Farmers & Merchants Bancorp, Inc. (FMAO)
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AGM 2026

Apr 20, 2026

Speaker 2

Lars, thank you and welcome to everyone. I want to thank you for joining us today. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders. We now have shareholders attending via the web portal. As Chairman of the Board of Directors of the company, I officially call this meeting to order. In keeping with the digital approach to this year's meeting, it is now shortly after 1:30 P.M. Eastern Standard Daylight Time, April 20th, 2026. As the company's code of regulations provides, I will act as Chairman of this meeting. Our corporate secretary, Melinda Gies, will act as secretary of the meeting, and Marilyn Johnson will act as Inspector of Election at this annual meeting. After the formal meeting has been adjourned, we will provide time for general questions through the web portal.

Only validated shareholders may ask questions in the designated field of the web portal. Out of consideration for others, please limit yourself to one question. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and will address any unanswered questions on our corporate website as soon as practical after the meeting. Please also note this meeting is being recorded. Now I'd like to introduce the members of the board that are joining today's meeting, and I think we have a particularly talented and fully engaged board right now. They include Lars Eller, President and CEO of the company, Dr. Marcia Latta, Vice Chairman of the company, Ahmed Alomari, Ian Boyce, Andrew Briggs, Kevin Frey, Lori Johnston, Steve Planson, Frank Simon, and David Vernon. Brian C.

Johnson from Plante Moran, PLLC, our current 2026 independent registered public accounting firm, is joining us today, as well as David Mack with Shumaker, Loop & Kendrick, LLP, who will serve as our SEC counsel. They will be available during the question and answer session following today's meeting to respond to appropriate questions. Finally, I'd like to introduce executive management member Barbara Brittenreiter, CFO of the company, who will be sharing the financial highlights later in this meeting. The board of directors fixed the close of business on February 27th, 2026, as the record date for determination of shareholders who are entitled to vote at this annual meeting.

An affidavit from our secretary, Melinda Gies, has been delivered attesting to the fact that the notice of this meeting and related proxy materials were mailed on or about March 24th, 2026, to shareholders of record, which affidavit will be incorporated into the minutes of this meeting. I've been informed by the Inspector of Election that the Farmers & Merchants Bancorp shareholder registered list shows, as of the record date, the company had 13,748,074 shares of common stock eligible to vote at this meeting and that a quorum is present for the purposes of transacting business. Thank you for taking the time to vote for these proposals and joining this meeting. We have three items of business on the agenda as set forth in the proxy materials delivered to each of the shareholders. Proposal one is the election of the 11 directors.

The Nominating and Corporate Governance Committee of the board recommended, and the board has nominated the following individuals to serve as directors until the 2027 annual meeting. Ahmed Alomari, Ian D. Boyce, Andrew J. Briggs, Lars B. Eller, Kevin G. Frey, Lori A. Johnston, Dr. Marcia S. Latta, Steven J. Planson, Kevin J. Souder, Frank R. Simon, and David P. Vernon. Proposal two is a non-binding say on pay proposal. It's an advisory vote to approve the executive compensation programs of the company. Proposal three is a non-binding auditor ratification. An advisory vote on the ratification of the company's appointment of the independent registered public accounting firm, Plante Moran, PLLC, for the fiscal year ending December 31st, 2026. Please let the record reflect that it's now approximately 1:35 P.M. Eastern Standard Time on April 20th, and the polls are now open.

Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and follow the instructions that are given. The Inspector of Election will tabulate these votes. All proxies will be voted as you marked them. No further action is needed for shareholders who have sent in their proxies via telephone or the internet and do not want to change their vote. I'm going to pause briefly for the votes that are being cast. Seeing that everyone had the opportunity to vote, I now declare the polls for the 2026 Farmers & Merchants Bancorp, Inc. Annual Shareholder Meeting closed as of 1:36 P.M. Eastern Standard Time on April 20th, 2026. Marilyn Johnson, as Inspector of Election, do you have preliminary voting results?

Speaker 4

Mr. Chairman, yes we do. At this time, the preliminary report regarding proposal 1 shows that the 11 nominees for the election of the board have been duly elected. Regarding proposal 2, the advisory vote on say on pay to approve the executive compensation programs of the company has been ratified. Regarding proposal 3, the advisory vote on the ratification of the company's appointment of the independent registered public accounting firm of Plante Moran, PLLC for the fiscal year ending December 31st, 2026, has been ratified.

