UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2026

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to ________________

Commission file number 000-55756

Farmers and Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland

81-3605835

(State or other jurisdiction of

(I. R. S. Employer Identification No.)

incorporation or organization)

4510 Lower Beckleysville Road, Suite H, Hampstead, Maryland 21074

(Address of principal executive offices) (Zip Code)

(410) 374-1510

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☑

Smaller reporting company ☑

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,262,958 as of August 11, 2026.

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Table of Contents

Page

PART I – FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Consolidated balance sheets at June 30, 2026 (unaudited) and December 31, 2025

3

Consolidated statements of income (unaudited) for the three and six months ended June 30, 2026 and 2025

4

Consolidated statements of comprehensive income (unaudited) for the three and six months ended June 30, 2026 and 2025

5

Consolidated statements of changes in stockholders’ equity (unaudited) for the three and six months ended June 30, 2026 and 2025

6

Consolidated statements of cash flows (unaudited) for the six months ended June 30, 2026 and 2025

7

Notes to consolidated financial statements (unaudited)

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

Item 3. Quantitative and Qualitative Disclosures About Market Risk

51

Item 4. Controls and Procedures

51

PART II – OTHER INFORMATION

52

Item 1. Legal Proceedings

52

Item 1A. Risk Factors

52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

52

Item 3. Defaults upon Senior Securities

52

Item 4. Mine Safety Disclosures

52

Item 5. Other Information

52

Item 6. Exhibits

53

SIGNATURES

53

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

June 30,

December 31,

2026

2025 *

Assets

Cash and due from banks

$ 54,323 $ 46,113

Federal funds sold and other interest-bearing deposits

1,163 566

Cash and cash equivalents

55,486 46,679

Certificates of deposit in other banks

100 100

Securities available for sale, at fair value

109,091 118,730

Securities held to maturity, at amortized cost less allowance for credit losses of $63 and $79

20,863 21,055

Equity security, at fair value

553 550

Restricted stock, at cost

3,475 3,693

Mortgage loans held for sale

694 714

Loans, less allowance for credit losses of $4,518 and $4,361

636,549 633,144

Premises and equipment, net

6,987 7,141

Accrued interest receivable

2,402 2,535

Deferred income taxes, net

6,404 6,277

Other real estate owned, net

1,665 1,673

Bank owned life insurance

15,555 15,353

Goodwill and other intangibles, net

7,014 7,018

Other assets

7,374 7,296

Total Assets

$ 874,212 $ 871,958

Liabilities and Stockholders' Equity

Deposits

Noninterest-bearing

$ 126,385 $ 117,098

Interest-bearing

598,740 603,361

Total deposits

725,125 720,459

Securities sold under repurchase agreements

4,559 4,317

Federal Home Loan Bank of Atlanta advances

57,700 62,700

Long-term debt, net of issuance costs

12,060 12,036

Accrued interest payable

989 1,278

Other liabilities

6,185 6,508

Total liabilities

806,618 807,298

Stockholders' equity

Common stock, par value $.01 per share, authorized 5,000,000 shares; issued and outstanding 3,262,958 shares in 2026 and 3,229,795 shares in 2025

33 32

Additional paid-in capital

32,735 32,148

Retained earnings

47,766 45,210

Accumulated other comprehensive loss

(12,940 ) (12,730 )

Total Stockholders' equity

67,594 64,660

Total liabilities and stockholders' equity

$ 874,212 $ 871,958

* Derived from audited consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements.

- 3 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands except per share data)

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Interest income

Loans, including fees

$ 9,647 $ 8,899 $ 19,409 $ 17,265

Investment securities - taxable

798 1,070 1,643 2,121

Investment securities - tax exempt

157 153 298 309

Federal funds sold and other interest earning assets

417 171 819 485

Total interest income

11,019 10,293 22,169 20,180

Interest expense

Deposits

3,417 4,071 6,922 8,321

Securities sold under repurchase agreements

10 12 26 29

Federal Home Loan Bank advances

559 110 1,158 122

Long-term debt

258 109 516 222

Total interest expense

4,244 4,302 8,622 8,694

Net interest income

6,775 5,991 13,547 11,486

Provision for credit losses

- 238 - 268

Net interest income after provision for credit losses

6,775 5,753 13,547 11,218

Noninterest income

Service charges on deposit accounts

174 178 331 342

Mortgage banking income

72 47 130 76

Bank owned life insurance income

102 106 202 211

Fair value adjustment of equity security

(2 ) 1 (5 ) 10

Gain on settlement of fair value hedge

- - - 94

Other fees and commissions

177 124 296 236

Total noninterest income

523 456 954 969

Noninterest expense

Salaries

2,348 2,191 4,425 4,398

Employee benefits

583 531 1,277 913

Occupancy

319 280 664 608

Furniture and equipment

420 480 885 815

Professional services

201 218 344 391

Automated teller machine and debit card expenses

147 168 316 336

Federal Deposit Insurance Corporation premiums

81 117 182 316

Postage, delivery, and armored carrier

65 64 131 142

Advertising

49 74 106 130

Other real estate owned expense, net

6 67 50 71

Other

573 540 1,154 1,108

Total noninterest expense

4,792 4,730 9,534 9,228

Income before income taxes

2,506 1,479 4,967 2,959

Income taxes

610 280 1,246 596

Net income

$ 1,896 $ 1,199 $ 3,721 $ 2,363

Earnings per common share - basic

$ 0.58 $ 0.38 $ 1.14 $ 0.74

Earnings per common share - diluted

$ 0.58 $ 0.38 $ 1.14 $ 0.74

The accompanying notes are an integral part of these consolidated financial statements.

