Form 8-K/A
8-K/A — Richmond Mutual Bancorporation, Inc.
Accession: 0001104659-26-094994
Filed: 2026-08-12
Period: 2026-07-01
CIK: 0001767837
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Financial Statements and Exhibits
Documents
8-K/A — tm2622849d1_8ka.htm (Primary)
EX-23.1 — EXHIBIT 23.1 (tm2622849d1_ex23-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2622849d1_ex99-2.htm)
EX-99.3 — EXHIBIT 99.3 (tm2622849d1_ex99-3.htm)
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8-K/A — FORM 8-K/A
8-K/A (Primary)
Filename: tm2622849d1_8ka.htm · Sequence: 1
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2026-07-01
2026-07-01
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): July 1, 2026
Richmond Mutual Bancorporation, Inc.
(Exact name of registrant as specified in its
charter)
Maryland
001-38956
36-4926041
(State or other jurisdiction
of
incorporation)
(Commission File No.)
(IRS Employer Identification
No.)
31 North
9th Street, Richmond, Indiana
47374
(Address of principal executive
offices)
(Zip Code)
Registrant's telephone number, including area
code: (765) 962-2581
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.01 per share
RMBI
The NASDAQ Stock Market LLC
Indicated by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Explanatory Note
This Amendment No. 2 to Current Report
on Form 8-K/A is being filed with the Securities and Exchange Commission (the “SEC”) solely to amend and supplement Item 9.01
of the Current Report on Form 8-K (the “Original Form 8-K”) filed by Richmond Mutual Bancorporation, Inc. (“Richmond
Mutual”) on July 1, 2026, reporting under Item 2.01 the completion of its previously announced merger (the “Merger”)
with The Farmers Bancorp, Frankfort, Indiana (“Farmers Bancorp”). Amendment No. 1 to the Original Form 8-K (“Amendment
No. 1”) was filed on July 17, 2026 solely to report committee assignments. Under Item 9.01 of the Original Form 8-K, Richmond Mutual
stated that (a) the historical financial statements required by Item 9.01 of Form 8-K would be filed as an amendment to the Original Form
8-K not later than 71 days after the date the Original Form 8-K was required to be filed. No modifications have been made to information
contained in the Original Form 8-K or Amendment No. 1, and Richmond Mutual has not updated any information contained therein to reflect
events that have occurred since the date of the Original Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial
statements of businesses acquired
The audited consolidated balance sheets
of Farmers Bancorp as of June 30, 2025 and 2024, the related audited consolidated statements of income, comprehensive income, changes
in shareholder’s equity, and cash flows of Farmers Bancorp for the years ended June 30, 2025 and 2024, the notes related thereto
and the independent Auditor’s Report, are filed as Exhibit 99.1 and incorporated herein by reference.
The unaudited consolidated balance sheets
of Farmers Bancorp as of March 31, 2026, the related unaudited consolidated statements of income, comprehensive income, changes in shareholder’s
equity, and cash flows of Farmers Bancorp for the nine months ended March 31, 2026 and 2025, and the notes related thereto and for the
nine months ended March 31, 2026 and 2025 are attached as Exhibit 99.2 and incorporated herein by reference.
(b) Pro
forma financial information
The unaudited pro forma condensed combined
financial information of Richmond Mutual and Farmers Bancorp as of March 31, 2026 and for the three months ended March 31, 2026 and the
year ended December 31, 2025 are attached as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits
Exhibit
No.
Description
23.1
Consent of Forvis Mazars, LLP
99.1
Audited consolidated financial statements of The Farmers Bancorp, Frankfort, Indiana as of and for the years ended June 30, 2025 and 2024 (incorporated by reference from Richmond Mutual Bancorporation, Inc.’s Registration Statement on Form S-4, as amended (SEC File No. 333- 294527))
99.2
Unaudited
consolidated financial statements of The Farmers Bancorp, Frankfort, Indiana as of March 31, 2026 and for the nine months ended
March 31, 2026 and 2025.
99.3
Unaudited proforma combined financial information as of March 31, 2026 and for the three months ended March 31, 2026 and the year ended December 31, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RICHMOND MUTUAL BANCORPORATION
Date: August 12, 2026
By:
/s/Christopher D. Cook
Christopher D. Cook, President
EX-23.1 — EXHIBIT 23.1
EX-23.1
Filename: tm2622849d1_ex23-1.htm · Sequence: 2
Exhibit 23.1
Consent of Independent Auditor
We consent to the incorporation by reference in
Richmond Mutual Bancorporation, Inc.’s (the “Company”) Registration Statement on Form S-8 (No. 333-248862)
of our report dated September 15, 2025, with respect to the consolidated financial statements of The Farmers Bancorp, included in
the Company’s Registration Statement on Form S-4 (No. 333-294527).
/s/ Forvis Mazars, LLP
Indianapolis, Indiana
August 12, 2026
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2622849d1_ex99-2.htm · Sequence: 3
Exhibit 99.2
The
Farmers Bancorp
Contents
Consolidated Financial Statements
Balance Sheets
as of March 31, 2026 (unaudited) and June 30, 2025 (audited)
1
Unaudited Statements of
Income for the nine months ended March 31, 2026 and 2025
2
Unaudited Statements of
Comprehensive Income for the nine months ended March 31, 2026 and 2025
3
Unaudited
Statements of Changes in Shareholders' Equity for the nine months ended March 31, 2026 and 2025
4
Unaudited Statements of
Cash Flows for the nine months ended March 31, 2026 and 2025
5
Notes
to Financial Statements
6
The Farmers Bancorp
Consolidated Balance Sheet
Periods ended March 31, 2026 and June 30,
2025
(Dollar Amounts in Thousands)
(Unaudited)
3/31/2026
06/30/2025
Assets
Cash and cash equivalents
$ 71,399
$ 66,242
Securities available for sale
203,457
190,132
Loans, net of allowance for credit losses of $10,907 and $10,306
782,739
780,048
Premises and equipment, net
18,946
16,852
Restricted stock, at cost
7,143
7,143
Cash value of life insurance
19,872
19,569
Accrued income and other assets
21,940
22,506
$ 1,125,496
$ 1,102,492
Liabilities and Shareholders' Equity
Liabilities
Demand deposits
$ 248,939
$ 228,352
Savings, NOW and money market deposits
498,571
439,966
Time deposits
172,089
182,998
Total deposits
919,599
851,316
Short-term borrowings
283
39,320
Federal Home Loan Bank advances
95,000
110,000
Subordinated Debentures, net of issuance costs
14,790
14,764
Accrued expenses and other liabilities
11,428
11,293
1,041,100
1,026,693
Shareholders' Equity
Common stock, no par value - 4,800,000 shares authorized, 1,844,075 and
1,844,075 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively
2,554
2,419
Additional paid-in capital
1
1
Retained earnings
99,246
93,694
Accumulated other comprehensive loss
(17,405 )
(20,315 )
84,396
75,799
$ 1,125,496
$ 1,102,492
See Notes to Consolidated Financial Statements 1
The
Farmers Bancorp
Consolidated Statements of Income
Nine Months ended March 31, 2026 and 2025
(Dollar Amounts in Thousands)
(unaudited)
Nine Months ended March 31
2026
2025
Interest Income
Loans
$ 38,955
$ 36,234
Securities
Taxable
3,985
3,626
Tax-exempt
1,252
1,078
Other
1,857
405
46,049
41,344
Interest Expense
Deposits
15,076
12,727
Subordinated Debentures
450
450
Other borrowings
3,669
4,406
19,195
17,583
Net Interest Income
26,854
23,761
Provision for credit losses
1,050
556
Net Interest Income After Provision for Credit Losses
25,804
23,205
Other Operating Income
Trust fees
1,662
1,462
Service charges and fees on deposit accounts
900
856
Gain on sale of loans
525
421
Increase in cash value of life insurance
322
297
Interchange income
1,321
1,293
Other
889
837
5,619
5,164
Other Operating Expenses
Salaries and employee benefits
12,940
11,506
Occupancy
1,468
1,204
Equipment
1,002
701
Data processing
2,085
2,235
Federal deposit insurance corporation premiums
412
351
Professional expense
1,068
1,919
Marketing
682
650
Other
2,557
1,766
22,214
20,332
Income Before Income Taxes
9,208
8,038
Income Tax Expense
1,443
1,154
Net Income
$ 7,765
$ 6,884
Basic and Diluted Earnings Per Share
$ 4.24
$ 3.76
See Notes to Consolidated Financial Statements 2
The Farmers Bancorp
Consolidated
Statements of Comprehensive Income
Nine Months Ended March 31, 2026 and 2025
(Dollar Amounts
in Thousands)
(unaudited)
Nine Months ended March 31
2026
2025
Net Income
$ 7,765
$ 6,884
Other Comprehensive Income
Unrealized gain (loss) on securities available for sale, net of
tax expense of $773 and $318, respectively
2,910
1,199
Total other comprehensive income (loss)
2,910
1,199
Comprehensive Income
$ 10,675
$ 8,083
See Notes to Consolidated Financial Statements 3
The Farmers Bancorp
Consolidated
Statements of Changes in Shareholders’ Equity
Nine Months Ended March 31, 2026 and 2025
(Dollar Amounts in Thousands)
(unaudited)
Nine months ended March 31, 2025
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance June 30, 2024
$ 2,203
$ 1
$ 87,212
$ (21,595 )
67,821
Net income
6,884
6,884
Other comprehensive
1,199
1,199
Stock issued (8,299 shares)
133
133
Cash dividends ($1.14 per share)
(2,085 )
(2,085 )
Balance, March 31, 2025
$ 2,336
$ 1
$ 92,011
$ (20,396 )
$ 73,952
Nine months ended March 31, 2026
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance June 30, 2025
