (Level 2) · (Level 3) | ||||||
| Assets-(Securities Available-for-Sale) | ||||||
| U.S. Treasury | $105,999 | $ | - | $ | - | |
| U.S. Government agencies | 20,035 | 115,131 | - | |||
| Mortgage-backed securities | - | 120,631 | - | |||
| State and local governments | - | 63,133 | 1,627 | |||
| Total Securities Available-for-Sale | $126,034 | $298,895 | $1,627 | |||
| Interest rate swaps liabilities | $ | - | $(976) | $ | - | |
The following tables present the changes in the Level 3 fair value category of which unobservable inputs are relied upon for the years ended December 31, 2025 and December 31, 2024:
| (In Thousands) | |||
|---|---|---|---|
| Fair Value Measurements Using Significant | |||
| Unobservable Inputs (Level 3) | |||
| State and Local | State and Local | State and Local | |
| Governments | Governments | Governments | |
| Tax-Exempt | Taxable | Total | |
| Balance at January 1, 2025 | $353 | $1,274 | $1,627 |
| Change in Fair Value | 2 | (4) | (2) |
| Payments & Maturities | (170) | - | (170) |
| Balance at December 31, 2025 | $185 | $1,270 | $1,455 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| (In Thousands) | |||
|---|---|---|---|
| Fair Value Measurements Using Significant | |||
| Unobservable Inputs (Level 3) | |||
| State and Local | State and Local | State and Local | |
| Governments | Governments | Governments | |
| Tax-Exempt | Taxable | Total | |
| Balance at January 1, 2024 | $1,188 | $1,272 | $2,460 |
| Change in Fair Value | - | 2 | 2 |
| Payments & Maturities | (835) | - | (835) |
| Balance at December 31, 2024 | $353 | $1,274 | $1,627 |
Most of the Company’s available for sale securities, including any bonds issued by local municipalities, have CUSIP numbers or have similar characteristics of those in the municipal markets, making them marketable and comparable as Level 2.
There wereno securities that transferred in or out of Level 3 during 2025 or 2024.
The Company also has assets that, under certain conditions, are subject to measurement at fair value on a nonrecurring basis. At December 31, 2025 and 2024, such assets consist of collateral dependent loans and loan servicing rights. Collateral dependent loans categorized as Level 3 assets consist of non-homogeneous loans that have expected credit losses. The Company may also estimate the fair value of certain nonperforming loans using a discounted cash flow method of future cash flows using management's best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams and estimated realizable values of available collateral (typically based on outside appraisals).
At December 31, 2025, collateral dependent loans categorized as Level 3 were $860 thousand and $3.0 million at December 31, 2024. The specific allocation for collateral dependent loans was $145 thousand as of December 31, 2025 and $52 thousand as of December 31, 2024. The specific allocations are accounted for in the allowance for credit losses (see Note 4).
During 2024 and 2023, impairment was recognized on loan servicing rights based upon the independent third party’s quarterly valuations. A valuation allowance was established by strata to quantify the likely impairment of the value of the loan servicing rights to the Company. If the carrying amount of an individual strata exceeds the fair value, impairment was recorded on that strata so the servicing asset was carried at fair value.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The following tables present assets measured at fair value on a nonrecurring basis:
| (In Thousands) | ||||||
|---|---|---|---|---|---|---|
| Quoted Prices in | ||||||
| Markets for · Significant · Significant | ||||||
| Balance at · Identical · Observable Inputs · Unobservable Inputs | ||||||
| December 31, 2025 · Assets (Level 1) · (Level 2) · (Level 3) | ||||||
| Collateral dependent loans | $715 | $ | - | $ | - | $715 |
| Loan servicing rights | 1,556 | - | - | 1,556 | ||
| (In Thousands) | ||||||
|---|---|---|---|---|---|---|
| Quoted Prices in | ||||||
| Markets for · Significant · Significant | ||||||
| Balance at · Identical · Observable Inputs · Unobservable Inputs | ||||||
| December 31, 2024 · Assets (Level 1) · (Level 2) · (Level 3) | ||||||
| Collateral dependent loans | $2,988 | $ | - | $ | - | $2,988 |
| Loan servicing rights | (4) | - | - | (4) | ||
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements:
| (In Thousands) | ||||
|---|---|---|---|---|
| Fair Value at December 31, 2025 | Valuation Technique | Unobservable Inputs | Range (Weighted Average) | |
| State and local government | $1,455 | Discounted Cash Flow | Credit strength of underlying project or entity / Discount rate | 3.26-3.75% (3.68%) |