- 4 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net income

$ 1,896 $ 1,199 $ 3,721 $ 2,363

Other comprehensive income (loss), net of income taxes:

Total unrealized gain (loss) on investment securities available for sale

385 682 (290 ) 1,995

Income tax (expense) benefit

(106 ) (188 ) 80 (547 )

Total other comprehensive income (loss)

279 494 (210 ) 1,448

Total comprehensive income

$ 2,175 $ 1,693 $ 3,511 $ 3,811

The accompanying notes are an integral part of these consolidated financial statements.

- 5 -

Farmers and Merchants Bancshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

Three and six months ended June 30, 2026 and 2025

(Unaudited)

(Dollars in thousands except per share data)

Additional

Accumulated other

Total

Common stock

paid-in

Retained

comprehensive

stockholders'

Shares

Par value

capital

earnings

income (loss)

equity

Three months ended June 30, 2025

Balance, March 31, 2025

3,175,347 $ 32 $ 31,294 $ 42,777 $ (15,555 ) $ 58,548

Net income

- - - 1,199 - 1,199

Other comprehensive income

- - - - 494 494

Stock-based compensation

- - 5 - - 5

Balance, June 30, 2025

3,175,347 $ 32 $ 31,299 $ 43,976 $ (15,061 ) $ 60,246

Six months ended June 30, 2025

Balance, December 31, 2024

3,166,653 $ 32 $ 31,136 $ 41,613 $ (16,509 ) $ 56,272

Net income

- - - 2,363 - 2,363

Other comprehensive income

- - - - 1,448 1,448

Stock-based compensation

8,694 - 163 - - 163

Balance, June 30, 2025

3,175,347 $ 32 $ 31,299 $ 43,976 $ (15,061 ) $ 60,246

Three months ended June 30, 2026

Balance, March 31, 2026

3,235,707 $ 32 $ 32,253 $ 47,035 $ (13,219 ) $ 66,101

Net income

- - - 1,896 - 1,896

Other comprehensive income

- - - - 279 279

Stock-based compensation

- - 26 - - 26

Cash dividends, $.36 per share

- - - (1,165 ) - (1,165 )

Dividends reinvested

27,251 1 456 - - 457

Balance, June 30, 2026

3,262,958 $ 33 $ 32,735 $ 47,766 $ (12,940 ) $ 67,594

Six months ended June 30, 2026

Balance, December 31, 2025

3,229,795 $ 32 $ 32,148 $ 45,210 $ (12,730 ) $ 64,660

Net income

- - - 3,721 - 3,721

Other comprehensive loss

- - - - (210 ) (210 )

Stock-based compensation

5,912 - 131 - - 131

Cash dividends, $.36 per share

- - - (1,165 ) - (1,165 )

Dividends reinvested

27,251 1 456 - - 457

Balance, June 30, 2026

3,262,958 $ 33 $ 32,735 $ 47,766 $ (12,940 ) $ 67,594

The accompanying notes are an integral part of these consolidated financial statements

- 6 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

Six Months Ended June 30,

2026

2025

Reconciliation of net income to net cash provided by operating activities

Net income

$ 3,721 $ 2,363

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

364 380

Provision for credit losses

- 268

Accretion of right of use asset

(11 ) (3 )

Equity security dividends reinvested

(8 ) (8 )

Unrealized loss (gain) on equity security

5 (9 )

Write down of other real estate owned

- 83

Loss on fair value hedge

- 64

Gain on settlement of fair value hedge

- (94 )

Stock based compensation

131 163

Amortization of debt issuance costs

24 3

Amortization of premiums and (accretion of discounts), net

(180 ) (227 )

Bank owned life insurance cash surrender value

(202 ) (211 )

Increase (decrease) in

Deferred loan fees and costs, net

13 41

Accrued interest payable

(289 ) (83 )

Other liabilities

32 225

Decrease (increase) in

Mortgage loans held for sale

20 (484 )

Accrued interest receivable

133 50

Other assets

(209 ) (624 )

Net cash provided by operating activities

3,544 1,897

The accompanying notes are an integral part of these consolidated financial statements

- 7 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

Six Months Ended June 30,

2026

2025

Cash flows from investing activities

Proceeds from maturity, principal repayments and calls of securities

Available for sale

9,798 7,110

Held to maturity

500 -

Purchase of securities

Available for sale

(600 ) -

Held to maturity

(214 ) (773 )

Loans made to customers, net of principal collected

(3,514 ) (34,491 )

Redemption (purchase) of stock in FHLB of Atlanta

218 (269 )