$ 2,419
$ 1
$ 93,694
$ (20,315 )
75,799
Net income
7,765
7,765
Other comprehensive income
2,910
2,910
RSU Grants
135
135
Cash dividends ($1.20 per share)
(2,213 )
(2,213 )
Balance, March 31, 2026
$ 2,554
$ 1
$ 99,247
$ (17,405 )
$ 84,396
See Notes to Consolidated Financial Statements 4
The Farmers Bancorp
Consolidated
Statements of Cash Flows
Nine Months Ended March 31, 2026 and 2025
(Dollar Amounts in Thousands)
(unaudited)
Nine Months ended March 31
2026
2025
Operating Activities
Net income
$ 7,765
$ 6,884
Items not requiring (providing) cash
Depreciation
939
684
Provision (credit) for credit losses
1,050
685
Deferred income taxes
-
189
Net amortization on securities
15
120
(Gain) on premise and equipment
(1 )
-
Increase in cash value of life insurance
(322 )
(281 )
Change in assets and liabilities
Loans held for sale
-
772
Interest receivable and other assets
(407 )
(294 )
Interest payable and other liabilities
147
(1,022 )
Net cash provided by operating activities
9,186
7,737
Investing Activities
Proceeds from maturities and principal repayments on securities available for
sale
14,932
11,055
Purchase of securities available for sale
(24,592 )
(22,712 )
Purchase of restricted stock
-
(2,612 )
Net change in loans
(3,505 )
(59,597 )
Property and equipment expenditures
(2,959 )
(3,864 )
Net cash used in investing activities
(16,197 )
(77,730 )
Financing Activities
Net change in deposits
68,283
50,998
Net change in short-term borrowings
(39,037 )
(2,033 )
Proceeds from FHLB advances
-
222,000
Repayment of FHLB advances
(15,000 )
(215,450 )
Stock issued
135
196
Dividends paid
(2,213 )
(2,088 )
Net cash provided by financing activities
12,168
53,623
Net Change in Cash and Cash Equivalents
5,157
(16,370 )
Cash and Cash Equivalents, Beginning of Year
66,242
46,611
Cash and Cash Equivalents, End of Year
$ 71,399
$ 30,241
Supplemental Disclosures of Cash Flows Information
Cash paid during the year for
Interest
$ 18,233
$ 16,338
Income taxes
1,635
710
See Notes to Consolidated Financial Statements 5
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 1: Summary of Significant
Accounting Policies
Basis of reporting - The consolidated financial statements
include the accounts of The Farmers Bancorp (Company) and its wholly owned subsidiaries, The Farmers Bank (Bank), and the bank’s
wholly owned subsidiaries, FBF Securities and TFB Properties. Significant intercompany accounts and transactions have been eliminated.
Description of business - The Company generates commercial,
installment, and mortgage loans and receives deposits from customers located primarily in north central Indiana. Although the overall
loan portfolio is diversified, a substantial portion of its debtors' ability to honor their contracts is dependent upon the agricultural
industry. The majority of the Company's loans are secured by specific items of collateral including business assets, consumer assets and
real property.
Principles of consolidation - The consolidated financial
statements include the accounts of the Bancorp and its subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of estimates - To prepare financial statements
in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions
based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures
provided, and future results could differ. The allowance for credit losses and the fair values of financial instruments are particularly
subject to change.
Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance for credit losses, valuation of deferred tax assets, credit loss on available-for-sale
securities, and fair values of financial instruments.
Management Opinion – The accompanying unaudited
consolidated interim financial statement have been prepared in accordance with generally accepted accounting principals (“GAAP”)
and are unaudited. They do not contain all the disclosures required for annual audited financial statements. In the opinion of management,
all adjustments are necessary to present a fair statement of the results for the interim periods have been made. Such adjustments are
of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of the results to be
expected for an entire year. These interim consolidated financial statements should be read in conjunction with the annual consolidated
financials statements and notes thereto contained in the Company’s consolidated financial statements.
6
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 2: Securities
The fair value of securities available for sale and the related
gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:
3/31/2026
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
U.S. Government and federal agency
$ 7,499
$ 68
$ (183 )
$ 7,385
Mortgage-backed securities - government-sponsored enterprises (GSE) residential
142,213
371
(13,976 )
128,608
State and municipal
74,777
239
(8,501 )
66,516
Corporate
1,000
-
(151 )
849
Total
$ 225,489
$ 678
$ (22,810 )
$ 203,357
6/30/2025
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
U.S. Government and federal agency
$ 8,095
$ 126
$ (205 )
$ 8,016
Mortgage-backed securities - government-sponsored enterprises (GSE) residential
137,043
330
(15,654 )
121,719
State and municipal
68,212
171
(10,295 )
58,088
Corporate
2,498
-
(189 )
2,309
Total
$ 215,848
$ 627
$ (26,343 )
$ 190,132
Certain investments in debt securities are reported in the
consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at March 31,
2026 and June 30, 2025 was $155,402 and $147,611, which is approximately 76.4% and 77.6% of the Company’s investment portfolio.
These changes primarily resulted from recent changes in market interest rates.
At March 31, 2026, management believes the declines
in fair value for these securities are temporary. The Company evaluated credit impairment for individual AFS securities that are in an
unrealized loss position and determined that the unrealized losses are unrelated to credit quality and are primarily attributable to changes
in interest rates and volatility in the financial markets. It is unlikely that the Company will be required to sell these securities before
recovery of their amortized cost basis, so the Company did not record an ACL on these securities.
7
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following tables show our investments’ gross unrealized
losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized
loss position at March 31, 2026 and June 30, 2025:
3/31/2026
Less Than 12 Months
12 Months or More
Total
Description of
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Securities
Value
Losses
Value
Losses
Value
Losses
U.S. Government and federal agency
$ 1,581
$ (4 )
$ 1,321
$ (179 )
$ 2,902
$ (183 )
Mortage-backed securities-GSE residential
20,314
(205 )
77,859
(13,770 )
98,173
(13,975 )
State and municipals
5,857
(140 )
47,622
(8,362 )
53,478
(8,501 )
Corporate
-
-
849
(151 )
849
(151 )
Total temporarily impaired securities
$ 27,752
$ (348 )
$ 127,651
$ (22,461 )
$ 155,402
$ (22,810 )
6/30/2025
Less Than 12 Months
12 Months or More
Total
Description of
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Securities
Value
Losses
Value
Losses
Value
Losses
U.S. Government and federal agency
$ -
$ -
$ 1,295
$ (205 )
$ 1,295
$ (205 )
Mortage-backed securities-GSE residential
10,955
(95 )
81,599
(15,559 )
92,554
(15,654 )
State and municipals
3,499
(45 )
47,954
(10,250 )
51,453
(10,295 )
Corporate
-
-
2,309
(189 )
2,309
(189 )
Total temporarily impaired securities
$ 14,454
$ (140 )
$ 133,157
$ (26,203 )
$ 147,611
$ (26,343 )
8
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The fair value of debt securities and carrying amount, if
different, at March 31, 2026, by contractual maturity, were as follows. Securities not due at a single maturity date, primarily mortgage-backed
securities, are shown separately.
Available-for-Sale
Amortized
Fair
Cost
Value
Due in one year
$ 500
$ 497
Due after one year through five years
4,058
3,975
Due after five years through ten years
19,799
18,191
Due after ten years
52,921
46,122
Mortgage-backed securities
148,212
134,672
Total
$ 225,489
$ 203,457
There were no sales of securities resulting in a gain or
loss within the available for sale securities for nine months ended March 31, 2026 and 2025.
Securities with a carrying value of $60,318 and $87,006 at
March 31, 2026 and June 30, 2025 were pledged to secure public deposits and repurchase agreements and for other purposes required
or permitted by law.
Note 3: Loans
Loans at period end are comprised of the following:
3/31/2026
6/30/2025
Agricultural
$ 64,325
$ 68,138
Commercial
118,965
118,821
Commercial real estate
447,594
439,600
Construction
45,969
46,085
Residential
103,952
102,292
Consumer
12,841
15,418
Subtotal
793,646
790,354
Less: allowance for credit losses
(10,907 )
(10,306 )
Loans, net
$ 782,739
$ 780,048
9
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The risk characteristics of
each loan portfolio segment are as follows:
Commercial and agricultural
loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.
The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial
loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may include a
personal guarantee. Short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability
of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its
customers.