| Collateral dependent loans | 715 | Collateral based measurements | Discount to reflect current market conditions and ultimate collectability | 20.00-50.00% (24.68%) |
| Loan servicing rights | 1,556 | Discounted Cash Flow | Constant prepayment rate and probability of default / Discount rate | 22.72-583.71% (36.21%) |
| (In Thousands) | ||||
|---|---|---|---|---|
| Fair Value at December 31, 2024 | Valuation Technique | Unobservable Inputs | Range (Weighted Average) | |
| State and local government | $1,627 | Discounted Cash Flow | Credit strength of underlying project or entity / Discount rate | -3.61-4.52% (4.33%) |
| Collateral dependent loans | 2,988 | Collateral based measurements | Discount to reflect current market conditions and ultimate collectability | 20.00-30.00% (20.78%) |
| Loan servicing rights | (4) | Discounted Cash Flow | Constant prepayment rate and probability of default / Discount rate | 9.36-618.70% (107.90%) |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 21 – Condensed Financial Statements of Parent Company
| Balance Sheets | ||
|---|---|---|
| (In Thousands) | ||
| 2025 | 2024 | |
| Assets | ||
| Cash | $4,576 | $4,554 |
| Interest-bearing time deposits | 1,473 | 2,457 |
| Related party receivables: | ||
| Dividends and accounts receivable from subsidiary | 4,420 | 4,010 |
| Accrued interest receivable - available-for-sale securities / interest-bearing time deposits | 39 | 47 |
| Securities - available-for-sale | 6,352 | 4,391 |
| Investment in subsidiaries | 392,653 | 358,127 |
| Other assets | 54 | 49 |
| Total Assets | $409,567 | $373,635 |
| Liabilities | ||
| Subordinated notes, net of unamortized issuance costs | 34,933 | 34,818 |
| Dividends payable | 3,125 | 2,996 |
| Accrued interest payable | 474 | 474 |
| Accrued expenses | 173 | 136 |
| Total Liabilities | 38,705 | 38,424 |
| Stockholders' Equity | 370,862 | 335,211 |
| Total Liabilities and Stockholders' Equity | $409,567 | $373,635 |
| Statements of Income and Comprehensive Income | |||
|---|---|---|---|
| (In Thousands) | |||
| 2025 | 2024 | 2023 | |
| Income | |||
| Dividends from subsidiaries | $13,700 | $12,100 | $7,500 |
| Distributed earnings of dissolved subsidiary | - | - | 1,005 |
| Interest - available-for-sale securities / interest-bearing time deposits | 269 | 240 | 162 |
| Noninterest income | - | 23 | 4 |
| Total income | 13,969 | 12,363 | 8,671 |
| Expenses | |||
| Interest expense | 1,138 | 1,138 | 1,258 |
| Operating expenses | 1,203 | 1,178 | 1,143 |
| Total expenses | 2,341 | 2,316 | 2,401 |
| Income Before Income Taxes and Equity in Undistributed Earnings of Subsidiaries | 11,628 | 10,047 | 6,270 |
| Income Tax Benefit | (453) | (452) | (495) |
| 12,081 | 10,499 | 6,765 | |
| Equity in undistributed earnings of subsidiaries | 21,228 | 15,439 | 16,022 |
| Net Income | 33,309 | 25,938 | 22,787 |
| Other Comprehensive Income: | |||
| Unrealized gains on securities, net of taxes | 13,335 | 3,789 | 9,221 |
| Comprehensive Income | $46,644 | $29,727 | $32,008 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
| Statements of Cash Flows | |||
|---|---|---|---|
| (In Thousands) | |||
| 2025 | 2024 | 2023 | |
| Cash Flows from Operating Activities | |||
| Net income | $33,309 | $25,938 | $22,787 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Equity in undistributed earnings of subsidiaries | (21,228) | (15,439) | (16,022) |
| Amortization of premiums on available-for-sale securities, net | (49) | 13 | 29 |
| Amortization of subordinated notes issuance fees | 115 | 116 | 116 |
| Stock-based compensation expense | 1,394 | 1,361 | 1,281 |
| Director stock awards | 189 | 188 | 180 |
| Changes in assets and liabilities: | |||
| Other assets and liabilities | (380) | (100) | (1,981) |
| Net cash provided by operating activities | 13,350 | 12,077 | 6,390 |
| Cash Flows from Investing Activities | |||
| Activity in available-for-sale securities: | |||
| Maturities, prepayments and calls | 855 | 1,580 | 1,445 |
| Sales | - | - | 1,105 |
| Purchases | (2,720) | (316) | - |
| Activity in certificates of deposit | |||
| Maturities | 1,233 | 739 | - |
| Purchases | (249) | (730) | (498) |
| Net cash (used in) provided by investing activities | (881) | 1,273 | 2,052 |
| Cash Flows from Financing Activities | |||
| Repayments of other borrowings | - | - | (10,000) |
| Purchase of treasury stock | (362) | (664) | (218) |
| Payment of dividends | (12,085) | (11,922) | (11,335) |
| Net cash used in financing activities | (12,447) | (12,586) | (21,553) |
| Net Change in Cash and Cash Equivalents | 22 | 764 | (13,111) |
| Cash and Cash Equivalents - Beginning of year | 4,554 | 3,790 | 16,901 |
| Cash and Cash Equivalents - End of year | $4,576 | $4,554 | $3,790 |