Proceeds from sale of other real estate owned

8 -

Purchases of premises, equipment and software

(133 ) (206 )

Net cash provided by (used in) investing activities

6,063 (28,629 )

Cash flows from financing activities

Net increase (decrease) in

Noninterest-bearing deposits

9,287 14,200

Interest-bearing deposits

(4,621 ) (24,108 )

Securities sold under repurchase agreements

242 (792 )

Federal Home Loan Bank of Atlanta (repayments) advances

(5,000 ) 5,000

Long-term debt principal payments

- (944 )

Dividends paid, net of reinvestments

(708 ) -

Net cash used in financing activities

(800 ) (6,644 )

Net increase (decrease) in cash and cash equivalents

8,807 (33,376 )

Cash and cash equivalents at beginning of period

46,679 64,659

Cash and cash equivalents at end of period

$ 55,486 $ 31,283

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

$ 6,356 $ 8,771

Cash paid during the period for income taxes

1,034 134

Supplemental disclosure of non-cash transactions:

Net unrealized (loss) gain on securities available for sale

(544 ) 2,682

Increase (decrease) in fair value of interest rate swap agreements

250 (738 )

Foreclosure in settlement of loan receivable

- 1,665

Issuance of common stock, dividend reinvestment plan

27,252 -

The accompanying notes are an integral part of these consolidated financial statements.

- 8 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1.

Principles of consolidation

The consolidated financial statements include the accounts of Farmers and Merchants Bancshares, Inc. and its wholly owned subsidiaries, Farmers and Merchants Bank (the “Bank”), and Series Protected Cell FCB-4 (the “Insurance Subsidiary”), and one subsidiary of the Bank, Reliable Community Financial Services, Inc. (collectively the “Company”, “we”, “us”, or “our”). The Insurance Subsidiary is a series investment, 100% owned by Farmers and Merchants Bancshares, Inc. in First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed property and casualty insurance company. Intercompany balances and transactions, including insurance premium paid by the Bank that were received by the Insurance Subsidiary through an intermediary, have been eliminated.

2.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods have been made. Such adjustments were normal and recurring in nature. The results of operations for the three and six month periods ended June 30, 2026 do not necessarily reflect the results that may be expected for the fiscal year ending December 31, 2026 or any future interim period. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025, which are included in Farmers and Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (the “SEC”).

Recent Accounting Pronouncements

Management has the responsibility for the selection and use of appropriate accounting policies. The significant accounting policies used by the Company are described in the notes to the consolidated financial statements.

In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-08, “Financial Instruments—Credit Losses (Topic 326): Purchased Loans.” The amendments in this ASU expand the population of acquired financial assets accounted for using the gross-up approach. Acquired loans (excluding credit cards) are deemed purchased seasoned loans and accounted for using the gross-up approach upon acquisition if criteria established by the new guidance are met. This change aims to enhance comparability and consistency, and better reflect the economics of acquiring financial assets. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. If an entity adopts this ASU in an interim reporting period, it should apply it as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period. The Company does not expect the adoption of ASU 2025-08 to have a material impact on its consolidated financial statements.

- 9 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. FASB subsequently issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

Management believes that the accounting policies adopted by management are consistent with authoritative GAAP and are consistent with those followed by our peers.

Summary of Significant Accounting Policies

There have been no changes to significant accounting policies since the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 was filed with the SEC.

- 10 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

3.

Investment Securities

Investments in debt securities are summarized as follows:

June 30 2026

Amortized

Unrealized

Unrealized

Fair

Allowance for

Net Carrying

(Dollars in thousands)

cost

gains

losses

value

Credit Losses

Amount

Available for sale

State and municipal

$ 160 $ - $ 4 $ 156 $ - $ 156

SBA pools

444 3 2 445 - 445

Corporate bonds

6,889 - 426 6,463 - 6,463

Mortgage-backed securities

119,481 - 17,454 102,027 - 102,027
$ 126,974 $ 3 $ 17,886 $ 109,091 $ - $ 109,091

Held to maturity

State and municipal

$ 20,926 $ 28 $ 975 $ 19,979 $ 63 $ 20,863

December 31, 2025

Amortized

Unrealized

Unrealized

Fair

Allowance for

Net Carrying

(Dollars in thousands)

cost

gains

losses

value

Credit Losses

Amount

Available for sale

State and municipal

$ 205 $ - $ 3 $ 202 $ - $ 202

SBA pools

512 2 2 512 - 512

Corporate bonds

7,044 - 580 6,464 - 6,464

Mortgage-backed securities

128,308 148 16,904 111,552 - 111,552
$ 136,069 $ 150 $ 17,489 $ 118,730 $ - $ 118,730

Held to maturity

State and municipal

$ 21,134 $ 49 $ 929 $ 20,254 $ 79 $ 21,055

The tables above do not include portfolio level basis adjustments, which were $42 thousand and $211 thousand at June 30, 2026 and December 31, 2025, respectively.