Commercial real estate loans
are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves
higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing
the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by
conditions in the real estate markets or in the general economy. The characteristics of properties securing the Company’s commercial
real estate portfolio are diverse, but with geographic location almost entirely in the Company’s market area. Management monitors
and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In general, the Company avoids financing
single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level
of owner-occupied commercial real estate versus non-owner-occupied loans.
Construction loans are underwritten
utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis
of the developers and property owners. Construction loans are generally based on estimates of costs and value associated with the complete
project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially
dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans
from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing
is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate
loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic
conditions, and the availability of long-term financing.
Residential and consumer loans
consist of two segments - residential mortgage loans and personal loans. For residential mortgage loans that are secured by 1-4 family
residences and are generally owner-occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage
insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and
consumer personal loans are secured by consumer personal assets, such as automobiles or recreational vehicles. Some consumer personal
loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on
the personal income of the borrowers, which can be impacted by economic conditions in their market areas, such as unemployment levels.
Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans
are of smaller individual amounts and spread over a large number of borrowers.
10
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following tables present, by portfolio
segment, the activity in the allowance for credit losses for the nine months ended March 31, 2026 and 2025:
Nine months ended March 31, 2026
Commercial
Agricultural
Commercial
Real Estate
Construction
Residential
Consumer
Total
Beginning balance
$ 743
$ 2,129
$ 5,943
$ 511
$ 891
$ 88
$ 10,306
Provision (credit)
66
122
459
47
107
13
$ 814
Loans charged off
-
(34 )
-
-
-
(329 )
(363 )
Recoveries
-
72
47
-
1
30
150
Ending balance
$ 809
$ 2,289
$ 6,449
$ 558
$ 999
$ (198 )
$ 10,907
Nine months ended March 31, 2025
Commercial
Agricultural
Commercial
Real Estate
Construction
Residential
Consumer
Total
Beginning balance
$ 655
$ 1,826
$ 5,428
$ 460
$ 769
$ 230
$ 9,368
Provision (credit)
54
91
352
38
80
12
627
Loans charged off
-
(291 )
-
-
-
(161 )
(452 )
Recoveries
12
462
17
-
8
44
543
Ending balance
$ 721
$ 2,088
$ 5,797
$ 498
$ 857
$ 125
$ 10,086
Consistent with regulatory
guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s
policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.
For all loan portfolio segments
except 1-4 family residential properties and consumer, the Company promptly charges off loans, or portions thereof, when available information
confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating
financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs
the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent,
a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.
The Company charges off 1-4
family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company
adheres to timeframes established by applicable regulatory guidance, which provides for the charge-down of 1-4 family first and junior
lien mortgages to the net realizable value, less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans
when the loan is 180 days past due, and charge-down to the net realizable value when other secured loans are 120 days past due. Loans
at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process
of collection, such that collection will occur regardless of delinquency status, need not be charged off.
11
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Provision for credit losses
related to unfunded commitments was $186 and $96 during the years ended March 31, 2026 and March 31, 2025, respectively, which
is included in provision for credit losses on the consolidated income statement.
The historical loss experience
is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior two years. Management
believes the historical loss experience methodology is appropriate in the current economic environment, as it captures loss rates that
are comparable to the current period being analyzed.
12
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following table presents
the credit risk profile of the Company’s loan portfolio by loan class and by year of origination for the years indicated based
on rating category and payment activity as of March 31, 2026 and June 30, 2025:
As of
March 31, 2026
Term Loans Amortized Cost Basis by Origination Year
2026
2025
2024
2023
2022
Prior
Revolving
Loans
Revolving
Loans
converted to
term
Total
Agricultural:
Pass (1-4)
$ 3,015
$ 8,930
$ 4,696
$ 3,253
$ 4,828
$ 11,999
$ 16,599
$ -
$ 53,320
Special
mention (5)
-
74
704
-
846
1,064
5,820
-
8,508
Substandard (6)
-
-
-
1,693
-
554
250
-
2,497
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
agricultural loans
$ 3,015
$ 9,004
$ 5,400
$ 4,946
$ 5,674
$ 13,617
$ 22,669
$ -
$ 64,325
Current
period gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Commercial:
Pass (1-4)
$ 12,903
$ 14,626
$ 24,920
$ 6,444
$ 7,771
$ 4,565
$ 41,084
$ 839
$ 113,152
Special
mention (5)
-
159
45
12
-
2,758
712
-
3,686
Substandard (6)
-
896
595
179
457
-
-
-
2,127
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
commercial loans
$ 12,903
$ 15,681
$ 25,560
$ 6,635
$ 8,228
$ 7,323
$ 41,796
$ 839
$ 118,965
Current
period gross write offs
$ -
$ -
$ 4
$ 12
$ 18
$ -
$ -
$ -
$ 34
Commercial
real estate:
Pass (1-4)
$ 53,157
$ 70,747
$ 40,633
$ 61,846
$ 80,821
$ 125,643
$ 105
$ -
$ 432,952
Special
mention (5)
131
-
188
5,033
1,532
1,964
-
-
8,848
Substandard (6)
-
1,983
-
-
1,071
2,740
-
-
5,794
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
commercial real estate loans
$ 53,288
$ 72,730
$ 40,821
$ 66,879
$ 83,424
$ 130,347
$ 105
$ -
$ 447,594
Current
period gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Construction:
Pass (1-4)
$ -
$ -
$ -
$ -
$ -
$ -
$ 38,821
$ 7,148
$ 45,969
Special
mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
-
-
-
-
-
-
-
-
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
construction loans
$ -
$ -
$ -
$ -
$ -
$ -
$ 38,821
$ 7,148
$ 45,969
Current
period gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Residential
real estate:
Pass (1-4)
$ 9,913
$ 13,702
$ 15,691
$ 8,268
$ 5,923
$ 16,418
$ 33,891
$ -
$ 103,806
Special
mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
85
-
-
61
-
-
-
146
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
residential real estate loans
$ 9,913
$ 13,787
$ 15,691
$ 8,268
$ 5,984
$ 16,418
$ 33,891
$ -
$ 103,952
Current
period gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Consumer:
Pass (1-4)
$ 3,345
$ 3,806
$ 2,231
$ 2,038
$ 697
$ 567
$ 157
$ -
$ 12,841
Special
mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
-
-
-
-
-
-
-
-
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss
(8)
-
-
-
-
-
-
-
-
-
Total
consumer loans
$ 3,345
$ 3,806
$ 2,231
$ 2,038
$ 697
$ 567
$ 157
$ -
$ 12,841
Current
period gross write offs
$ -
$ 6
$ 194
$ 16
$ -
$ 16
$ -
$ -
$ 232
Total
loans
$ 82,464
$ 115,008
$ 89,703
$ 88,766
$ 104,007
$ 168,272
$ 137,439
$ 7,987
$ 793,646
Total
current period gross write offs
$ -
$ 6
$ 198
$ 28
$ 18
$ 16
$ -
$ -
$ 266
13
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
As of
June 30, 2025
Term Loans Amortized Cost Basis by Origination Year
2025
2024
2023
2022
2022
Prior
Revolving
Loans
Revolving
Loans
converted to
term
Total
Agricultural:
Pass (1-4)
$ 9,388
$ 5,800
$ 4,849
$ 5,966
$ 14,481
$ 14,481
$ 26,094
$ -
$ 81,059
Special mention (5)
80
74
212
-
174
174
313
-
1,027
Substandard (6)
-
-
2
-
705
705
-
-
1,412
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total agricultural
loans
$ 9,468
$ 5,874
$ 5,063
$ 5,966
$ 15,360
$ 15,360
$ 26,407
$ -
$ 83,498
Current period
gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Commercial:
Pass (1-4)
$ 13,080
$ 22,840
$ 7,236
$ 8,252
$ 9,360
$ 9,360
$ 53,827
$ -
$ 123,955
Special mention (5)
-
-
406
-
-
-
100
2,497
3,003
Substandard (6)
433
-
214
512
-
-
-
64
1,223
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total commercial
loans
$ 13,513
$ 22,840
$ 7,856
$ 8,764
$ 9,360
$ 9,360
$ 53,927
$ 2,561
$ 128,181
Current period
gross write offs
$ 250
$ -
$ 41
$ -
$ -
$ -
$ -
$ -
$ 291
Commercial real estate:
Pass (1-4)
$ 41,996
$ 29,667
$ 55,697
$ 72,495
$ 145,511
$ 145,511
$ 72,462
$ 4,974
$ 568,313
Special mention (5)
-
190
6,990
1,589
3,750
3,750
-
-
16,269
Substandard (6)
-
-
94
1,097
3,088
3,088
-
-
7,367
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total commercial
real estate loans
$ 41,996
$ 29,857
$ 62,781
$ 75,181
$ 152,349
$ 152,349
$ 72,462
$ 4,974
$ 591,949
Current period
gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Construction:
Pass (1-4)
$ -
$ -
$ -
$ -
$ -
$ -
$ 42,618
$ 3,467
$ 46,085
Special mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
-
-
-
-
-
-
-
-
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total construction
loans
$ -
$ -
$ -
$ -
$ -
$ -
$ 42,618
$ 3,467
$ 46,085
Current period
gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Residential real estate:
Pass (1-4)
$ 18,854
$ 16,681
$ 11,079
$ 6,511
$ 18,266
$ 18,266
$ 30,901
$ -
$ 120,558
Special mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
-
-
-
-
-
-
-
-
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total residential
real estate loans
$ 18,854
$ 16,681
$ 11,079
$ 6,511
$ 18,266
$ 18,266
$ 30,901
$ -
$ 120,558
Current period
gross write offs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Consumer:
Pass (1-4)
$ 6,139
$ 3,549
$ 3,235
$ 1,151
$ 987
$ 987
$ 357
$ -
$ 16,405
Special mention (5)
-
-
-
-
-
-
-
-
-
Substandard (6)
-
-
-
-
-
-
-
-
-
Doubtful (7)
-
-
-
-
-
-
-
-
-
Loss (8)
-
-
-
-
-
-
-
-
-
Total consumer
loans
$ 6,139
$ 3,549
$ 3,235
$ 1,151
$ 987
$ 987
$ 357
$ -
$ 16,405
Current period
gross write offs
$ 124
$ 31
$ 29
$ 15
$ 13
$ 13
$ -
$ -
$ 225
Total loans
$ 89,970
$ 78,801
$ 90,014
$ 97,573
$ 196,322
$ 196,322
$ 226,672
$ 11,002
$ 986,676
Total current
period gross write offs
$ 374
$ 31
$ 70
$ 15
$ 13
$ 13
$ -
$ -
$ 516
14
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Internal Risk Categories
Loan grades are numbered 1
through 8. Grades 1 through 4 are considered satisfactory grades. The grade of 5, or Watch or Special Mention, represents loans of lower
quality and is considered criticized. The grades of 6, or Substandard, 7 or Doubtful and 8 or Loss, refer to assets that are classified.