Speaker 2

Thank you, Marilyn. Your time and effort is appreciated. The Inspector of Election will furnish the secretary with a written report of the final vote counts, which shall be included in the minutes of the meeting. In addition, the company will file a report on Form 8-K with the Securities and Exchange Commission within four business days of this meeting confirming such votes. There being no further business to come before the meeting, the 2026 annual meeting of the shareholders of Farmers & Merchants Bancorp, Inc. is now adjourned. We'll now proceed with our presentations, and I appreciate your attention. President and CEO, Lars Eller, and CFO, Barbara Britenriker, will each give a brief presentation featuring the financial and company highlights, followed by our question and answer session.

Speaker 1

Thank you, Kevin. I am Barb Britenriker, your Chief Financial Officer. My presentation this year reflects the major financial improvement over the course of 2025 and will highlight the momentum we are bringing into 2026. As I begin, I'm going to switch to sharing the presentation larger so the numbers will show much better. First, I must share the following disclosure regarding our presentations going forward. We may make statements that are forward-looking and definitely what we intend to do. However, history has shown us that events can happen that may alter those plans between now and then, and we will not be obligated to update or explain why those results may differ. The last two years when we were together, we spoke of the promise of better performance in 2025, and we can now show how we fulfilled that promise and continue to become more profitable.

Legacy isn't about being remembered. It's about making your impact worth remembering." This quote ties into our theme of momentum reignited and legacy accelerated. It speaks to us what we want our employees, customers, shareholders, and communities we serve to remember the actions that we have taken. Let's take a look at the financial results of 2025. Sometimes it's nice to start with the dessert at dinner to get the celebration started, so let's start with the best news of all, the bottom line of 2025. Notice the golden number on this slide. It's golden because it is the highest in our history. Net income ended 28.4% better than 2024 and higher than all the years shown. As we continue to work on margin, we see a direct correlation to improvement in the bottom line.

The largest contributor to this net income is the improvement in net interest income. We continue to make the most revenue from what is at the heart of community banking, our net interest income, the difference between the interest of the funds we collect from the community and those that we lend out in the community. Let's look at comparing a year ago and the five-year compound annual growth rate, or referred to as CAGR. Taking this slide in sections, total assets is often referred to as the size of the company. A modest 2.1% growth rate in comparison to last year with a 12.5% five-year CAGR rate. This is not growth for growth's sake, but for profitability enhancement. As the chart below shows, the net interest income after provision for credit losses increased 19.3% in comparing 2025 to 2024.

On a year-over-year basis, this emphasizes the realization that in 2025, it wasn't growth that was needed, but a focus on improving our net interest income, and that is the most significant accomplishment of 2025. In looking at the five-year CAGR, asset growth was 12.5%, growing from $1.9 billion to $3.4 billion. While the net interest income after provision was 14.1%, improving from $53 million to $102 million. Again, profit enhancement outpacing asset growth. A final note on this slide, the growth in total assets was driven by a 6% increase in 2025 on loans year over year. The largest loan portfolio increases were in all areas of real estate, commercial, agriculture, and consumer, along with commercial and industrial and agricultural loans. These areas of growth were offset by lower consumer loans.

The benefit of the loan growth will become evident on the next slide as we look at the asset yield. Loans are the highest yielding asset, along with being the category with the largest average balance. Tax-exempt loans and investment securities have been adjusted on this slide to show the tax-equivalent adjusted yield. Two numbers on this slide we will revisit in discussions to follow. Total interest-earning assets at almost $3.2 million in average balance for 2025, and accounting for 94.6% of all assets. Second, the yield or rate on those interest-earning assets of 5.45%, as we'll compare to prior years and slides to come. First, let's look where the improvement in terms of dollars originated from in 2025. The top categories, loans and taxable investment securities, show an enhancement of $13.3 and $3.1 million in interest income.

The other two interest earning asset categories had negative interest impacts. This is one of the best charts to show the movement or the change in activity during 2025. The $5.1 million decrease in earnings in Fed funds sold was due mainly to the decrease in the holdings. These funds were transferred to the loans and the investments. The loss of $6.4 million in interest income and Fed funds sold resulted in improvement in loans and investments of $16.4 million. The biggest improvement in the loan interest revenue was due to a change in the rate structure of the portfolio. The bank will continue to see opportunity for favorable repricing of a large portion of the loan portfolio within the next two years. Now, let's look at the same two slides regarding the funding side of the company.