The allowance for credit losses on held-to-maturity securities is a contra-asset valuation allowance that is deducted from the amortized cost basis of held-to-maturity securities to present the net amount expected to be collected. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to securities issued by states and political subdivisions, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Unrated bonds were underwritten similar to commercial loans and the financial condition of the issuer is monitored periodically. Expected credit losses on commercial loans are applied to unrated bonds. The duration of each bond is used as the remaining life in the calculation of expected credit losses.

- 11 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following table summarizes Moody's and/or Standard & Poor's bond ratings (the Company’s primary credit quality indicators) for our portfolio of held-to-maturity securities issued by states and political subdivisions as of June 30, 2026 and December 31, 2025 at amortized cost:

(Dollars in thousands)

June 30, 2026

December 31, 2025

AAA

$ 2,831 $ 2,820

AA

11,869 12,285

A

1,196 1,202

BBB

- -

Not rated

5,030 4,827

Total

$ 20,926 $ 21,134

Generally, the historical loss rates associated with securities having similar grades as those in our portfolio have not been significant. Furthermore, as of June 30, 2026, there were no past due principal or interest payments associated with these securities and none were on nonaccrual status.

The following table details activity in the allowance for credit losses on held-to-maturity securities for the three- and six-month periods ended June 30, 2026 and 2025:

Three Months

Six Months

Three Months

Six Months

Ended

Ended

Ended

Ended

(dollars in thousands)

June 30, 2026

June 30, 2026

June 30, 2025

June 30, 2025

Beginning balance

$ 88 $ 79 $ 63 $ 60

(Recovery of) provision for credit losses

(25 ) (16 ) 18 21

Ending balance

$ 63 $ 63 $ 81 $ 81

Accrued interest receivable on available for sale securities totaled $260 thousand and $267 thousand as of June 30, 2026 and December 31, 2025, respectively, and accrued interest receivable on held to maturity securities totaled $119 thousand and $121 thousand as of June 30, 2026 and December 31, 2025, respectively. Both are grouped in accrued interest receivable on the consolidated balance sheets. Accrued interest receivable is not included as part of the calculation of the allowance for credit losses estimate.

- 12 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Contractual maturities, shown below, will differ from actual maturities because borrowers and issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Available for Sale

Held to Maturity

(Dollars in thousands)

Amortized

Fair

Amortized

Fair

June 30, 2026

cost

value

cost

value

Within one year

$ - $ - $ - $ -

Over one to five years

2,849 2,715 1,606 1,605

Over five to ten years

4,200 3,904 11,640 11,359

Over ten years

- - 7,680 7,015
7,049 6,619 20,926 19,979

Mortgage-backed securities and SBA pools, due in monthly installments

119,925 102,472 - -
$ 126,974 $ 109,091 $ 20,926 $ 19,979

Securities with a carrying value of $59.4 million and $21.0 million as of June 30, 2026 and December 31, 2025, respectively, were pledged as collateral for borrowings, securities sold under repurchase agreements and other collateralized deposits.

During the three- and six-month periods ended June 30, 2026 and 2025, there were no sales of available for sale securities.

The following table sets forth the Company’s gross unrealized losses on a continuous basis for available for sale debt securities, by category and length of time.

(Dollars in thousands)

June 30, 2026

Less than 12 months

12 months or more

Total

Description of investments

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

State and municipal

$ - $ - $ 156 $ 4 $ 156 $ 4

SBA pools

- - 238 2 238 2

Corporate bonds

347 3 5,866 423 6,213 426

Mortgage-backed securities

20,041 271 81,986 17,183 102,027 17,454

Total

$ 20,388 $ 274 $ 88,246 $ 17,612 $ 108,634 $ 17,886
- 13 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

(Dollars in thousands)

December 31, 2025

Less than 12 months

12 months or more

Total

Description of investments

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

State and municipal

$ - $ - $ 202 $ 3 $ 202 $ 3

SBA pools

- - 297 2 297 2

Corporate bonds

- - 6,464 580 6,464 580

Mortgage-backed securities

11,013 69 87,183 16,835 98,196 16,904

Total

$ 11,013 $ 69 $ 94,146 $ 17,420 $ 105,159 $ 17,489

As of June 30, 2026, management did not have the intent to sell any of the securities before a recovery of cost, and it is more likely than not that the Company will not be required to sell before the recovery of the amortized cost basis. The unrealized losses as of June 30, 2026 were due to increases in market interest rates over the yields available at the time the underlying securities were purchased as well as other market conditions for each particular security based upon the structure and remaining principal balance. The fair values of the investment securities are expected to recover as the securities approach their maturity dates or repricing dates or if market yields for such investments decline. Based on these factors, as of June 30, 2026, management believes that the unrealized losses detailed in the table above are temporary and, accordingly, none of these unrealized losses have been recognized in the Company’s consolidated statement of income.

4.

Loans and Allowance for Credit Losses

Major categories of loans are as follows:

June 30,

December 31,

(Dollars in Thousands)

2026

2025

Real estate:

Commercial

$ 441,266 $ 432,726

Construction/Land development

31,576 36,352

Residential

118,803 118,924

Commercial and industrial

50,146 49,869

Consumer

110 469

Total Loans

641,901 638,340

Less: Allowance for credit losses

4,518 4,361

Deferred origination fees, net of costs

834 835
$ 636,549 $ 633,144

For purposes of monitoring the performance of the loan portfolio and estimating the allowance for credit losses, the Company's loans receivable portfolio is segmented as follows: (i) commercial real estate; (ii) construction and land development; (iii) residential; (iv) commercial and industrial; (v) and consumer.