The use and application of these grades by the Company will be uniform and shall conform to the Company’s policy.
Prime (1) Loans
are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk.
Good (2) Loans
are of above average credit strength and repayment ability providing only a minimal credit risk.
Satisfactory (3) Loans
of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses.
Acceptable (4) Loans
of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying
weaknesses. New borrowers are typically not underwritten within this classification.
Special Mention (5) A
special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential
weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some
future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse
classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.
Substandard (6) loans
are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans
so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by
the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful (7) Loans
classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses
make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.
Loss (8) Loans
classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.
This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable
to defer writing off even though partial recovery may be affected in the future.
15
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following tables present
the Company’s loan portfolio aging analysis as of March 31, 2026 and June 30, 2025:
3/31/2026
Greater
30-59 Days
60-89 Days
Than
Total
Total
Past Due
Past Due
90 Days
Past Due
Current
Loans
Agricultural
$ -
$ -
$ 789
$ 789
$ 63,536
$ 64,325
Commercial
300
-
1,011
1,311
117,654
118,965
Commercial real estate
-
-
1,206
1,206
446,388
447,594
Construction
-
-
-
-
45,969
45,969
Residential
405
91
226
722
103,230
103,952
Consumer
16
16
-
32
12,809
12,841
Total loans
$ 721
$ 107
$ 3,232
$ 4,060
$ 789,586
$ 793,646
6/30/2025
Greater
30-59 Days
60-89 Days
Than
Total
Total
Past Due
Past Due
90 Days
Past Due
Current
Loans
Agricultural
$ 910
$ 293
$ 639
$ 1,842
$ 66,296
$ 68,138
Commercial
4
12
501
517
118,304
118,821
Commercial real estate
1,238
94
-
1,332
438,268
439,600
Construction
2,404
-
-
2,404
43,681
46,085
Residential
1,144
296
114
1,554
100,738
102,292
Consumer
56
23
-
79
15,339
15,418
Total loans
$ 5,756
$ 718
$ 1,254
$ 7,728
$ 782,626
$ 790,354
The entire balance of a loan
is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.
Loans are reclassified to
non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify
accruing interest. At the time the accrual is discontinued, all unpaid accrued interest is reversed against earnings. Interest income
accrued in prior years, if any, is charged to the allowance for credit losses. Payments subsequently received on nonaccrual loans are
applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable,
typically after a minimum of six months of performance.
16
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following table presents
the Company’s nonaccrual loans at March 31, 2026 and June 30, 2025:
3/31/2026
Nonaccrual
loans with
no
allowance
Nonaccrual
loans with
allowance
Loans
> 90 days
and
accruing
Agricultural
$ 539
$ -
$ 250
Commercial
416
-
895
Commercial real estate
2,188
-
-
Construction
-
-
-
Residential
146
-
229
Consumer
-
-
-
Total nonaccrual loans
$ 3,289
$ -
$ 1,374
6/30/2025
Nonaccrual
loans with
no
allowance
Nonaccrual
loans with
allowance
Loans
> 90 days
and
accruing
Agricultural
$ 639
$ -
$ -
Commercial
497
-
5
Commercial real estate
1,364
-
-
Construction
-
-
-
Residential
240
-
-
Consumer
23
-
-
Total nonaccrual loans
$ 2,763
$ -
$ 5
Determining fair value for
collateral dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor, which
includes selling costs if applicable, to the value. The fair value of real estate is generally based on appraisals by qualified licensed
appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an
appraisal is not available, the fair value may be determined using a cash flow analysis. Fair value on other collateral such as business
assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports,
inventory listings and/or customer financial statements. Both appraisal values and values based on borrower’s financial information
are discounted as considered appropriate based on age and quality of the information and current market conditions.
17
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The
following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected
credit losses at March 31, 2026 and June 30, 2025:
3/31/2026
Commercial
Real Estate
Residential
Real Estate
Other
Total
Agricultural
$ -
$ -
$ 984
$ 984
Commercial
-
-
466
466
Commercial real estate
2,310
-
-
2,310
Construction
-
-
-
-
Residential
-
477
-
477
Consumer
-
-
4
4
Total collateral dependent loans
$ 2,310
$ 477
$ 1,454
$ 4,241
6/30/2025
Commercial
Real Estate
Residential
Real Estate
Other
Total
Agricultural
$ -
$ -
$ 1,026
$ 1,026
Commercial
-
-
530
530
Commercial real estate
1,445
-
-
1,445
Construction
-
-
-
-
Residential
-
253
-
253
Consumer
-
-
24
24
Total collateral dependent loans
$ 1,445
$ 253
$ 1,580
$ 3,278
Subsequent payments on nonaccrual
loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured.
Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates
there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory
performance of not less than six months before returning a nonaccrual loan to accrual status.
Loans serviced for others
are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage-servicing assets relate primarily to
changes in prepayments that result from shifts in mortgage interest rates. The unpaid principal balances of mortgage and other loans
serviced for others were $153,736 and $153,680 at March 31, 2026 and June 30, 2025, respectively.
18
The Farmers Bancorp
Notes to Consolidated
Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
There was minimal change in
the balance of servicing assets for nine months ended March 31, 2026 and 2025.
Comparable market values and
a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring
impairment, risk characteristics including product type, investor type and interest rates, were used to stratify the originated mortgage-servicing
rights.
Note 4:
Premises and Equipment
Period-end premises and equipment
were as follows:
3/31/2026
6/30/2025
Land
$ 3,224
$ 3,585
Buildings and improvements
20,667
20,135
Furniture and equipment
6,638
7,107
Construction in process
1,338
215
31,866
31,041
Accumulated depreciation
(12,920 )
(14,189 )
$ 18,946
$ 16,852
Note 5:
Deposits
Certificates of deposits and
other time deposits of more than $250 totaled approximately $99,353 and $60,936 at March 31, 2026 and June 30, 2025. Additionally,
included within time deposits are brokered deposits of $31,760 and $60,624 at March 31, 2026 and June 30, 2025. At March 31,
2026, the scheduled maturities of time deposits are as follows:
2026
$ 118,774
2027
32,085
2028
3,820
2029
2,691
2030
14,287
Thereafter
432
$ 172,089
19
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 6: Short-Term
Borrowings
Short-term borrowings included the following at March 31,
2026 and June 30, 2025:
3/31/2026
6/30/2025
Repurchase agreements
283
39,320
Total short-term borrowings
$ 283
$ 39,320
Repurchase agreements are borrowings from customers that
are collateralized by a pledge of Mortgage-backed securities. The repurchase agreements mature daily.
The Company retains possession of and control over such
securities pledged as collateral.
