Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 2.01, 5.02, 8.01, 9.01 · 8-K

Richmond Mutual Bancorporation, Inc.

RMBINASDAQEQUITYCurrent

Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Effective July 1, 2026, Richmond Mutual Bancorporation, Inc. (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’), the holding company of The Farmers Bank, pursuant to the Agreement and Plan of Merger, dat…

Filed Jul 1, 2026Accepted Jul 1, 2026, 10:56 AM EDTCIK 1767837Accession 0001104659-26-079701
Share

Company context

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Midwest, a community-oriented financial institution offering traditional financial and trust services within its local communities through its branch locations in Cambridge City, Centerville, Fishers, Frankfort, Kirklin, Lebanon, Michigantown, Mulberry, Noblesville, Richmond, Rossville, Shelbyville, Sheridan, Tipton, and Westfield, Indiana, and its locations in Columbus, Sidney, Piqua, and Troy, Ohio.

Current securities

Recent company filings

  1. Results of Operations and Financial ConditionOct 30, 2026
  2. Other EventsAug 20, 2026
  3. 10-Q filingAug 13, 2026
  4. Financial Statements and ExhibitsAug 12, 2026
  5. Results of Operations and Financial ConditionJul 27, 2026

Registered securities in this filing

Richmond Mutual Bancorporation, Inc. · 8-K · Filed 2026-07-01

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
RMBI
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-07-01