Other borrowed money is the most expensive funds category due to the longer terms associated with that funding. This would include advances and loans from the Federal Home Loan Bank of Cincinnati. Two numbers on this slide we will revisit in discussions to follow. Total interest-bearing liabilities is almost $2.5 billion in average balance for 2025, and accounting for 82.1% of all liabilities. Second, in the cost or rate on those interest-bearing liabilities of 2.8%, as we'll compare to prior year in slides to come. First, let's look at the bottom line and see that the interest expense decreases $8.4 million in 2025 as compared to 2024. Second, all categories show improvement in net change of dollars of expense. Aided by the Federal Reserve drops in Fed funds rate, all deposits became a little less expensive.

The savings deposits show $2 million of additional expense for new balances added, but that is still overshadowed by the $4.5 million drop in expense from rate changes. Time deposits or CDs saw interest savings both from lower balances and due to the rate changes. With the majority of our special CD terms under 12 months, this allowed repricing to occur multiple times throughout the year. The combining of these last four slides has us ready to review the net interest margin improvement in 2025 as compared to 2024. Remember I mentioned the average earning asset balance for 2025 was $3.2 million? Why was that so important? For the net interest margin, one basis point of improvement equals $320,000 in additional revenue. F&M improved our net interest margin by 56 basis points, totaling $17.8 million. Most exciting of all is that both components of the calculation improved.

Asset yield went up and the interest cost went down. That is the main reason for the improvement in the bottom line that we started our financial discussion with. Asset quality and operating efficiency are two more important factors to our success, not just in 2025, but a long part of our history. This slide shows the strong ratios as of December 31st, 2025. We could show and talk in more detail on our loan portfolio mixes, our concentrations, and our diversity if time was not a constraint. We would encourage you to visit our website and review our quarterly investor reports and our SEC filings. A factor in our ability to continue to pay dividends is that we keep an eye on the expenses while also looking for additional opportunities to increase revenue. Operating efficiency is a measure we use to monitor our success.

As a reminder, operating efficiency is non-interest expense divided by the sum of net interest income and non-interest income. Or as I like to say it, how many pennies it costs us to raise a dollar of income. This ratio is important to us because we improve it by controlling our expenses and by increasing our revenue through our core business. Gain on sale of investments and loan loss provision expense are not included. We already know that the numerator of net interest income and non-interest income improved. This slide shows the non-interest expense component impacting operating efficiency. This first chart highlights our largest expense relates to our team. Salary and benefits expense accounts for over 50% of our non-interest expense. In 2023, it was around 51.5%. For 2004, it was 56.4%, and for 2005, it was 53.3%.

As we invested in our team, talent was more expensive and performance was better. In total, the operating efficiency ratio improved from 68.4% in 2023 to 61.99% for 2025. As our net interest margin improves and we continue to monitor our expenses, we strive to keep this ratio in the low 60s with our long-reaching goal of it beginning with a five. Now let's look at what other numbers impacted our shareholders more directly. This chart looks at both earnings per share and dividends declared. Earnings per share return to our higher level of performance. At $2.43, earnings per share were 27.9% higher than 2024's. Dividends declared are shown in the orange bars and also show the change over time depicted with the linear dotted line. It confirms our long-standing commitment to you, shareholders of F&M, to maintain a steady and ever-increasing dividend. We stayed the course.

We recognize how beneficial this has been to many of our longtime shareholders, and we again increased the regular dividend. We actually did it twice this year, once in the third quarter, and again with the fourth quarter declaration. This chart also gives a glimpse at the percentage of income being shared as a dividend. Had we calculated based on a percentage of earnings, that dotted line would not be linear, but would have shown much more volatility. This chart gives us a longer view of our dividend declarations, and we could go back even further. After all, we have one of the longest track records of consecutive dividend increases out of all bank stocks. F&M has increased the annual cash dividend for 31 consecutive years. On the right, notice the KBW Regional Banking Index compared to FMAO total shareholder return from December 31st, 2011, to December 31st, 2025.