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
Note 22 – Quarterly Financial Data
| Quarterly Financial Data - UNAUDITED · (In Thousands, Except Per Share Data) | ||||
|---|---|---|---|---|
| Mar 31 | June 30 | Sep 30 | Dec 31 | |
| Summary of Income: | ||||
| Interest income | $41,002 | $43,492 | $44,484 | $44,566 |
| Interest expense | 17,093 | 17,781 | 17,583 | 16,795 |
| Net Interest Income | 23,909 | 25,711 | 26,901 | 27,771 |
| Provision for Credit Losses - Loans | 811 | 661 | 557 | 567 |
| Provision for (Recovery of) Credit Losses - Off Balance Sheet Credit Exposures | (260) | 27 | (272) | (1) |
| Net Interest Income After Provision for Credit Losses | 23,358 | 25,023 | 26,616 | 27,205 |
| Other expense | (14,598) | (15,325) | (15,382) | (14,372) |
| Net income before income taxes | 8,760 | 9,698 | 11,234 | 12,833 |
| Income taxes | 1,808 | 1,988 | 2,380 | 3,040 |
| Net income | $6,952 | $7,710 | $8,854 | $9,793 |
| Earnings per Common Share | $0.51 | $0.56 | $0.64 | $0.71 |
| Average common shares outstanding | 13,706,003 | 13,720,339 | 13,733,858 | 13,749,420 |
| (In Thousands, Except Per Share Data) | ||||
|---|---|---|---|---|
| Mar 31 | June 30 | Sep 30 | Dec 31 | |
| Summary of Income: | ||||
| Interest income | $38,654 | $41,166 | $41,901 | $41,851 |
| Interest expense | 18,536 | 19,791 | 20,312 | 19,021 |
| Net Interest Income | 20,118 | 21,375 | 21,589 | 22,830 |
| Provision for (Recovery of) Credit Losses - Loans | (289) | 605 | 282 | 346 |
| Recovery of Credit Losses - Off Balance Sheet Credit Exposures | (266) | (18) | (267) | (120) |
| Net Interest Income After Provision for Credit Losses | 20,673 | 20,788 | 21,574 | 22,604 |
| Other expense | (13,895) | (13,629) | (13,465) | (12,077) |
| Net income before income taxes | 6,778 | 7,159 | 8,109 | 10,527 |
| Income taxes | 1,419 | 1,477 | 1,593 | 2,146 |
| Net income | $5,359 | $5,682 | $6,516 | $8,381 |
| Earnings per Common Share | $0.39 | $0.42 | $0.48 | $0.61 |
| Average common shares outstanding | 13,671,166 | 13,681,501 | 13,687,119 | 13,699,869 |
Note 23 - Segment Reporting
The Company hasone reportable operating segment, commercial banking. While our chief operating decision makers (CODM) monitor revenue streams of various products and services, the identifiable segments’ operations are managed, and financial performance is evaluated on a Company wide basis. The commercial banking segment provides a broad array of financial products and services including commercial, agricultural, and residential mortgage as well as consumer lending activities, commercial and consumer banking services, wealth advisory services and insurance to individual and business clients through most of its banking center locations in Ohio, Indiana, and Michigan.
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024, 2023
The accounting policies of the commercial banking segment are the same as those described in Note 1 of the Notes to Consolidated Financial Statements. The CODM assess performance for the commercial banking segment and decide how to allocate resources based on net income which is also reported on the Consolidated Statements of Income as net income. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.
The CODM use net income to evaluate income generated from segment assets (return on average total assets) in deciding whether to reinvest profits into the commercial banking segment or to pay dividends or fund acquisitions. Net income is also used by the CODM to monitor budget versus actual results. Net income as well as other common company-wide financial performance and credit quality metrics such as return on average assets, return on average equity, earnings per common share, net interest margin, operating efficiency and nonaccrual loans to total loans, among others, are used for competitive analysis by benchmarking to the Company’s competitors as well as used in assessing the performance of the segment and for establishing management’s compensation. Loans, investments and deposits provide revenue in the banking operation. Interest expense, provisions for credit losses, salaries, wages and associated employee benefits, and data processing are the significant expenses in the banking operation.
The Company’s CODM are the President and senior management teamof the Company.
Note 24 – Subsequent Events
On January 27, 2026, the Company announced the authorization by its Board of Directors for the Company’s repurchase, either on the open market, or in privately negotiated transactions, of up to 650,000 shares of its outstanding common stock commencing January 27, 2026 and ending December 31, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.