Information regarding repurchase agreements for the nine
months ended March 31, 2026, and year ended June 30, 2025 is presented below:
Nine months ending
Year
ending
3/31/2026
6/30/2025
Average balance during the period
$ 13,990
$ 42,052
Average rate paid during the period
3.90 %
3.51 %
Maximum month end balance during the period
$ 32,703
$ 46,127
The following table represents the remaining contractual
maturity of repurchase agreements disaggregated by the class of securities pledged as of March 31, 2026, and June 30, 2025:
3/31/2026
Overnight &
Continuous
< 30
Days
30-90 Days
> 90
Days
Total
Mortgage-backed securities
government-sponsored enterprises
(GSE) residential
$ 283
$ -
$ -
$ -
$ 283
6/30/2025
Overnight &
Continuous
< 30
Days
30-90 Days
> 90
Days
Total
Mortgage-backed securities
government-sponsored enterprises
(GSE) residential
$ 39,320
$ -
$ -
$ -
$ 39,320
-
-
-
-
-
$ 39,320
$ -
$ -
$ -
$ 39,320
20
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 7: Commitments
and Off-Balance-Sheet Items
The Company, in the ordinary course of business, has commitments
and contingent liabilities, such as guarantees and commitments to extend credit which are not reflected in the accompanying consolidated
balance sheets. The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments
to make loans, standby letters of credit and financial guarantees is represented by the contractual amount of those instruments. The
same credit policy is used to make such commitments as is used for on-balance-sheet items.
At March 31, 2026 and June 30, 2025, these financial
instruments are summarized as follows:
3/31/2026
6/30/2025
Financial instruments which contract amount represents
credit risk:
Unused commercial lines of credit
$ 101,416
$ 104,011
Unused revolving lines of credit
48,472
41,489
Commitments to make loans
43,118
17,572
Standby letters of credit
4,106
3,564
The unused revolving and commercial lines of credit are
predominantly variable rate agreements. The commitments are agreements to lend to a customer, provided they accept the terms and conditions
offered. These commitments are generally extended for terms of up to 60 days and, in many cases, allow the customer to select from one
of several financing options offered. Since many commitments to make loans expire without being used, the amount does not necessarily
represent future cash commitments. Collateral obtained upon exercise of the commitment is determined using management’s credit
evaluation of the borrower, and may include accounts receivable, inventory, property, land and other items.
At March 31, 2026 and June 30, 2025, the Company
was not required to have deposits with the Federal Reserve or as cash on hand.
Note 8: Capital
Requirements
Banks and holding companies are subject to regulatory capital
requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action
regulations, involved quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting
practices. Capital amounts and classifications are also subject to qualitative judgements by regulators. Failure to meet capital requirements
can initiate regulatory action. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory
capital. Management believes as of March 31, 2026 and June 30, 2025 the Bank meets all capital adequacy requirements to which
It is subject.
Prompt corrective action regulations provide five classifications:
well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although
these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept
brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration
plans are required. At March 31, 2026 and June 30, 2025, the most recent regulatory notifications categorized the Bank as well
capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that
management believes have changed the Bank’s category.
21
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
In 2019, the federal banking agencies jointly issued a final
rule that provides for an optional, simplified measure of capital adequacy, the community bank leverage ratio framework (CBLR framework),
for qualifying community bank organizations, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer
Protection Act.
The community bank leverage ratio removes the requirement
for qualifying organizations to calculate and report risk-based capital but rather only requires a Tier 1 to average assets (leverage)
ratio. Qualifying banking organizations that elect to use the community bank leverage ratio framework and maintain a leverage ratio greater
than the required minimum will be considered to have satisfied the generally applicable risk based and leverage capital requirements
in the agencies’ capital rules (generally applicable rule) and, if applicable, will be considered to have met the well capitalized
ratio requirements for the purposes of section 38 of the Federal Deposit Insurance Act. The community bank leverage ratio minimum requirement
is 9%. An eligible banking organization is provided a two-quarter grace period to correct a ratio that falls below this requirement amount,
provided that the bank maintains a leverage ratio greater than 8%.
An eligible banking organization can opt out of the CBLR
framework and revert to the risk-weighting framework without restriction. As of March 31, 2026 the Bank was a qualifying community
bank organization as defined by the federal banking agencies and elected to measure capital adequacy under the CBLR framework.
Period-end actual and required capital amounts and ratios
are presented below:
Minimum Required
To Be Well
Capitalized Under
Prompt Corrective
Actual
Action
Provisions
Amount
Ratio
Amount
Ratio
As of March 31, 2026
Tier 1 Capital to average assets
Bank
113,021
10.0 %
101,368
9.0 %
As of June 30, 2025
Tier 1 Capital to average assets
Bank
107,666
10.1 %
95,913
9.0 %
22
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 9: Related
Party Transactions
At March 31, 2026 and June 30, 2025, the Company
had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties), in the amount
of $11,271 and $14,652, respectively.
3/31/2026
3/31/2025
Balance, beginning of year
14,652
10,989
New loans and advances
12,815
1,047
Repayments
(7,647 )
(1,024 )
Balance, end of period
19,820
11,012
Unused lines of credit
3,125
460
In management’s opinion, such loans and other extensions
of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest
rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s
opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.
Note 10: Disclosure
About Fair Value of Financial Instruments
Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements
must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs
that may be used to measure fair value:
Level 1 Quoted
prices in active markets for identical assets or liabilities
Level 2 Observable
inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets or
liabilities.
Level 3 Unobservable
inputs supported by little or no market activity and are significant to the fair value of
the assets or liabilities.
Following is a description of the valuation methodologies
and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets,
as well as the general classification of such assets pursuant to the valuation hierarchy.
Available-for-Sale Securities
Where quoted market prices are available in an active market,
securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values
are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2
securities include agency securities, mortgage-backed government-sponsored securities and corporate securities. Third-party vendors compile
prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment
securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without
relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship
to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities
are classified within Level 3 of the hierarchy.
23
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following tables present the fair value measurements
of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within
the fair value hierarchy in which the fair value measurements fall at March 31, 2026 and June 30, 2025:
3/31/2026
Fair Value
Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Fair
Identical Assets
Inputs
Inputs
Value
(Level
1)
(Level 2)
(Level 3)
U.S. Government and federal agency
$ 7,385
$ -
$ 7,385
$ -
Mortgage-backed securities - GSE residential
128,608
-
128,608
-
State and municipal
66,516
-
66,516
-
Corporate
849
-
849
-
Interest Rate Swaps
463
-
463
-
$ 203,820
$ -
$ 203,820
$ -
6/30/2025
Fair Value
Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Fair
Identical Assets
Inputs
Inputs
Value
(Level
1)
(Level 2)
(Level 3)
U.S. Government and federal agency
$ 8,016
$ -
$ 8,016
$ -
Mortgage-backed securities - GSE residential
121,719
-
121,719
-
State and municipal
58,088
-
58,088
-
Corporate
2,309
-
2,309
-
Interest Rate Swaps
527
-
527
-
$ 190,659
$ -
$ 190,659
$ -
24
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
The following tables show the estimated fair value of financial instruments
and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2026 and June 30, 2025:
3/31/2026
Fair Value
Measurements Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Fair
Assets
Inputs
Inputs
Amount
Value
(Level
1)
(Level
2)
(Level
3)
Financial assets
Cash and cash equivalents
$ 71,399
$ 71,399
$ 71,399
$ -
$ -
Net loans
782,739
805,238
-
-
805,238
Accrued interest receivable
4,951
5,062
5,062
-
-
Restricted stock
7,143
7,135
-
-
7,135
Financial liabilities
Deposits
(919,599 )
(919,598 )
(747,509 )
-
(172,089 )
Short-term borrowings
(283 )
(283 )
-
-
(283 )
FHLB advances
(95,000 )
(95,185 )
-
-
(95,185 )
Subordinated debt
(14,790 )
(11,675 )
-
-
(11,675 )
Accrued interest payable
(1,980 )
(1,980 )
(1,980 )
-
-
6/30/2025
Fair Value
Measurements Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Fair
Assets
Inputs
Inputs
Amount
Value
(Level
1)
(Level
2)
(Level
3)
Financial assets
Cash and cash equivalents
$ 66,242
$ 66,242
$ 66,242
$ -
$ -
Net loans
780,048
802,360
-
-
802,360
Accrued interest receivable
5,134
5,134
5,134
-
-
Restricted stock
7,143
7,143
-
-
7,143
Financial liabilities
Deposits
(851,316 )
(853,282 )
(671,669 )
-
(181,613 )
Short-term borrowings
(39,320 )
(39,320 )
-
-
(39,320 )
FHLB advances
(110,000 )
(110,201 )
-
-
(110,201 )
Subordinated debt
(14,764 )
(11,675 )
-
-
(11,675 )
Accrued interest payable
(1,019 )
(1,019 )
(1,019 )
-
-
25
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 11: Stock-Based Compensation
On July 1, 2024 the Board of Directors authorized the
2024 Equity Incentive Plan (Plan) that enables the issuance of incentive stock options, non-qualified stock options, restricted stock,
restricted stock units (RSUs) and performance share awards. The purpose of the Plan is to foster and promote the long-term financial
success of the Company and materially increase shareholder value. The Company believes that such awards better align the interest of
its employees with those of its shareholders.
Restricted Stock Units - On November 19, 2024 and June 17,
2025, the Company awarded 6,410 and 7,353 RSUs, respectively, to selected officers. These RSUs are subject to a three-year cliff vesting
period, contingent upon continued service. Vesting may be accelerated in circumstances involving death, disability, or a change in control.