These computations are based on $100 initial investment and the values according to Bloomberg. A 17.5% higher return on your investment of FMAO stock. Over the last 10 years, F&M has continued to provide the strong base and capital from which to grow with an 11.9% compound annual growth rate in stockholders' equity. It has been a team effort, and we are proud of the legacy we continue to build. This chart shows the momentum is ignited to continue improving our financial performance. I return to our beginning quote and hope that you agree the impact on net interest income improvement is an impact worth remembering when reflecting on F&M's 2025 performance. Thank you for believing in F&M. I will now turn the podium over to Lars B. Eller, your President and CEO.

Speaker 3

Thank you, Barb. That was tremendous. Well done. On behalf of everyone at F&M, I'm extremely pleased to report on our operational and financial progress F&M has made during 2025. Positive momentum throughout 2025 benefited from sustained organic growth and continued expansion across our local Ohio, Indiana, and Michigan markets. Reflecting on the progress that we made during the year, we ended 2025 with record quarterly earnings per share, record stockholders' equity, and record total assets. These results demonstrate the effectiveness of our relationships-driven approach and our continued investments in people, technology, and capabilities. Most importantly, this performance would not have been possible without the dedication and professionalism of our team, whose commitment to our customers and communities continues to set F&M apart from the markets we serve. F&M enjoyed strong financial momentum in 2025, as you heard from Barb.

Because of investments and strategies we pursued to create value for our shareholders. In fact, profitability has returned to the levels not seen since the period of extraordinary industry support during the COVID era. This time driven entirely by core operating performance, prudent balance sheet management, and sustainable growth across our markets. These results underscore the earnings power of our business and provide confidence in our ability to deliver attractive, consistent returns. I know you heard these from Barb, but I think they're worth sharing again. Our financial highlights were tremendous. A 28% increase in net income or $2.43 per share. Higher net income helped increase our ROA to nearly 1% for the year, compared to 0.78 last year. Just an important note, that's the highest return on assets we've had in three years.

In addition, we achieved a 15% increase in our tangible book value and ended the year with a little over $280 million of tangible equity or $20.40 per share. F&M's consistent profitability and capital strength has supported, again, as Barb said, one of the longest dividend growth records among publicly traded community banks. F&M has increased the annual dividend, I know I'm saying it again, 31 consecutive times. It is a fantastic accomplishment. Our impressive performance during 2025 enabled us to increase our dividend payment both in the third and the fourth quarters. On a per share basis, our annual dividend had a 2% increase and went from $0.8825 to $0.90 per share last year. Consistent dividend growth remains a vital component of our shareholder value proposition and reflects confidence in our earnings power and our capital position.

Supporting our community remains central to our mission. In 2025, we contributed a record $628,000 to local charities, nonprofits, and community organizations across our markets. This year, we hosted our eighth annual F&M Charity Golf Classic in Ohio and our fourth annual Indiana F&M Charity Golf Classic, which combined, they raised $48,000 for organizations in Ohio and Indiana communities, including Sarah's Garden, Northwestern Ohio Community Action Commission, the Ability Center, the Family and Child Abuse Prevention Center, Adams Wells Crisis Center, and the Honor Flight Northeast Indiana. Our local presence and community involvement helps distinguish F&M from our competitors. Smaller competitors don't have the scale or resources to have a market presence, while larger competitors lack the local presence and often overlook F&M's markets. During 2025, we expanded our treasury management team with two experienced professionals. Both delivered outstanding first-year performance, with each generating more than $40 million in deposits.

Treasury management remains a key strategy priority as we deepen commercial relationships and grow our operating account balances. Other specialized teams have delivered standout results. Our home loan group funded more than 1,000 mortgages. That's an increase of 22% compared to 2024 and improved our gain on sale to more than $600,000. Our credit underwriting team processed 42% more volume year-over-year with only one additional full-time employee, reflecting both process improvements and strong productivity. During the year, our swap program generated more than $2 million in revenue in 2025 while helping our commercial customers better manage their rate risk. In addition, F&M Investments achieved its best year on record, surpassing $400 million in assets under management and producing $1.35 million in annual revenue. This business continues to enhance our non-interest income mix and deepen our customer relationships. Growing core deposits remained a top priority in 2025.

