Form 8-K

8-K — Richmond Mutual Bancorporation, Inc.

Accession: 0001628280-26-038518

Filed: 2026-05-27

Period: 2026-05-27

CIK: 0001767837

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — rmbi-20260527.htm (Primary)

EX-99.1 (a20260527annualmeetingex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rmbi-20260527.htm · Sequence: 1

rmbi-20260527

FALSE000176783700017678372026-05-272026-05-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 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

Indicate 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 ☐

Items to be Included in this Report

ITEM 5.07. Submission of Matters to a Vote of Security Holders

Richmond Mutual Bancorporation, Inc. (the “Company” or “Richmond Mutual”) held its Annual Meeting of Stockholders on May 27, 2026 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on March 23, 2026, were entitled to vote on five proposals at the Annual Meeting. The final voting results of each proposal are set forth below.

Proposal 1 - Approval of Merger and Issuance of Shares of Richmond Mutual

The Company’s stockholders approved the merger of The Farmers Bancorp, Frankfort, Indiana (“Farmers Bancorp”) with and into Richmond Mutual as contemplated by the Agreement and Plan of Merger, dated November 11, 2025, by and between Farmers Bancorp and Richmond Mutual, and the issuance of shares of Richmond Mutual common stock to the shareholders of Farmers Bancorp, pursuant to the merger agreement (the “Merger and Share Issuance Proposal”).

Number of Votes

For 6,608,986

Against 106,010

Abstain 2,251

Broker Non-Vote 1,668,371

Proposal 2 - Election of Directors

The Company’s stockholders approved the election of Garry D. Kleer and Kathryn Girten as directors of the Company, each for a three-year term to expire in the year 2029.

For Withheld Broker Non-Vote

Garry D. Kleer 6,389,170 328,077 1,668,371

Kathryn Girten 5,853,259 863,988 1,668,371

Proposal 3 - Advisory (Non-Binding) Vote on Executive Compensation

The Company’s stockholders approved the advisory (non-binding) vote on executive compensation.

Number of Votes

For 6,161,703

Against 390,846

Abstain 164,698

Broker Non-Vote 1,668,371

Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Number of Votes

For 8,217,379

Against 45,975

Abstain 122,264

Proposal 5 - Approval of Adjournment of the Annual Meeting, if Necessary

The Company’s stockholders approved the proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the Annual Meeting to approve the Merger and Share Issuance Proposal (which adjournment was not necessary given approval of the Merger and Share Issuance Proposal).

Number of Votes

For 6,586,372

Against 112,127

Abstain 18,748

Broker Non-Vote 1,668,371

ITEM 9.01. Financial Statements and Other Exhibits

(d) Exhibits

99.1

Press release dated May 27, 2026 announcing shareholder approval of the merger between Richmond Mutual Bancorporation, Inc. and Farmers Bancorp, Frankfort, Indiana.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized.

RICHMOND MUTUAL BANCORPORATION, INC.

Date: May 27, 2026 By: /s/Garry D. Kleer

Garry D. Kleer

President and Chief Executive Officer

EX-99.1

Filename: a20260527annualmeetingex991.htm · Sequence: 2

Document

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

May 27, 2026

MERGER BETWEEN RICHMOND MUTUAL BANCORPORATION, INC. AND

THE FARMERS BANCORP, FRANKFORT, INDIANA RECEIVES SHAREHOLDER APPROVAL

RICHMOND, IN – May 27, 2026 – Richmond Mutual Bancorporation, Inc. (NASDAQ: RMBI) (“Richmond Mutual”) and The Farmers Bancorp, Frankfort, Indiana (OTCPK: FABP) (“Farmers Bancorp”) today jointly announced that they each received the necessary shareholder approval for the consummation of their planned merger. Farmers Bancorp’s shareholders approved the merger agreement and related transactions at its special meeting of shareholders held on May 26, 2026. Richmond Mutual’s shareholders approved the merger agreement and the issuance of its shares in the transaction at its annual meeting of shareholders held on May 27, 2026. Richmond Mutual previously announced the receipt of all required bank regulatory approvals for the merger of Richmond Mutual and Farmers Bancorp, as well as the merger of Farmers Bancorp’s bank subsidiary, The Farmers Bank, into Richmond Mutual’s bank subsidiary, First Bank Richmond. The transaction is expected to be completed on or around the end of the second quarter of 2026, subject to satisfaction of customary closing conditions.

Upon completion of the merger, Farmers Bancorp shareholders will be entitled to receive 3.40 shares of Richmond Mutual common stock for each share of Farmers Bancorp common stock they own. The exchange ratio is fixed, and the transaction is expected to qualify as a tax-free exchange for Farmers Bancorp’s shareholders.

The combined company will continue to trade on the Nasdaq Capital Market under the ticker symbol "RMBI." The holding company will operate under the name "Richmond Mutual Bancorporation, Inc.," and the combined bank will operate under the new name “First Bank Midwest.” The administrative headquarters of the combined company will be located in Richmond, Indiana, and the administrative headquarters of the combined bank will be located in Frankfort, Indiana.

About Richmond Mutual Bancorporation, Inc.

Richmond Mutual Bancorporation, Inc., headquartered in Richmond, Indiana, is the holding company for First Bank Richmond, a community-oriented financial institution offering traditional financial and trust services within its local communities through its eight locations in Richmond, Centerville, Cambridge City and Shelbyville, Indiana, its six locations in Columbus, Sidney, Piqua and Troy, Ohio.

About The Farmers Bancorp, Frankfort, Indiana

The Farmers Bancorp, Frankfort, Indiana operates as the financial holding company for The Farmers Bank. Founded in 1876, The Farmers Bank is a full-service financial institution based in Clinton County, Indiana. In addition to its main office at 9 East Clinton Street, Frankfort, Indiana, the Bank operates a loan production office in Carmel and branches in Fishers, Frankfort, Kirklin, Lebanon, Michigantown, Mulberry, Noblesville, Rossville, Sheridan, Tipton and Westfield.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Statements about the expected timing, completion, and effects of the proposed merger, as well as all other statements in this communication other than historical facts, constitute forward-looking statements. When used in this communication and in other documents filed with or furnished to the SEC, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, words or phrases such as "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," "expect," "intend," "forecast," "outlook," or similar expressions are intended to identify forward-looking statements.

Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans and objectives, revenue or earnings projections, or other financial matters. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. For a discussion of factors that could cause actual results to differ materially, please refer to the joint proxy statement/prospectus filed by Richmond Mutual with the Securities and Exchange Commission in connection with the proposed merger. Additional factors can be found in Richmond Mutual's Annual Report on Form 10-K for the year ended December 31, 2025, and in other documents Richmond Mutual files with the SEC, all of which are available on the SEC's website at www.sec.gov.

Neither Richmond Mutual nor Farmers Bancorp undertakes any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

For further information:

Contacts

Richmond Mutual Bancorporation, Inc.

Garry D. Kleer, Chairman, President and Chief Executive Officer

Bradley M. Glover, SVP/Chief Financial Officer

(765) 962-2581

The Farmers Bancorp, Frankfort, Indiana

Christopher D. Cook, President and Chief Executive Officer

Chad Kozuch, EVP/Chief Financial Officer

(765) 654-8731

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