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): May 11, 2026

Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)

Delaware
000-26099
94-3327828
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

111 West Pine Street, Lodi, California
95240
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (209) 367-2300

Former name or former address, if changed since last report
Not Applicable

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

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
None
  
Not applicable
  
Not applicable

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

Emerging growth company ☐

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

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 11, 2026, Farmers & Merchants Bancorp (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for which the Board of Directors solicited proxies. A quorum of stockholders was present, consisting of a total of 397,812 shares or 57.40% of shares outstanding. The following items were voted on during the Meeting:

1. Election of Directors

The seven nominees listed below were elected and the results of the election were as follows:

 
Votes
  
Votes
    
Name
For
  
Withheld
  
Uncast
           
Edward Corum, Jr.
386,334
  
11,478
  
0
Stephenson K. Green
394,362
  
3,450
  
0
Craig W. James
394,409
  
3,403
  
0
Gary J. Long
392,613
  
5,199
  
0
Kevin Sanguinetti
391,031
  
6,781
  
0
Deborah E. Skinner
386,424
  
11,388
  
0
Kent A. Steinwert
390,421
  
7,391
  
0

2. Approval, By Non-Binding Vote, On the Compensation of the Named Executive Officers

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Act”), the Company asked stockholders to provide advisory (non-binding) approval of executive compensation as described in the “Executive Compensation – Compensation Discussion and Analysis” and “Executive Compensation” sections of the 2025 proxy statement. The results of the election were as follows:

 
Shares
  
% of
Voted
Shares
For
362,155
  
91.04%
Against
12,151
  
3.05%
Abstain
23,506
  
5.91%

SIGNATURE

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 & MERCHANTS BANCORP
       
 
By
/s/ Bart R. Olson
  
       
       
   
Bart R. Olson
  
   
Executive Vice President
  
   
& Chief Financial Officer
  

Date: May 12, 2026