We opened over 7,500 new checking accounts during the year, including 720 just in December, reflecting the strength of our local brand and our frontline teams. We also expanded our physical presence by opening a brand-new branch in Troy, Michigan. The office is off to an excellent start, generating approximately $19 million in loans and $3 million in deposits since it opened in August. This early success reinforces our belief that disciplined market expansion, supported by strong local leadership, remains a very effective growth lever for us. We continue to make targeted investments in technology that are designed to improve F&M's efficiency and customer experience. During the year, we deployed process automation tools within our deposit operations to accelerate previously manual back-office workflows. We also partnered with a fintech provider to rebuild our account opening platform.

Today, new customers, whether online or in the branch, can open and fund an account in under 5 minutes compared to 15-20 minutes historically. We believe this provides F&M with a meaningful competitive advantage compared to our other community bank peers. Our progress in 2025 was supported by continued investments in leadership. We strengthened our management bench with the addition of Peter Schork, a former bank CEO, to lead our Michigan and Toledo region. We also welcomed Allison Garwood to lead our loan operations and Mike Benson to expand small business and our Community Reinvestment Act initiatives. These leaders bring extensive experience and execution focus to important growth and risk management functions. During the year, several senior officers were elevated to positions of greater responsibility across corporate strategy, banking operations, and customer experience. This reflected the strength of our succession planning and leadership development programs.

During 2025, our leadership promotions included Andrew Baker was appointed the Chief Strategy Officer. Taryn Marino was promoted to Chief Retail Banking Officer. Eric Faust was promoted to Executive Vice President. Curtis Metz was promoted to Market President for Northern Indiana. Amy Cover was appointed Chief Marketing and Experience Officer, and Mike Schnitkey was promoted to Market President for Northwest Ohio. These promotions reinforce our commitment to recognizing performance and ensuring continuity in the markets we serve. Building leadership depth from within our ranks remains one of our most durable competitive advantages. There are also several changes to our board of directors. In June, Ahmed Alomari was appointed as a director of F&M. Mr. Alomari's strong background in technology leadership, enterprise systems aligns closely with our ongoing digital transformation and cybersecurity priorities as we continue investing in digital infrastructure and customer experience.

During the summer, we also announced our transition in board leadership. Andrew Briggs stepped down as chairman as part of our succession plan, and Kevin J. Sauder, a long-serving director with deep community and business leadership credentials, assumed the role of chairman. This transition preserves steady governance while positioning the board to support our next phase of strategic execution. After 12 years of service, Jo Ellen Hornish resigned as a valued member of our board. Her guidance and steady leadership were instrumental in shaping the success we enjoy today. We are sincerely grateful for the time, talent, and energy she's devoted to the board and the communities we serve. On behalf of the entire board and executive leadership team, I want to extend our deepest thanks to Jo Ellen and her dedication to F&M.

The updates we made to the board in 2025 reflect our commitment to excellent governance and ongoing efforts to build a robust, well-rounded board of directors. In fact, of F&M's current 11 directors, eight have been added in the last seven years. During the year, management and the board worked closely together to complete a new three-year strategic plan that will guide our priorities, capital allocation, and operating focus through the next phase of F&M's growth. This plan builds on the progress we've made strengthening our balance sheet, expanding our capabilities, improving performance while establishing a clear roadmap for disciplined, sustainable value creation designed to keep our organization aligned, focused on execution, and responsive to both market opportunities and evolving customer needs.

The core four pillars of the plan include one, grow deposits and fund loan growth through stronger core deposit generation, expanded treasury management, and reduced reliance on wholesale funding. Two, achieve sustainable and profitable growth through disciplined organic expansion, selective mergers and acquisitions, and revenue diversification. Three, improve operational efficiency and effectiveness through process design, digital advancement, automation, AI, and cybersecurity investment. Four, foster workplace excellence through leadership development, succession planning, employee engagement, and cultural alignment. We believe this framework positions F&M to elevate performance, increase shareholder value, support customers, engage employees, and strengthen our community impact over the coming years. Looking ahead to 2026, we believe F&M is well positioned to benefit from several supportive financial and operating trends. As loans originate in a lower rate environment mature and reprice, we expect continued expansion in the yield of our loan portfolio.