Holders of RSUs do not possess shareholder rights prior
to settlement. Dividend equivalents accumulate throughout the vesting period and are disbursed upon settlement. RSUs are not recognized
as participating securities for purposes of calculating earnings per share.
Compensation expense is recognized over the vesting period
and is based on the fair value determined at the grant date using the previous quarter’s average share price.
There were 13,763 total RSUs issued under the plan as of
December 31, 2025. There was no activity from July 1, 2025 to March 31, 2026.
As of December 31, 2025 there was $368 of total unrecognized
compensation cost related to nonvested shares granted under the plan. The cost is expected to be recognized over a weighted average period
of 2.84 years. The total fair value of shares vested during the years ended June 30, 2025 was $0.
Performance Share Units — On November 19, 2024,
and June 17, 2025, the Company issued 11,743 and 7,353 Performance Share Units (PSUs), respectively, to certain officers. These
PSUs include a three-year performance period ending June 30, 2027, with possible payouts ranging from 0% to 150% of the granted
awards depending on the achievement of certain performance metrics.
The performance metrics considered are:
· 3-Year
Average Return on Average Assets (ROAA)
· 3-Year
Average Asset Growth Rate
PSUs may be settled in cash or stock at the discretion of
the Compensation Committee and are classified as liability awards under ASC 718. The units are remeasured at fair value each reporting
period until settlement, with fair value determined using the current share price. Recipients do not possess shareholder rights or dividend
entitlements before settlement, and therefore, the PSUs are not considered as participating securities for purposes of calculating earnings
per share. Total compensation cost recognized during the year ended March 31, 2026 was $259.
26
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 12: Earnings Per Share
Basic earnings per share (“EPS”) is computed
by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which
excludes the participating securities. Diluted EPS includes the dilutive effect of additional potential common shares from stock compensation
awards, but excludes awards considered participating securities. The following table presents the computation of basic and diluted EPS
for the periods indicated (in thousands, except for share and per share data):
Nine months ended
March 31
2026
2025
Net income
$ 7,765
$ 6,884
Shares outstanding for Basic EPS
1,830,312
1,823,902
Additional Dilutive Shares
2,333
417
Shares outstanding for Diluted EPS
1,832,645
1,824,319
Basic EPS
$ 4.24
$ 3.77
Diluted EPS
$ 4.24
$ 3.77
Note 13: Segment Information
The Company’s reportable segment is determined by
the Chief Financial Officer, who is designated the chief operating decision maker, based upon information provided about the Company’s
products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to
the chief operating decision maker, who uses such information to review performance of various components of the business such as branches,
which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker
will evaluate the financial performance of the Company’s business components such as by evaluating revenue streams, significant
expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The
chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate
return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against competitors. The bench
marking analysis coupled with monitoring of budget to actual results are used in the assessment of performance and in establishing compensation.
Loans, investments, and deposits provide the revenues in the banking operations. Interest expense, provisions for credit losses, and
payroll provide the significant expenses in the banking operation. All operations are domestic.
27
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Accounting policies for segments are the same as those described
in Note 1 of the June 30, 2025 and 2024 consolidated financial statements. Segment performance is evaluated using consolidated net
income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations
of significant segment totals to the financial statements:
Banking
Segment
Nine months ended
March 31
2026
2025
Interest Income
$ 46,049
$ 41,344
Reconciliation of revenue
Other revenues
5,619
5,164
Total consolidated revenues
$ 51,668
$ 46,508
Less:
Interest expense
19,195
17,583
Segment net interest income and noninterest income
$ 32,473
$ 28,925
Less:
Provision for credit losses
1,050
556
Payroll expense
12,940
11,506
Other segment items
9,274
8,826
Income tax expense
1,443
1,154
Consolidated net income
$ 7,765
$ 6,884
Other segment disclosures
Interest income
$ 46,049
$ 41,344
Interest expense
19,195
17,583
Depreciation
939
685
Other significant noncash items:
Provision for credit loss
1,050
556
Reconciliation of assets
Total consolidated assets
$ 1,125,496
$ 1,102,492
28
The Farmers Bancorp
Notes to Consolidated Financial Statements
(Dollar Amounts in Thousands)
(unaudited)
Note 14: Merger Agreement
On November 11, 2025, the Company and Richmond
Mutual Bancorporation, Inc. (“Richmond Mutual”) jointly announced the signing of an agreement and plan of merger
(the “Merger Agreement”) under which Richmond Mutual will acquire the Company in a stock transaction. Under the terms of
the Merger Agreement, which was unanimously approved by the boards of directors of both companies, the Company will merge into
Richmond Mutual. Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger, each share
of the Company’s common stock issued and outstanding will be converted into 3.40 shares of Richmond Mutual’s common
stock.
The transaction closed July 1, 2026.
Note 15: Subsequent Events
Subsequent events have been evaluated through the date of August 12,
2026, which is the date the consolidated financial statements were available to be issued.
29
EX-99.3 — EXHIBIT 99.3
EX-99.3
Filename: tm2622849d1_ex99-3.htm · Sequence: 4
Exhibit 99.3
UNAUDITED
PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following is the unaudited
pro forma condensed combined financial information for Richmond Mutual Bancorporation, Inc. (“Richmond Mutual”) and The
Farmers Bancorp, Frankfort, Indiana (“Farmers Bancorp”), giving effect to the merger of Farmers Bancorp with and into
Richmond Mutual. The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2026 gives effect to the merger
as if it occurred on that date. The unaudited pro forma condensed combined consolidated statements of income for the three months ended
March 31, 2026 and the year ended December 31, 2025 give effect to the merger as if it occurred on January 1, 2025. The
actual completion date of the merger was July 1, 2026.
The unaudited pro forma condensed
combined financial statements have been prepared using the acquisition method of accounting for business combinations under accounting
principles generally accepted in the United States of America (“GAAP”). Richmond Mutual is the acquirer for accounting purposes.
Certain immaterial reclassifications have been made to the historical financial statements of Farmers Bancorp to conform to the presentation
in Richmond Mutual’s financial statements. The historical financial information has been adjusted to reflect factually supportable
items that are directly attributable to the merger.
The unaudited pro forma condensed
information is based on assumptions and adjustments that are described in the accompanying combined financial notes. The unaudited pro
forma condensed combined financial information is presented for illustrative purposes only. The adjustments included in these unaudited
pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined financial
information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated
cost savings and expense efficiencies, or asset dispositions, among other factors. In addition, the purchase price reflected in the unaudited
pro forma condensed combined financial information is subject to adjustment. The unaudited pro forma condensed combined balance sheet
has also been adjusted to reflect the preliminary allocation of the estimated purchase price to net assets acquired. The unaudited pro
forma condensed combined financial information should not be relied upon as being indicative of the historical results that would have
been achieved had the companies always been combined or the future results that the combined company will experience.
The final allocation of the
purchase price will be determined after completion of thorough analyses to determine the fair value of Farmers Bancorp’s tangible
and identifiable intangible assets and liabilities as of the July 1, 2026 acquisition date. Increases or decreases in the estimated
fair values of the net assets of Farmers Bancorp as compared with the information shown in the unaudited pro forma condensed combined
financial information may change the amount of the purchase price allocated to goodwill and may impact the statements of income due to
adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Farmers Bancorp’s shareholders’
equity, including results of operations through the date the merger was completed, may also change the purchase price allocation, which
may include the recording of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented
herein.
The unaudited pro forma condensed
combined financial statements should be read together with:
· The accompanying notes to the unaudited pro forma condensed combined financial statements;
· Richmond Mutual’s unaudited historical consolidated financial statements and accompanying notes
as of and for the three months ended March 31, 2026 and 2025, included in Richmond Mutual’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2026;
· Richmond Mutual’s audited historical consolidated financial statements and accompanying notes as
of and for the years ended December 31, 2025 and 2024, included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025;
· Farmers Bancorp’s unaudited historical consolidated financial statements and accompanying notes
as of and for the nine months ended March 31, 2026, included in this Current Report on Form 8-K/A;
· Farmers Bancorp’s audited historical consolidated financial statements and accompanying notes as
of and for the years ended June 30, 2025 and 2024, included in the Form 424(b)(3) prospectus filed with the Securities
and Exchange Commission (“SEC”) by Richmond Mutual on April 15, 2026;
· Other information pertaining to Richmond Mutual and Farmers Bancorp contained in or incorporated by reference
into the Form 424(b)(3) prospectus filed with the SEC by Richmond Mutual on April 15, 2026.
