Current Report · Items 5.05, 9.01 · 8-K
Farmers and Merchants Bancshares, Inc.
FMFGOTCEQUITYCurrent
Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On May 18, 2026, the Board of Directors of Farmers and Merchants Bancshares, Inc.…
Filed May 21, 2026Accepted May 21, 2026, 4:19 PM EDTCIK 1698022Accession 0001437749-26-018092
Company context
The Bank is a Maryland commercial bank chartered on October 24, 1919 that is engaged in a general commercial and retail banking business. The Bank’s main office is located in Upperco, Maryland, and it has six additional full service branches located in the Maryland communities of Hampstead, Greenmount, Reisterstown, Owings Mills, Eldersburg, and Westminster. In addition, the Bank has a satellite branch located at the senior living community of Carroll Lutheran Village in Westminster, Maryland and a loan production office in Towson, Maryland. The Bank is an independent community bank providing a wide range of retail and commercial banking services to businesses and individuals in its market areas. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation.
Current securities
Disclosure sections
Items 5.05, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.05Item 5.05 - Amendment to Code of Ethics
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On May 18, 2026, the Board of Directors of Farmers and Merchants Bancshares, Inc. (the “Company”) amended and restated the Code of Ethics that applies to all of the Company’s directors and executive officers, including its principal executive officer and principal financial officer (the “Code of Ethics”), for the purpose of updating it and making it a more compliance-focused and principles-based code of ethics. The following list summarizes the amendments:
Structure & Tone
Transition to a concise, section-based policy format
More professional, compliance-focused tone
Governance & Accountability Enhancements
Formalized reporting expectations and accountability
New anti-retaliation protections for good-faith reporting
Clear, tiered disciplinary framework
Conflicts of Interest
Simplified, principle-based guidance
Heightened focus on both actual and perceived conflicts
Immediate disclosure requirement emphasized
Gifts & Business Courtesies
‘Nominal value’ threshold increased from $50 to $100
Simplified standards emphasizing reasonableness and frequency
New and Expanded Policy Areas
Confidentiality & data protection (including breach reporting)
Personal trading and insider information restrictions
External employment approval and disclosure structure
Community and political activity guidelines
Personal Financial Responsibility
Shift from prescriptive triggers (e.g., resignation requirements) to principle-based expectations
Removal of Prescriptive Detail
Eliminates extensive examples and scenario-based rules
Replaces detailed restrictions with principles and management oversight
Compliance Alignment
Stronger emphasis on fraud, bribery, and regulatory compliance
Improved alignment with enterprise risk management practices
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Administration & Acknowledgment
Annual employee and director acknowledgment required
Board approval required for policy updates
A copy of the Code of Ethics is filed as Exhibit 14.1 to this report. The Code of Ethics is also available on the Company’s website at, www.fmb1919.bank, and may be accessed by clicking on “Investor Relations”, then “About Us”, then “Corporate Overview”, and then “Code of Ethics”.