At the same time, our proactive approach to deposit pricing over the past several years provides flexibility should the Federal Reserve move to reduce rates, creating opportunity to further optimize our cost of funds. These factors, combined with our relationship-driven banking model, disciplined credit culture, strong capital position, and experienced team, position us to deliver sustainable earnings growth and long-term value for our shareholders, customers, and the communities we serve. Overall, I believe F&M is entering the next chapter of growth from a position of strength. We've regained momentum, expanded profitability, improved efficiency, and continued to invest in the people, technology, and capabilities that will support our long-term success. Our balance sheet is sound, our credit quality remains strong, our leadership bench is deeper than ever, and our strategic priorities are clear.

Our team continues to deliver for customers, support one another, and stay deeply connected to the communities we serve. The combination of discipline, accountability, and local commitment is difficult to replicate and remains at the heart of our competitive advantage. We are excited about the road ahead and remain committed to delivering another year of progress and performance. On behalf of our board of directors and leadership team, thank you for your continued trust and support. All right. Now we're going to open up things for our shareholder questions and comments. While you gather your thoughts, we'll begin with a few that we received in advance of today's meeting. We'll look at those first. We'll also take shareholder questions that are being asked on the web portal, and please note we'll attempt to answer.

I know Kevin said this at the beginning, but just a quick reminder, we're going to attempt to answer as many questions as we can, as the time allows, but only questions that are relevant to the meeting and that will be addressed. Any questions that are omitted will be addressed on the company website. All right. While we're waiting for some questions to come in, we got some that came in directly to us, and so let me turn it over to Marilyn to ask those questions, and Barb and I will do the best we can to answer them. Marilyn?

Speaker 4

The first question is directed to Barb. It seems like there are several tailwinds to profitability and NIM expansion for 2026. Can you provide more color into what is driving the confidence you have and how we shareholders should think about profitability in 2026?

Speaker 1

Great question. Two biggest improvements that I'd like to talk about. One is the net interest margin. We have been very intentional. Using pricing models have enabled us to get a large improvement that we saw in 2025, and we still continue to use those models. We continue to expect to see that margin maintained. We have some large repricing opportunities on our loans in 2026 and 2027. Even if there's rate cuts, we don't, any of us, know the future, but even if there are rate cuts, we could handle improvement or still see improvement for at least the next 150 basis points drop. We started the year with a higher margin than we did a year ago due to the improvement throughout 2025. That margin, we're starting out at a higher point than we did last year.

We're going to continue to see higher profitability earlier than we did last year. Lastly, we're matching loan growth with funding capabilities. We're doing a good job of making sure that we're maintaining the loan growth, but that we're matching the funding capabilities that are coming with it. Lastly, non-interest income. We're expanding through F&M Investments, through treasury management, and new services and acquisitions that may come about in 2026. We are going to be able to keep our focus with the addition of our new three-year strategic plan. We're looking forward to continued improvement and profitability.

Speaker 4

This question is also for Barb. Asset quality has been at historically strong levels. Where do you think non-performing loans to total loans normalizes, and how are you thinking about underwriting and risk management in the current environment?

Speaker 1

First and foremost, we are not changing underwriting standards, nor do we have pressure to take on more risk by easing to get loans. We have a strong loan generation model, so loan generation is not a problem for us. Our credit analyst team is one of the best in the business. They are continually shocking the cash flows for different scenarios to aid in recognition of possible areas of concern and allowing us to have the ability to identify early, to work with our borrowers, and to stay on top of it. With that said, I can't give you an actual ratio or an actual number because there's going to be unexpected events that occur, and the asset quality ratios may increase slightly. However, most important, we feel confident in the structuring of our loans that large losses will not follow even if the ratios do increase.

We have proven over time our ability to manage through challenges brought by mother nature, political, and regulatory environments, and we expect to continue to do so.

Speaker 3

Am I going to get one maybe?

Speaker 4

Lars, this one is for you.

Speaker 3

Thank you.

Speaker 4

The company has been growing its footprint. How are new branches performing? What's been the earn back for recent de novo branches, and what are your plans over the next several years?

Speaker 3

All right. Yeah, we have been growing the footprint. We've done quite a bit through acquisitions. We've also had some really successful de novo branches. We really have, in very strategic locations for us. We have a comprehensive profit model that looks at each of those. If I look at the ones that have come more recently, the last, call it 4 years, we opened up Illinois Road in Fort Wayne. We opened up Fort Wayne downtown. We opened up Oxford, Ohio, which is near Miami University. We opened up downtown Toledo, Birmingham, Michigan, and then most recently, Troy, Michigan. I'm glad to say 5 of those are all profitable. There's only 2 that aren't. Troy, Michigan, which is only 5 months in, so we expect it fully to be profitable we think over the next 2 years.

