Farmers & Merchants Bancshares, Inc. (Form: 8-K, Received: 10/27/2025 09:01:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2025

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-55756	81-3605835
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

4510 Lower Beckleysville Road, Suite H, Hampstead, MD		21074
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 374-1510

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operation and Financial Condition.

On October 27, 2025, Farmers and Merchants Bancshares, Inc. (the “Company”) issued a press release describing its financial results for the three and nine month periods ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The exhibits furnished with this report are listed in the following Exhibit Index:

Exhibit No.

Description

99.1	Press release dated October 27, 2025 (furnished herewith).

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FARMERS AND MERCHANTS BANCSHARES, INC.


Dated: October 27, 2025	By:	/s/ Gary A. Harris
		Gary A. Harris
		President & CEO

	September 30,			December 31,
	2025			2024 *

Assets

Cash and due from banks	$	51,666		$	63,962
Federal funds sold and other interest-bearing deposits		521			697
Cash and cash equivalents		52,187			64,659
Certificates of deposit in other banks		100			100
Securities available for sale, at fair value		121,138			125,713
Securities held to maturity, at amortized cost less allowance for credit losses of $79 and $60		21,128			20,499
Equity security, at fair value		546			518
Restricted stock, at cost		3,100			921
Mortgage loans held for sale		-			157
Loans, less allowance for credit losses of $4,257 and $4,260		622,457			582,993
Premises and equipment, net		7,222			7,349
Accrued interest receivable		2,550			2,439
Deferred income taxes, net		6,410			7,606
Other real estate owned, net		2,775			1,176
Bank owned life insurance		15,640			15,324
Goodwill and other intangibles, net		7,020			7,026
Other assets		7,359			8,163
Total Assets	$	869,632		$	844,643

Liabilities and Stockholders' Equity

Deposits
Noninterest-bearing	$	116,187		$	107,197
Interest-bearing		617,909			651,609
Total deposits		734,096			758,806
Securities sold under repurchase agreements		2,458			5,564
Federal Home Loan Bank of Atlanta advances		50,200			5,000
Long-term debt, net of issuance costs		12,024			11,329
Accrued interest payable		935			1,003
Other liabilities		6,756			6,669
Total liabilities		806,469			788,371

Stockholders' equity
Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,202,935 shares in 2025 and 3,166,653 shares in 2024		32			32
Additional paid-in capital		31,718			31,136
Retained earnings		44,602			41,613
Accumulated other comprehensive loss		(13,189	)		(16,509	)
Total Stockholders' equity		63,163			56,272
Total liabilities and stockholders' equity	$	869,632		$	844,643

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025		2024

Interest income
Loans, including fees	$	9,307		$	7,902		$	26,572	$	22,021
Investment securities - taxable		1,071			1,623			3,191		4,794
Investment securities - tax exempt		157			141			467		416
Federal funds sold and other interest earning assets		424			181			909		861
Total interest income		10,959			9,847			31,139		28,092

Interest expense
Deposits		4,344			3,911			12,665		10,244
Securities sold under repurchase agreements		13			13			42		49
Federal Home Loan Bank advances		129			65			251		109
Federal Reserve Bank advances		-			648			-		1,911
Long-term debt		120			125			342		387
Total interest expense		4,606			4,762			13,300		12,700
Net interest income		6,353			5,085			17,839		15,392

Provision for credit losses		327			-			595		-

Net interest income after provision for credit losses		6,026			5,085			17,244		15,392

Noninterest income
Service charges on deposit accounts		185			209			527		621
Mortgage banking income		75			43			151		66
Bank owned life insurance income		105			103			316		288
Fair value adjustment of equity security		7			20			16		14
Gain (loss) on settlement of fair value hedge		-			-			94		(32	)
Loss on sale of premises and equipment		-			(5	)		-		(5	)
Gain on insurance proceeds, net		73			-			73		143
Other fees and commissions		106			81			343		234
Total noninterest income		551			451			1,520		1,329

Noninterest expense
Salaries		2,178			1,878			6,576		5,848
Employee benefits		573			549			1,486		1,597
Occupancy		281			275			890		799
Furniture and equipment		370			327			1,185		897
Professional services		174			167			565		530
Automated teller machine and debit card expenses		71			173			407		474
Federal Deposit Insurance Corporation premiums		150			91			466		282
Postage, delivery, and armored carrier		62			72			204		217
Advertising		63			57			193		180
Other real estate owned expense, net		(13	)		11			58		17
Other		500			471			1,607		1,466
Total noninterest expense		4,409			4,071			13,637		12,307

Income before income taxes		2,168			1,465			5,127		4,414
Income taxes		462			342			1,058		993
Net income	$	1,706		$	1,123		$	4,069	$	3,421

Earnings per common share - basic and diluted	$	0.53		$	0.36		$	1.28	$	1.09

	As of or For the Three Months Ended September 30,
	2025			2024			2023

*OPERATING DATA*

Interest income	$	10,959		$	9,847		$	8,002
Interest expense		4,606			4,762			2,815
Net interest income		6,353			5,085			5,187
Provision for (recovery of) credit losses		327			-			(75	)
Net interest income after provision
for (recovery of) credit losses		6,026			5,085			5,262
Noninterest income		551			451			383
Noninterest expense		4,409			4,071			3,746
Income before income taxes		2,168			1,465			1,899
Income taxes		462			342			467
Net income	$	1,706		$	1,123		$	1,432

*PER SHARE DATA*

Net income (Basic and diluted)	$	0.53		$	0.36		$	0.46
Dividends	$	0.34		$	0.00		$	0.31
Book value	$	19.72		$	18.81		$	15.61

*KEY RATIOS*

Return on average assets		0.80	%		0.56	%		0.77	%
Return on average equity		11.23	%		8.05	%		11.54	%
Efficiency ratio *		67.04	%		73.54	%		66.36	%
Net yield on interest-earning assets		3.15	%		2.62	%		2.88	%
Tier 1 capital leverage ratio		9.29	%		9.42	%		9.91	%

	As of or For the Three Months Ended September 30,
	2025			2024			2023

*AT PERIOD END*

Total assets	$	869,799		$	817,531		$	730,262
Gross loans		626,714			575,753			535,646
Cash and cash equivalents		52,187			16,842			12,288
Securities		142,266			179,697			139,949
Deposits		734,096			673,745			631,811
Long term debt, FRB and FHLB borrowings		62,224			70,800			38,154
Stockholders' equity		63,163			59,162			49,834

*SELECTED AVERAGE BALANCES*

Total assets	$	855,971		$	808,044		$	743,450
Gross loans		621,092			560,895			530,824
Cash and cash equivalents		41,735			20,676			18,650
Securities		142,514			178,679			148,323
Deposits		741,497			662,477			638,037
Long term debt, FRB and FHLB borrowings		41,306			76,036			44,919
Stockholders' equity		61,705			56,853			49,048

*ASSET QUALITY*

Nonperforming assets	$	2,775		$	1,630		$	1,898

Nonperforming assets/total assets		0.32	%		0.20	%		0.26	%

Allowance for credit losses/total loans		0.68	%		0.56	%		0.87	%