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED
PRO FORMA CONDENSED COMBINED
BALANCE SHEET
As of March 31, 2026
(In thousands)
Richmond
Mutual
Farmers
Bancorp
Transaction
Accounting
Adjustments
Notes
Pro
Forma
ASSETS
Cash and cash equivalents
$ 34,798
$ 71,399
$ (10,848 )
A
$ 95,349
Interest-earning time deposits
2,820
-
-
2,820
Investment securities – available for sale
245,519
203,457
-
448,976
Investment securities – held to maturity
2,353
-
-
2,353
Loans held for sale
835
260
-
1,095
Loans and leases
1,191,254
794,973
(15,899 )
B
1,970,328
Less: Deferred fees, net
(392 )
(1,587 )
1,587
C
(392 )
Less: Allowance for credit losses
(16,740 )
(10,907 )
(2,608 )
D
(30,255 )
Total loans receivable, net
1,174,122
782,479
(16,920 )
1,939,681
Premises and equipment, net
13,497
18,946
-
E
32,443
Goodwill
-
-
8,189
F
8,190
Federal Home Loan Bank stock
13,907
7,143
-
21,050
Core deposit intangible (“CDI”), net
-
-
22,400
G
22,400
Other assets
31,365
41,812
1,724
H
74,901
TOTAL ASSETS
$ 1,519,216
$ 1,125,496
$ 4,544
$ 2,649,256
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits
1,106,365
919,598
(447 )
I
2,025,516
Borrowings
256,000
95,283
-
351,283
Subordinated debentures, net of issuance costs
-
14,790
-
14,790
Accrued expenses and other liabilities
11,940
11,429
-
23,369
Total liabilities
1,374,305
1,041,100
(447 )
2,414,958
STOCKHOLDERS’ EQUITY
Common stock
105
2,554
(2,491 )
J
168
Additional paid-in capital
92,989
1
99,254
K
192,244
Retained earnings
98,644
99,246
(109,177 )
L
88,713
Accumulated other comprehensive loss, net
(37,024 )
(17,405 )
17,405
M
(37,024 )
Unearned ESOP shares
(9,803 )
-
-
(9,803 )
Total stockholders’ equity
144,911
84,396
4,991
234,298
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 1,519,216
$ 1,125,496
$ 4,544
$ 2,649,256
See accompanying Notes to Unaudited Pro Forma
Condensed Combined Financial Information
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME
For the Three Months Ended March 31, 2026
(In thousands, except per share data)
Richmond
Mutual
Farmers
Bancorp
Transaction
Accounting
Adjustments
Notes
Pro
Forma
Interest income:
Loans and leases
$
19,111
$
12,860
$
795
N
$
32,766
Investment securities
1,873
1,792
-
3,665
Other
178
603
(407
)
O
374
Total interest income
21,162
15,255
388
36,805
Interest expense:
Deposits
7,298
5,018
447
P
12,763
Borrowings
2,418
1,090
-
3,508
Subordinated debt
-
150
-
150
Total interest expense
9,716
6,258
447
16,421
Net interest income
11,446
8,997
(59
)
20,384
Provision for credit loan losses
693
350
-
1,043
Net interest income after provision for credit losses
10,753
8,647
(59
)
19,341
Noninterest income:
Service charges on deposit accounts
322
303
-
625
Card fee income
317
79
-
396
Loan and lease servicing fees
94
15
-
109
Net loss on securities
-
-
-
-
Net gain on loan and leases sales
173
144
-
317
Trust fees
360
532
-
892
Other income
32
1,010
-
1,042
Total noninterest income
1,298
2,083
-
3,381
Noninterest expense:
Salaries and employee benefits
4,564
4,515
(119
)
Q
8,960
Net occupancy expense
438
561
-
999
Equipment expense
253
385
-
638
Data processing
1,192
727
-
1,919
Deposit insurance expense
285
143
-
428
Legal and professional fees
458
425
-
883
Other expense
1,513
1,023
560
R
3,096
Total noninterest expense
8,703
7,779
441
16,923
Income before income taxes
3,348
2,951
(500
)
5,799
Income tax expense
562
443
(125
)
S
880
Net income
$
2,786
$
2,508
$
(375
)
$
4,919
Earnings per common share:
Basic
$
0.29
$
1.37
T
$
0.31
Diluted
$
0.28
$
1.37
T
$
0.31
Average common shares outstanding:
Basic
9,678,102
1,830,312
U
15,901,163
Diluted
9,860,105
1,830,312
U
16,083,166
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME
For the Year Ended December 31, 2025
(In thousands, except per share data)
Richmond
Mutual
Farmers
Bancorp
Transaction
Accounting
Adjustments
Notes
Pro
Forma
Interest income:
Loans and leases
$
77,383
$
51,013
$
3,180
N
$
131,576
Investment securities
7,706
6,744
-
14,450
Other
818
1,624
(407
)
O
2,035
Total interest income
85,907
59,381
(407
)
148,061
Interest expense:
Deposits
31,248
18,291
135
P
49,674
Borrowings
10,813
6,284
-
17,097
Total interest expense
42,061
24,575
135
66,771
Net interest income
43,846
34,806
2,638
81,290
Provision for credit loan losses
2,153
1,320
-
3,473
Net interest income after provision for credit losses
41,693
33,486
2,638
77,817
Noninterest income:
Service charges on deposit accounts
1,266
1,169
-
2,435
Card fee income
1,317
1,763
-
3,080
Loan and lease servicing fees
681
63
-
744
Net loss on securities
(156
)
-
-
(156
)
Net gain on loan and leases sales
409
615
-
1,024
Trust fees
1,382
2,106
-
3,488
Other income
164
1,075
-
1,239
Total noninterest income
5,063
6,791
-
11,854
Noninterest expense:
Salaries and employee benefits
18,544
16,581
(477
)
Q
34,648
Net occupancy expense
1,456
1,735
-
3,191
Equipment expense
1,001
1,166
-
2,167
Data processing
3,789
2,868
-
6,657
Deposit insurance expense
1,194
517
-
1,711
Legal and professional fees
1,840
2,068
-
3,908
Other expense
5,279
3,903
2,080
R
11,262
Total noninterest expense
33,103
28,838
1,603
63,544
Income before income taxes
13,653
11,439
1,035
26,127
Income tax expense
2,076
1,772
259
S
4,107
Net income
$
11,577
$
9,667
$
777
$
22,021
Earnings per common share:
Basic
$
1.20
$
5.27
T
$
1.38
Diluted
$
1.17
$
5.27
T
$
1.38
Average common shares outstanding:
Basic
9,669,682
1,842,531
U
15,934,287
Diluted
9,901,266
1,842,531
U
16,165,871
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial
information has been prepared using the acquisition method of accounting for business combinations in accordance with GAAP. The unaudited
pro forma condensed combined balance sheet as of March 31, 2026, is presented as if the merger had occurred on that date, and the
unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026 and for the year ended December 31,
2025, are presented as if the merger had occurred as of January 1, 2025. The merger was completed on July 1, 2026
The unaudited pro forma condensed combined financial
information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position
that would have been achieved had the merger occurred on the dates assumed, nor is it necessarily indicative of the future results of
operations or financial position of the combined company.
The pro forma adjustments are preliminary and
based on management’s estimates of the fair values of the assets acquired and liabilities assumed as of the acquisition date. These
estimates are subject to change as additional information becomes available and as final valuation analyses of tangible and identifiable
intangible assets and assumed liabilities are completed. Accordingly, the final fair value adjustments may differ materially from those
presented herein.
Under the acquisition method of accounting, Farmers
Bancorp’s identifiable assets and liabilities, including any identifiable intangible assets, will be recorded by Richmond Mutual
at their respective estimated fair values as of the merger closing date. Because the merger was completed on July 1, 2026, the preliminary
purchase price allocation reflected in this unaudited pro forma condensed combined financial information is based on information available
as of the date of this filing and has been applied to Farmers Bancorp’s March 31, 2026 historical balance sheet for pro forma
presentation purposes. These estimates are subject to adjustment and may vary from the amounts ultimately recorded upon completion of
the merger. Potential adjustments may include, but are not limited to, changes in: (i) Farmers Bancorp’s balance sheet through
the effective time of the merger; (ii) total merger-related expenses, if consummation and/or implementation costs differ from current
estimates; (iii) the fair values of acquired assets and assumed liabilities due to changes in market conditions or additional information;
and (iv) the fair value of Richmond Mutual common stock issued as merger consideration.
Certain historical amounts of Farmers Bancorp
have been reclassified on a pro forma basis to conform to the presentation and accounting classifications used by Richmond Mutual. The
accounting policies of Richmond Mutual and Farmers Bancorp are currently being reviewed. Upon completion of this review, additional conforming
adjustments or financial statement reclassifications may be required. The pro forma information does not reflect any potential cost savings,
operating synergies, or revenue enhancements that may result from the merger, nor does it reflect the costs that may be incurred to achieve
such synergies.
Note 2 – Purchase Price
Each share of Farmers Bancorp common stock has
been converted into the right to receive 3.40 shares of Richmond Mutual common stock. Richmond Mutual did not issue any fractional shares
of stock in the merger as the value of calculated fractional shares has been paid in cash.
In total, Richmond Mutual issued approximately
6,254,286 shares of Richmond Mutual common stock in the merger, resulting in approximately 16,759,046 shares of Richmond Mutual common
stock outstanding after the merger. Richmond Mutual’s June 30, 2026 stock price of $15.88 was used for this presentation to
determine the fair value of the stock consideration. The total consideration transferred approximates $100.2 million.
