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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
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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

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 23, 2026
  2. 10-Q filingAug 11, 2026
  3. Results of Operations and Financial ConditionJul 23, 2026
  4. Entry into a Material Definitive Agreement · Material Modification to Rights of Security HoldersJun 16, 2026
  5. Other EventsMay 19, 2026

Disclosure sections

Items 5.05, 9.01

Select 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 - 2 - 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”.