Dimensions: Not supplied

Accession 000110465926079701 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 2.01, 5.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.01Item 2.01 - Completion of Acquisition
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Effective July 1, 2026, Richmond Mutual Bancorporation, Inc. (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’), the holding company of The Farmers Bank, pursuant to the Agreement and Plan of Merger, dated November 11, 2025 (the ‘Merger Agreement’). Under the terms of the Merger Agreement, Farmers merged with and into Richmond (the ‘Merger’), with Richmond as the surviving corporation. Immediately following the Merger, The Farmers Bank merged with and into First Bank Richmond (the ‘Bank Merger’). In connection with the Bank Merger, First Bank Richmond was renamed First Bank Midwest and continued as the surviving bank. Each share of common stock of Farmers outstanding immediately prior to the effective time of the Merger (the ‘Effective Time’) converted into the right to receive 3.40 shares of Richmond common stock, par value $0.01 per share (‘Richmond Common Stock’) (together with cash, without interest, in lieu of any fractional shares, collectively, the ‘Merger Consideration’), based on an exchange ratio of 3.40 (the ‘Exchange Ratio’). At the Effective Time: (i) each unvested restricted stock unit award of Farmers automatically vested, and the underlying shares became outstanding and entitled to receive the Merger Consideration, less applicable tax withholding; and (ii) each unvested performance share award of Farmers was terminated and settled in cash based on the target award levels immediately prior to the Effective Time. As a result of the Merger, at the Effective Time, Richmond issued a total of 6,254,357 shares of Richmond Common Stock, before giving effect to cash paid in lieu of fractional shares. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, included as Exhibit 2.1 to the Current Report on Form 8-K that Richmond filed on November 12, 2025, and incorporated herein by reference. The issuance of shares of Richmond common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-294527) filed by Richmond with the Securities and Exchange Commission (the ‘SEC’) and declared effective on April 3, 2026 (the ‘Registration Statement’). The joint proxy statement/prospectus included in the Registration Statement (the ‘Joint Proxy Statement/Prospectus’) contains additional information about the Merger Agreement and the transactions contemplated thereby.
Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Increase in Size of Board; Appointment of New Directors At the Effective Time, pursuant to the Merger Agreement, the boards of directors of Richmond and First Bank Midwest were expanded from six to eleven directors. The expanded boards consist of the six directors serving on the boards of Richmond and First Bank Richmond immediately prior to the Effective Time and five former directors of Farmers and The Farmers Bank immediately prior to the Effective Time. As previously disclosed, the five directors previously designated by Richmond and Farmers pursuant to the Merger Agreement, each of whom previously served as a director of Farmers and The Farmers Bank and was appointed to the boards of directors of Richmond and First Bank Midwest, effective as of the Effective Time, are as follows: Christopher D. Cook (Class I), James D. Moore (Class I), Barbara A. Cutillo (Class II), Thomas D. Crawford (Class II) and Daniel J. Lahrman (Class III), all former directors of Farmers (each, a ‘New Director’ and, collectively, the ‘New Directors’). Information regarding the New Directors required by Item 5.02(d), including their business experience and certain relationships and transactions, is incorporated herein by reference to the section entitled ‘Governance of the Combined Company and Combined Bank After the Merger’ and ‘Information Regarding Certain Directors and Executive Officers of Farmers Bancorp’ in the Joint Proxy Statement/Prospectus. The Board committees to which each of the new directors will be appointed have not yet been determined. Each of the non-employee New Directors will be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Richmond and First Bank Midwest. A description of this arrangement is contained under the heading ‘Director Compensation’ in Part III of Richmond’s Annual Report on Form 10-K filed with the SEC on March 23, 2026, and is incorporated herein by reference. Other than as described above and in the Joint Proxy Statement/Prospectus, there are no arrangements or understandings between any of the new directors and any other person pursuant to which any of the New Directors have been designated to serve on the Richmond and First Bank Midwest boards. Additionally, there are no transactions, and there are no currently proposed transactions, between Richmond and any of the New Directors that would require disclosure under Item 404(a) of Regulation S-K. Appointment of Vice Chairman As previously disclosed, effective as of the Effective Time, Barbara A. Cutillo, the former chairman of the Farmers board of directors, was appointed as Vice Chair of the Richmond and First Bank Midwest boards. Garry D. Kleer will continue to serve as Chairman of both the Richmond and First Bank Midwest boards. Officer Appointments and Compensatory Arrangements As previously disclosed, pursuant to the Merger Agreement and effective as of the Effective Time, Garry D. Kleer ceased serving as President of Richmond and Chief Executive Officer of First Bank Richmond and continues to serve as Chairman and Chief Executive Officer of Richmond. Christopher D. Cook, the former President and Chief Executive Officer of Farmers, was appointed President of Richmond and President and Chief Executive Officer of First Bank Midwest. Paul J. Witte ceased serving as President and Chief Operating Officer of First Bank Richmond and was appointed Indiana Market President of First Bank Midwest. Carroll A. Valentino, the former Chief Operations Officer of Farmers, was appointed Chief Operations Officer of First Bank Midwest. Chad L. Kozuch, the former Chief Financial Officer of Farmers, was appointed Chief Risk Officer of First Bank Midwest. In connection with their appointments, Mr. Cook, Ms. Valentino and Mr. Kozuch entered into change in control agreements with Richmond and First Bank Midwest and became eligible to participate in employee benefit, incentive compensation, equity compensation and other compensation arrangements generally available to similarly situated executive officers. The change in control agreements generally provide for severance and other benefits upon certain qualifying terminations of employment occurring in connection with or following a change in control, subject to the terms and conditions set forth therein. The foregoing description of the change in control agreements is qualified in its entirety by reference to the forms of agreement filed as Exhibits 10.1 and 10.2 to Richmond's Registration Statement on Form S-4 (File No. 333-294527), which are incorporated herein by reference. Additional information regarding compensatory arrangements involving certain executive officers in connection with the Merger is contained under the heading ‘Interests of Certain Persons in the Merger’ in the Joint Proxy Statement/Prospectus and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
ITEM 8.01 OTHER EVENTS On July 1, 2026, Richmond issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) tm2619360d1_ex99-1.htm

EX-99.1 2 tm2619360d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RICHMOND MUTUAL BANCORPORATION, INC. ANNOUNCES COMPLETION OF MERGER WITH THE FARMERS BANCORP, FRANKFORT, INDIANA RICHMOND, IN, July 1, 2026 /PRNewswire/ -- Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), announced today that effective July 1, 2026 it has completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’). As a result of the merger, each share of Farmers common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive 3.40 shares of Richmond common stock. Cash will be paid in lieu of fractional shares. Richmond expects to issue approximately 6,254,357 shares of Richmond common stock to the shareholders of Farmers upon surrender of their outstanding shares. ‘We are pleased to announce the completion of our merger with Farmers and can now officially welcome this talented group of bankers to the Richmond team,’ said Garry D. Kleer, Chairman and Chief Executive Officer of Richmond. He continued, ‘Today marks an important milestone …

Open exhibit ↗

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.