The table below presents a preliminary calculation
of estimated merger consideration:
Share consideration:
Amount
($ in thousands)
Shares of Farmers Bancorp common stock, including unvested Farmers Bancorp RSU Awards
1,839,517
Exchange ratio
3.40
Richmond Mutual common stock issuable based on exchange ratio
6,254,358
Less: Adjustment for fractional shares settled in cash
(72 )
Richmond Mutual common stock issued
6,254,286
Richmond Mutual’s closing share price on June 30, 2026
$ 15.88
Preliminary fair value of consideration for outstanding common stock
$ 99,318
Cash consideration for fractional shares
$ 1
Cash consideration for unvested Farmers Bancorp performance share awards
$ 917
Preliminary fair value of estimated total consideration
$ 100,236
Note 3 –Purchase Price Allocation of Farmers Bancorp
At the merger effective time, Farmers Bancorp’s
assets and liabilities are required to be recorded at their estimated fair values. The assumptions used to determine the relevant estimated
fair value adjustments below are discussed in detail in Note 4 – Pro Forma Condensed Combined Financial Information Adjustments.
For purposes of the unaudited pro forma condensed combined financial information, the preliminary purchase price allocation has been applied
to Farmers Bancorp’s March 31, 2026 historical balance sheet. The fair value of the consideration transferred is based on Richmond
Mutual’s closing stock price on June 30, 2026, the day immediately preceding the merger effective date. The excess of the purchase
price over the fair value of the net assets acquired is goodwill.
The preliminary estimates of the consideration
transferred and the assets acquired and liabilities assumed are summarized in the following table:
At
March 31, 2026
(In thousands)
Pro forma purchase price of Farmers Bancorp
Fair value of Richmond Mutual common stock at $15.88(1) per
share for 6,254,286 shares
$ 99,318
Cash payment for fractional shares and unvested Farmers Bancorp performance share awards
918
Total pro forma purchase price
$ 100,236
Fair value of assets acquired:
Cash
$ 71,399
Investment securities available for sale
203,457
Loans receivable
765,819
CDI assets
22,400
Other assets
69,625
Total assets and identifiable intangible assets acquired
$ 1,132,699
Fair value of liabilities assumed:
Deposits
$ 919,151
Borrowings
95,283
Accrued expenses and other liabilities
26,219
Total liabilities assumed
$ 1,040,653
Fair value of net assets and identifiable intangible assets acquired
$ 92,046
The
excess of the purchase price over the fair value of the net assets acquired - goodwill(2)
$ 8,190
__________________________
(1) Stock price is as of close of business June 30, 2026.
(2) Goodwill is reflected as a transaction accounting adjustment int the pro forma condensed combined balance sheet.
Note 4 – Pro Forma Condensed Combined Financial Information
Adjustments.
The following pro forma adjustments have been
included in the unaudited pro forma condensed combined financial information. Estimated fair value adjustments are based upon available
information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. The following
are the pro forma adjustments made to record the transaction and to adjust Farmers Bancorp’s assets and liabilities to their estimated
fair values at March 31, 2026.
A. Adjustments to Cash and cash equivalents
To reflect cash payment for all unvested Farmers Bancorp performance share awards.
$ 917
To reflect projected cash used for merger costs. See Note 5 – Merger Costs.
9,931
Total cash and cash equivalents
$ 10,848
B. Adjustments to Loan and lease receivables, excluding allowance for credit losses and fees on loans and leases not yet recognized
To reflect the estimated fair value adjustment on loans and leases at merger date. The estimated fair value was determined using portfolio performance and yields compared to market.
$ (15,899 )
C. Adjustments to Deferred loan fees and costs
To eliminate Farmers Bancorp’s historical net deferred loan fees and costs.
$ 1,587
D. Adjustments to Allowance for credit losses on loans and leases
To eliminate Farmers Bancorp’s historical allowance for credit losses of $10.9 million and record the estimated allowance for credit losses on acquired loans of $13.5 million in accordance with ASC 326.
$ (2,608 )
E. Adjustments to Premises and equipment, net
The fair value of premises and equipment acquired has not yet been determined. Accordingly, the historical carrying value is used for purposes of this pro forma presentation.
$ -
F. Adjustments to Goodwill
To record the estimated goodwill resulting from the merger.
$ 8,190
G. Adjustments to Intangible asset, net
To record the estimated fair value of the CDI asset identified in the merger based on currently available information.
$ 22,400
H. Adjustments to Other assets
To reflect the estimated tax effects of the purchase accounting adjustments and merger-related expenses, as follows:
Estimated tax effect of market value adjustments.
$ (861 )
Total tax effect at 20.7% of merger-related expenses adjusted for non-deductible expenses.
2,585
Total other assets
$ 1,724
I. Adjustment to Deposits
To reflect the estimated fair market value adjustment to deposits based on current interest rates
$ (447 )
J. Adjustments to Common Stock
To record the issuance of Richmond Mutual common stock as purchase price consideration and to eliminate the common stock of Farmers Bancorp.
$ 96,701
Issuance of Richmond Mutual common stock to Farmers Bancorp shareholders (6,254,286 shares, par value $0.01 per share).
63
Total common stock
$ 96,764
K. Elimination of the historical Farmers Bancorp additional paid-in capital.
$ (1 )
L. Adjustment to Retained Earnings
To eliminate the historical Farmers Bancorp retained earnings.
$ (99,246 )
To record adjustment to retained earnings for Richmond Mutual’s estimated merger costs, net of tax. Estimated merger expenses are $9.9 million, net of the tax (assuming an effective tax rate of 20.7% after adjustment for estimated non-deductible expenses of $2.2 million).
(9,931 )
Total retained earnings
$ (109,177 )
M. Adjustment to Accumulated Other Comprehensive Income
To eliminate the historical Farmers Bancorp accumulated other comprehensive loss.
$ 17,405
For purposes of determining the pro forma effect
of the merger on the Income Statement, the following pro forma adjustments have been made as if the acquisition occurred as of the beginning
of the period presented:
Income Statements
(In Thousands)
For the Three
Months Ended
March 31, 2026
For the Year
Ended
December 31,
2025
N. Adjustments to Interest Income: Loans and
leases
To recognize the estimated accretion of fair value adjustments for the acquired loan portfolio.
$ 795
3,180
O. Adjustments to Interest income: Other
To recognize the reduction in other cash reflected for the merger at an estimated yield of 3.75% annualized.
$ (407 )
(407 )
P. Adjustments to Interest expense: Deposit
To recognize the reduction in interest expense for the time deposit premium amortization.
$ 447
135
Q. Adjustments to Noninterest expense: Salaries and employee benefit
To eliminate equity-based compensation expense.
$ (119 )
(477 )
R. Adjustments to Noninterest expense: Other
expense
To reflect estimated CDI asset amortization over ten years.
$ 560
2,080
S. Adjustments to provision for income taxes
To adjust the provision for income taxes to reflect an estimated effective tax rate of 25% on the pro forma income before income taxes.
$ (744 )
(536 )
T. Earnings per common
share:
Earnings per common share, basic and diluted were calculated using pro forma net income less dividends and undistributed earnings allocated to participating securities divided by the calculated pro forma basic and diluted weighted-average shares outstanding.
U. Basic and diluted average common shares outstanding
Basic and diluted weighted-average common shares outstanding were calculated by adding the shares issued by Richmond Mutual in the merger (Farmers Bancorp’s historical weighted-average common shares outstanding multiplied by the exchange ratio) to the historical average Richmond Mutual shares outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025.
Note 5 – Merger Costs
Richmond Mutual anticipates completing the integration
of Farmers Bancorp’s operations effective November 2026. Richmond Mutual expects to incur additional merger-related and integration
costs in connection with the merger. The timing of recognition of these costs will depend on the nature of the costs and when the related
services are received or obligations are incurred. Richmond Mutual has recorded merger-related and integration expenses totaling $2.1
million as of July 1, 2026. Farmers Bancorp recorded acquisition-related expenses totaling $4.5 million prior to the closing of the
merger.
The table below reflects Richmond Mutual’s
current estimate of the aggregate merger costs of $12.5 million, or $9.9 million net of $2.6 million of income tax benefit, computed using
an estimated effective tax rate of 20.7%, after consideration of estimated nondeductible expenses of $2.2 million, expected to be incurred
in connection with the merger, which are included in the pro forma financial information. While a portion of these costs may be required
to be recognized over time, the current estimate of these costs, primarily comprised of anticipated cash charges, include the following:
At
March 31,
2026
(In thousands)
Professional fees
$
3,850
Change of control payments
1,831
Vesting of restricted stock grants
-
Severance and retention plan
800
Data processing, termination and conversion
4,725
Other expenses
1,310
Pre-tax merger costs
12,516
Income tax benefit ((assuming an effective tax rate of 20.7% after adjustment for estimated non-deductible expenses of $2.2 million)
2,585
Net merger costs
$
9,931
Richmond Mutual’s current estimate of aggregate
merger-related costs is subject to significant uncertainty. While this estimate reflects management’s current expectations regarding
the nature and amount of costs expected to be incurred in connection with the merger, the ultimate amount and timing of recognition of
such costs will depend on the nature of the costs incurred and the timing of the related activities. The actual costs incurred could differ
materially from the current estimate based on the timing and scope of integration activities and other developments following the merger.
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration