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CLOSED · 05:35 ET
Market ClerkRecap
Sat Oct 31 · markets closed3 signals on Oct 30129 insider buys this week · $10BCIRO short report next: Nov 15The week ahead

FMFG

Farmers & Merchants Bancshares, Inc.
OTC · FINANCIALS · SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
18.99
+0.00 +0.00%
USD · close Oct 30

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How FMFG rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
91%
of sentences unchanged
Added
15
new sentences
Dropped
13
sentences removed
Length
+129
words, now 8,724

New in FY2025

  • At December 31, 2025, our CRE concentrations were above the heightened risk management thresholds set forth in this guidance.
  • Management of the Bank maintains an allowance for credit losses on loans based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality.
  • Although management continually monitors our loan portfolio and makes determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic or other conditions differ substantially from the assumptions used or adverse developments arise with respect to our non-performing or performing loans.
  • These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the Federal Reserve, and market interest rates.
  • As of December 31, 2025, investment securities in our investment portfolio having a cost basis of $136.1 million and a market value of $118.7 million were classified as available-for-sale pursuant to FASB Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities, relating to accounting for investments.
  • At December 31, 2025, our net deferred tax assets were valued at $6.3 million.
  • In addition, changes to the banking laws over the years have facilitated interstate branching, merger and expanded activities by banks and holding companies.
  • Since the 2008 recession that involved a large number of bank failures, banking customers across the country have become increasingly concerned about the extent to which their deposits are insured by the FDIC.
  • In particular, we may not realize the tax benefits of owning a captive insurance company, which are discussed in Item 1 of this Annual Report under the heading “ Supervision and Regulation ” - “ Laws Related to the Insurance Subsidiary ”.
  • If our appeal is not successful, then we could be required to pay taxes, interest, and penalties totaling approximately $2.0 million as of December 31, 2025 for the tax years under audit and our taxable earnings and/or the effective tax rate on our future earnings could increase substantially, any of which could have a material adverse effect on our business, financial condition and results of operations.
  • Consumers may decide to not use banks to complete their financial transactions.
  • Although the digital asset marketplace has experienced substantial instability over the past few years, transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially.
  • Our ability to pay dividends or make most other distributions on the common stock could be limited by the terms of our outstanding subordinated debentures.
  • On September 25, 2025, Farmers and Merchants Bancshares, Inc. issued $12,500,000 million in aggregate principal amount of its 7.875% Fixed to Floating Rate Subordinated Notes due September 25, 2035 (the “Subordinated Notes”).
  • Subject to certain exceptions set forth in the Subordinated Notes, if the Company were to fail to make any required payment of principal or interest under one of the Subordinated Notes or an Event of Default (as defined in the Subordinated Notes) were to occur, then, until such Event of Default is cured by the Company or waived by the holders of the Subordinated Notes, the Company would be prohibited from, among other things, declaring or paying any dividends or distributions on, or redeeming, purchasing, acquiring, or making a liquidation payment with respect to, any of the Company’s capital stock, including the common stock.

Gone since FY2024

  • At December 31, 2024, our CRE concentrations were above the heightened risk management thresholds set forth in this guidance.
  • Management of the Bank maintains an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality.
  • Although management continually monitors our loan portfolio and makes determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions differ substantially from the assumptions used or adverse developments arise with respect to our non-performing or performing loans.
  • These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the Federal Reserve Board of Governors, and market interest rates.
  • As of December 31, 2024, investment securities in our investment portfolio having a cost basis of $149.0 million and a market value of $125.7 million were classified as available-for-sale pursuant to FASB Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities, relating to accounting for investments.
  • At December 31, 2024, our net deferred tax assets were valued at $7.6 million.
  • In addition, changes to the banking laws over the last several years have facilitated interstate branching, merger and expanded activities by banks and holding companies.
  • Due to the large number of bank failures that have occurred since the 2008 recession, banking customers across the country have become increasingly concerned about the extent to which their deposits are insured by the FDIC.
  • In particular, we may not realize the tax benefits of owning a captive insurance company, which are discussed in the section of Item 1 of this annual report entitled “ Supervision and Regulation ” under the heading “ Laws Related to the Insurance Subsidiary ”.
  • If we are unable to achieve these benefits, then we will likely suspend the operations of the Insurance Subsidiary.
  • If our appeal is not successful, then we could be required to pay taxes, interest, and penalties totaling approximately $2.0 million as of December 31, 2024 for the tax years under audit and our taxable earnings and/or the effective tax rate on our future earnings could increase substantially, any of which could have a material adverse effect on our business, financial condition and results of operations.
  • Consumers may decide not to use banks to complete their financial transactions.
  • Although the digital asset marketplace has in recent months experienced substantial instability, transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially over the course of the last several years.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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