Toledo downtown, which is more of a Community Reinvestment Act area for us, so it just takes a little bit longer to get the profitability there. Over the next few years, we'll continue to add de novo offices in strategic locations. I think it really shows your commitment to the community with your building bricks and mortar in towns. I think that matters to our towns. We use an outside firm that helps us pinpoint where the next great locations for us based on demographics, economics, what's unique about that area and where we might be successful, and we base those to target where they should be. We use that same process and that same data to find a Birmingham location, the Troy location, Fort Wayne downtown, and then Sidney.

You'll say, "Well, Sidney, that wasn't a de novo." That actually worked out being a part of the Peoples acquisition is how we got Sidney, so that worked out great for us. I think we're in a good spot there, and de novo is definitely part of our strategy going forward.

Speaker 4

Lars, also for you, the company has a tremendous track record of dividend growth. Can you provide more color on how F&M's board increases the dividend and how the company's dividend policy fits into its broader capital allocation strategy?

Speaker 3

Yeah. We have a unique shareholder base for a publicly traded bank. Normally, publicly traded banks our size have a significant portion of their shareholder base are institutional, and ours are not. We're only close to 25% institutional. The rest is retail investors like all of us here. There's a very different makeup to that, and just it makes dividends and dividend growth much more important, especially if you look at the majority of the markets that we're in. We're having aging populations, and people rely on that income more than you think. I think that's important to us. If we look at our payout guidelines that we have, we pay out around 40%-70% for the bank in terms of our earnings, and then 35%-45% in the Bancorp as part of what we're looking to do.

The lower percentage of the Bancorp is because we always like to leave a little bit of money in there if we have an acquisition that comes up, so you have some money to help with that acquisition. Always want to be prepared. Finally, we try not to go outside the normal range, but sometimes we make exceptions and go outside the normal range. The key point I think that everybody needs to keep in mind is we never go outside where we put our capital position in jeopardy. We always want to make sure we have a well-capitalized bank and make sure we stay within the regulations in terms of risk.

Speaker 4

Yeah. One more thing I would add, Lars, is that you should all be receiving your dividend from our first quarter declaration, and it's a 4% increase over same time last year. Exciting.

Speaker 3

Yeah, very exciting.

Speaker 4

Another question for Lars. You introduced a new strategic plan. Can you review how you executed against your prior strategic plan, and what went into the development of this new plan?

Speaker 3

I have to start by saying when we put together the last plan, 2023 to 2025, within a few months, interest rates just took off. You might remember. They went up about 550 basis points in a really short period of time. I'll be frank, our plans went out the window. We had to completely change what we were doing and make sure that we could stay focused in terms of earnings for our shareholders, and that's what we changed. The plan was all about how do we get back the earnings that we used to provide to our shareholders and what our shareholders have become accustomed to. I think if you saw. Again, you saw the results that we had. I think we got there.

took all three years, but I think we got there, and we actually capped it nicely with, I think, a record year for the bank. In terms of the new plan, we spent a ton of time. We got together the senior team. We got together the board. We used one-on-one interviews. We did some surveys. We thought we really, really prepared well for this particular plan right here, and we got together for three days off-site, put together a really good strawman, and then took two months to build out the key performance indicators that you need to have to make sure you have the accountability in delivering against the plan.

I know I did talk about it in my talk, so I won't reiterate all of them, but the four pillars of the plan, if they're going to be really successful for us, and they are grow deposits and to fund loan growth, achieve sustainable and profitable growth with market expansion, improve operational efficiency and effectiveness, and foster workplace excellence. I think those are going to allow us to be very successful over the next three years. Any other ones, Marilyn?

Speaker 4

Not at this time.

Speaker 3

Okay. Thank you for that.

Speaker 4

Close it out.

Speaker 3

What we'll do is, if we have any others, we'll respond to those on the website or on the web portal. Again, if there's no further questions, we'll take this opportunity to close out the 2026 Annual Shareholders Meeting of Farmers & Merchants Bancorp, Inc., and we'll consider it now concluded. Thank you all for attending this virtual meeting.

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