- 14 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Commercial real estate loans carry risks associated with the borrower’s ability to repay the loan from the cash flow derived from the underlying real estate. Risks inherent in managing a commercial real estate portfolio relate to sudden or gradual drops in property values as well as changes in the economic climate. Real estate security diminishes risks only to the extent that a market exists for the subject collateral. These risks are attempted to be mitigated by carefully underwriting loans of this type and by following appropriate loan-to-value standards. The Company generally requires personal guarantees or endorsements with respect to these loans and loan-to-value ratios for real estate-commercial loans generally do not exceed 80%.

Construction and land development real estate loans carry risks that the project will not be finished according to schedule, the project will not be finished according to budget, and/or the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure unrelated to the project. The Company generally requires personal guarantees or endorsements with respect to these loans and loan-to-value ratios for real estate-commercial loans generally do not exceed 80%.

Residential real estate mortgage loans, including equity lines of credit, carry risks associated with the continued credit-worthiness of the borrower and the changes in the value of the collateral.

Commercial and industrial loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because the repayment of these loans may be dependent upon the profitability and cash flows of the business or project. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much precision.

Consumer loans carry risks associated with the continued credit-worthiness of the borrower and the value of the collateral. The Company's consumer loans consist primarily of installment loans made to individuals for personal, family and household purposes. These risks are attempted to be mitigated by following appropriate loan-to-value standards and an experienced management team for this type of portfolio.

- 15 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

An age analysis of past due loans, segregated by type of loan, is as follows:

90 Days

Past Due 90

(Dollars in thousands)

30 - 59 Days

60 - 89 Days

or More

Total

Total

Days or More

June 30, 2026

Past Due

Past Due

Past Due

Past Due

Current

Loans

and Accruing

Real estate:

Commercial

$ - $ - $ - - $ 441,266 $ 441,266 $ -

Construction and land development

324 - - 324 31,252 31,576 -

Residential

145 - - 145 118,658 118,803 -

Commercial and industrial

72 - - 72 50,074 50,146 -

Consumer

- - - - 110 110 -

Total

$ 541 $ - $ - $ 541 $ 641,360 $ 641,901 $ -

December 31, 2025

Real estate:

Commercial

$ - $ - $ - $ - $ 432,726 $ 432,726 $ -

Construction and land development

- - - - 36,352 36,352 -

Residential

151 - - 151 118,773 118,924 -

Commercial and industrial

- 50 - 50 49,819 49,869 -

Consumer

- - - - 469 469 -

Total

$ 151 $ 50 $ - $ 201 $ 638,139 $ 638,340 $ -

There were no collateral-dependent or nonaccrual loans as of June 30, 2026 and December 31, 2025.

- 16 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

From time to time, loans to borrowers experiencing financial difficulty may be modified. Generally, the modifications we grant are extensions of terms, deferrals of payments for an extended period or interest rate reductions. Occasionally, we may modify a loan by providing principal forgiveness. In some cases, we will modify a loan by providing multiple types, or combinations, of concessions.

There were no loan modifications to borrowers experiencing financial difficulty for the quarter and six months ended June 30, 2026. The Bank modified one commercial real estate loan to a borrower experiencing financial distress during the six month period ended June 30, 2025. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of loans is also presented below. The term of the loan was extended by three months. The loan was not delinquent at June 30, 2026 and was not in default.

The following table presents the amortized cost basis of the loan modifications at June 30, 2026 and June 30, 2025 and the percentage of the amortized cost basis of the loan to the total cost basis of the class of loans and total loans.

June 30, 2026

June 30, 2025

Total Class

Total Class

Term

of Financing

Term

of Financing

(Dollars in thousands)

Extension

Receivable

Extension

Receivable

Commercial real estate

$ - 0.00 % $ 4,399 1.06 %

Total

$ - 0.00 % $ 4,399 0.71 %

Accrued interest receivable on loans totaled $1.9 million at June 30, 2026 and $2.0 million at December 31, 2025 and is included in accrued interest receivable on the consolidated balance sheets. Accrued interest receivable is not included as part of the amortized costs of loans for the allowance for credit losses estimate.

Credit Quality Indicators

As part of our portfolio risk management, the Company assigns a risk grade to each loan. The factors used to determine the grade are the payment history of the loan and the borrower, the value of the collateral and net worth of the guarantor, and cash flow projections of the borrower. Excellent, Above Average, Average, Acceptable, and Pass/Watch grades are assigned to loans with limited or no delinquent payments and more than sufficient collateral and/or cash flow.

A description of the general characteristics of loans characterized as watch list or classified is as follows:

Special Mention

A special mention loan is a loan that management believes 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 Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

- 17 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow or negative trends in earnings. Access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.

Substandard

A substandard loan is a loan that management believes is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Such loans 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.

Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate debt service coverage ratio, or marginal liquidity and capitalization. Substandard loans require more intense supervision by Company management.

Doubtful

A doubtful loan is a loan that management believes has all of the weaknesses inherent in a substandard loan with the added characteristic that the weaknesses, based on currently existing facts, conditions, and values, make collection or liquidation in full highly questionable and improbable.

- 18 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Loans by credit grade, segregated by loan type, at quarter end, and gross charge-offs during the year to date period are as follows:

Term Loans Amortized Cost Basis by Origination

As of and for the six months ended June 30, 2026

(dollars in thousands)

Revolving

2026

2025

2024

2023

2022

Prior

Loans

Total

Commercial Real Estate

Pass

$ 58,699 $ 59,796 $ 45,756 $ 20,075 $ 58,097 $ 165,866 $ 6,272 $ 414,561

Special Mention

93 2,164 12,576 - 5,775 1,193 - 21,801

Substandard

- 328 - - - 4,576 - 4,904

Doubtful

- - - - - - - -

Total

$ 58,792 $ 62,288 $ 58,332 $ 20,075 $ 63,872 $ 171,635 $ 6,272 $ 441,266

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Construction and Land Development

Pass

$ 2,959 $ 7,941 $ 11,300 $ 75 $ 2,638 $ 3,017 $ 695 $ 28,625

Special Mention

- - - 1,280 - 1,347 - 2,627

Substandard

- - 324 - - - - 324

Doubtful

- - - - - - - -

Total

$ 2,959 $ 7,941 $ 11,624 $ 1,355 $ 2,638 $ 4,364 $ 695 $ 31,576

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Residential Real Estate

Pass

$ 13,465 $ 21,346 $ 10,199 $ 9,520 $ 16,248 $ 34,980 $ 11,794 $ 117,552

Special Mention

- - - - - - 16 16

Substandard

1,235 - - - - - - 1,235

Doubtful

- - - - - - - -

Total

$ 14,700 $ 21,346 $ 10,199 $ 9,520 $ 16,248 $ 34,980 $ 11,810 $ 118,803

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Commercial and Industrial

Pass

$ 4,450 $ 6,100 $ 7,972 $ 2,644 $ 3,182 $ 2,290 $ 12,424 $ 39,062

Special Mention

68 1,009 90 212 200 - 9,149 10,728

Substandard

- 6 - - - - 350 356

Doubtful

- - - - - - - -

Total

$ 4,518 $ 7,115 $ 8,062 $ 2,856 $ 3,382 $ 2,290 $ 21,923 $ 50,146

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Consumer

Pass

$ 15 $ 19 $ 46 $ 28 $ - $ 2 $ - $ 110

Special Mention

- - - - - - - -

Substandard

- - - - - - - -

Doubtful

- - - - - - - -

Total

$ 15 $ 19 $ 46 $ 28 $ - $ 2 $ - $ 110

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Aggregate total

Pass

$ 79,588 $ 95,202 $ 75,273 $ 32,342 $ 80,165 $ 206,155 $ 31,185 $ 599,910

Special Mention

161 3,173 12,666 1,492 5,975 2,540 9,165 35,172

Substandard

1,235 334 324 - - 4,576 350 6,819

Doubtful

- - - - - - - -

Total

$ 80,984 98,709 88,263 33,834 86,140 213,271 40,700 641,901

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -
- 19 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Loans by credit grade, segregated by loan type, at year end, and gross charge-offs during the year ended are as follows:

Term Loans Amortized Cost Basis by Origination

As of and for the year ended December 31, 2025

(dollars in thousands)

Revolving

2025

2024

2023

2022

2021

Prior

Loans

Total

Commercial Real Estate

Pass

$ 79,675 $ 46,355 $ 26,415 $ 59,035 $ 49,841 $ 138,474 $ 5,601 $ 405,396

Special Mention

2,188 12,707 - 5,869 - 1,219 400 22,383

Substandard

337 - - - - 4,610 - 4,947

Doubtful

- - - - - - - -

Total

$ 82,200 $ 59,062 $ 26,415 $ 64,904 $ 49,841 $ 144,303 $ 6,001 $ 432,726

Charge-offs

$ - $ - $ - $ - $ - $ 647 $ - $ 647

Construction and Land Development

Pass

$ 10,750 $ 14,282 $ 2,495 $ 3,339 $ 144 $ 4,689 $ 653 $ 36,352

Special Mention

- - - - - - - -

Substandard

- - - - - - - -

Doubtful

- - - - - - - -

Total

$ 10,750 $ 14,282 $ 2,495 $ 3,339 $ 144 $ 4,689 $ 653 $ 36,352

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Residential Real Estate

Pass

$ 22,160 $ 10,190 $ 10,011 $ 16,757 $ 5,606 $ 40,735 $ 12,179 $ 117,638

Special Mention

- - - - - - - -

Substandard

1,262 - - - - 5 19 1,286

Doubtful

- - - - - - - -

Total

$ 23,422 $ 10,190 $ 10,011 $ 16,757 $ 5,606 $ 40,740 $ 12,198 $ 118,924

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Commercial and Industrial

Pass

$ 5,332 $ 9,963 $ 3,067 $ 3,643 $ 1,950 $ 651 $ 14,119 $ 38,725

Special Mention

1,009 104 173 303 - - 9,148 10,737

Substandard

7 - - - - - 400 407

Doubtful

- - - - - - - -

Total

$ 6,348 $ 10,067 $ 3,240 $ 3,946 $ 1,950 $ 651 $ 23,667 $ 49,869

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Consumer

Pass

$ 377 $ 54 $ 36 $ - $ - $ 2 $ - $ 469

Special Mention

- - - - - - - -

Substandard

- - - - - - - -

Doubtful

- - - - - - - -

Total

$ 377 $ 54 $ 36 $ - $ - $ 2 $ - $ 469

Charge-offs

$ - $ - $ - $ - $ - $ - $ - $ -

Aggregate total

Pass

$ 118,294 80,844 42,024 82,774 57,541 184,551 32,552 598,580

Special Mention

3,197 12,811 173 6,172 - 1,219 9,548 33,120

Substandard

1,606 - - - - 4,615 419 6,640

Doubtful

- - - - - - - -

Total

$ 123,097 93,655 42,197 88,946 57,541 190,385 42,519 638,340

Charge-offs

$ - $ - $ - $ - $ - $ 647 $ - $ 647
- 20 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following tables detail activity in the allowance for credit losses and loan balances by portfolio as of and for the six month periods ended June 30, 2026 and 2025, and as of and for the year ended December 31, 2025. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Allowance for credit losses ending

Outstanding loan balances

Provision for

by evaluation method

evaluated:

(Dollars in thousands)

Beginning

(recovery of)

Charge

Ending

June 30, 2026

balance

credit losses

offs

Recoveries

balance

Individually

Collectively

Individually

Collectively

Real estate:

Commercial

$ 2,384 $ - $ - $ 50 $ 2,434 $ - $ 2,434 $ - $ 441,266

Construction and land development

520 - - - 520 - 520 - 31,576

Residential

644 - - 10 654 - 654 - 118,803

Commercial and industrial

762 - - - 762 - 762 - 50,146

Consumer

1 - - - 1 - 1 - 110

Unallocated

50 97 - - 147 - 147 - -
$ 4,361 $ 97 $ - $ 60 $ 4,518 $ - $ 4,518 $ - $ 641,901

Allowance for credit losses ending

Outstanding loan balances

Provision for

by evaluation method

evaluated:

(Dollars in thousands)

Beginning

(recovery of)

Charge

Ending

June 30, 2025

balance

credit losses

offs

Recoveries

balance

Individually

Collectively

Individually

Collectively

Real estate:

Commercial

$ 2,481 $ 821 $ (356 ) $ - $ 2,946 $ 300 $ 2,130 $ 307 $ 415,625

Construction and land development

478 (18 ) - - 460 - 460 - 31,032

Residential

751 (547 ) - 15 219 - 735 270 115,456

Commercial and industrial

513 95 - - 608 - 608 - 56,975

Consumer

4 (4 ) - - - - - - 544

Unallocated

33 (33 ) - - - - - - -
$ 4,260 $ 314 $ (356 ) $ 15 $ 4,233 $ 300 $ 3,933 $ 577 $ 619,632
- 21 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Allowance for credit losses ending

Outstanding loan balances

(Dollars in thousands)

Provision for

by evaluation method

evaluated:

As of and for the year ended

Beginning

(recovery of)

Charge

Ending

December 31, 2025

balance

credit losses

offs

Recoveries

balance

Individually

Collectively

Individually

Collectively

Real estate:

Commercial

$ 2,481 $ 550 $ (647 ) $ - $ 2,384 $ - $ 2,384 $ - $ 432,726

Construction and land development

478 42 - - 520 - 520 - 36,352

Residential

751 (130 ) - 23 644 - 644 - 118,924

Commercial

513 249 - - 762 - 762 - 49,869

Consumer

4 (3 ) - - 1 - 1 - 469

Unallocated

33 17 - - 50 - 50 - -
$ 4,260 $ 725 $ (647 ) $ 23 $ 4,361 $ - $ 4,361 $ - $ 638,340

Loans acquired from Carroll Community Bank in 2020 in connection with the Company’s acquisition of Carroll Bancorp, Inc. and Carroll Community Bank (collectively, the “Merger”) were measured at fair value at the acquisition date with no carryover of any allowance for credit losses. The following table provides activity for the accretable discount of purchased loans:

(Dollars in thousands)

Balance at December 31, 2025

$ 140

Accretion

(39 )

Balance at June 30, 2026

$ 101

The following table details activity in the allowance for credit losses on unfunded loan commitments for the three- and six- month periods ended June 30, 2026 and 2025:

Three Months

Three Months

Six Months

Six Months

Ended

Ended

Ended

Ended

(dollars in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Beginning balance

$ 95 $ 227 $ 194 $ 240

Provision for (recovery of) credit losses

18 (54 ) (81 ) (67 )

Ending balance

$ 113 $ 173 $ 113 $ 173
- 22 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following table provides a summary of all of the components of the allowance for credit losses:

Three Months Ended June 30, 2026

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 88 $ 4,458 $ 95 $ 4,641

Provision for (recovery of) credit losses

(25 ) 7 18 -

Charge-offs

- - - -

Recoveries

- 53 - 53

Ending balance

$ 63 $ 4,518 $ 113 $ 4,694

Three Months Ended June 30, 2025

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 63 $ 4,304 $ 227 $ 4,594

Provision for (recovery of) credit losses

18 274 (54 ) 238

Charge-offs

- (356 ) - (356 )

Recoveries

- 11 - 11

Ending balance

$ 81 $ 4,233 $ 173 $ 4,487
- 23 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Six Months Ended June 30, 2026

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 79 $ 4,361 $ 194 $ 4,634

Provision for (recovery of) credit losses

(16 ) 97 (81 ) -

Charge-offs

- - - -

Recoveries

- 60 - 60

Ending balance

$ 63 $ 4,518 $ 113 $ 4,694

Six Months Ended June 30, 2025

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 60 $ 4,260 $ 240 $ 4,560

Provision for (recovery of) credit losses

21 314 (67 ) 268

Charge-offs

- (356 ) - (356 )

Recoveries

- 15 - 15

Ending balance

$ 81 $ 4,233 $ 173 $ 4,487

5.

Goodwill and Other Intangibles

The Merger resulted in the recording of goodwill and a core deposit intangible (“CDI”). The following table presents the changes in both assets for the six-month periods ended June 30, 2026 and 2025:

(dollars in thousands)

Goodwill

CDI

Total

Balance at December 31, 2025

$ 6,978 $ 40 $ 7,018

Amortization

- (4 ) (4 )

Balance at June 30, 2026

$ 6,978 $ 36 $ 7,014

Balance at December 31, 2024

$ 6,978 $ 48 $ 7,026

Amortization

- (4 ) (4 )

Balance at June 30, 2025

$ 6,978 $ 44 $ 7,022

The CDI is being amortized over 10 years on a straight-line basis. Annual amortization will be $8 thousand per year through year nine and $6 thousand in year 10. Because the Merger was a tax-free reorganization, neither the goodwill nor the CDI is deductible for income tax purposes. A goodwill impairment analysis is performed annually.

- 24 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

6.

Capital Standards

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional, discretionary actions by the regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Basel III Capital Rules became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital, and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

In connection with the adoption of the Basel III Capital Rules, the Bank elected to opt-out of the requirement to include accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions.

Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (i) a Common Equity Tier 1 risk-based capital ratio of 6.5%; (ii) a Tier 1 risk-based capital ratio of 8%; (iii) a total risk-based capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%.

On September 17, 2019, the Federal Deposit Insurance Corporation (the “FDIC”) finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. The Company has not opted-in to the CBLR framework.

As of June 30, 2026, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain ratios as set forth in the table. There have been no conditions or events since that notification that management believes have changed the Bank’s category. The Company’s capital ratios as of June 30, 2026 were substantially the same as the Bank’s capital ratios as of such date.

- 25 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following table presents actual and required capital ratios as of June 30, 2026 and December 31, 2025 for the Bank under the Basel III Capital Rules. The minimum capital amounts present the minimum required capital levels plus the capital conservation buffer as of June 30, 2026 and December 31, 2025, based on the provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

Minimum

To Be Well

(Dollars in thousands)

Actual

Capital Adequacy (1)

Capitalized

June 30, 2026

Amount

Ratio

Amount

Ratio

Amount

Ratio

Total capital (to risk-weighted assets)

$ 90,107 12.75 % $ 74,198 10.50 % $ 70,665 10.00 %

Tier 1 capital (to risk-weighted assets)

85,415 12.09 % 60,065 8.50 % 56,532 8.00 %

Common equity tier 1 (to risk- weighted assets)

85,415 12.09 % 49,465 7.00 % 45,932 6.50 %

Tier 1 leverage (to average assets)

85,415 9.98 % 34,228 4.00 % 42,785 5.00 %

December 31, 2025

Amount

Ratio

Amount

Ratio

Amount

Ratio

Total capital (to risk-weighted assets)

$ 86,141 12.32 % $ 73,433 10.50 % $ 69,936 10.00 %

Tier 1 capital (to risk-weighted assets)

81,508 11.65 % 59,446 8.50 % 55,949 8.00 %

Common equity tier 1 (to risk- weighted assets)

81,508 11.65 % 48,955 7.00 % 45,459 6.50 %

Tier 1 leverage (to average assets)

81,508 9.38 % 34,774 4.00 % 43,468 5.00 %

(1)

Includes capital conservation buffer.

7.

Derivative Financial Instruments

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and other terms of the individual interest rate swap agreements.

Fair Value Hedges: Interest rate swaps with notional amounts totaling $15.7 million and $17.2 million as of June 30, 2026 and December 31, 2025, respectively, were designated as fair value hedges under the portfolio layer method of certain government agency mortgage backed securities. The hedges were determined to be effective during all periods presented. The Company expects the hedges to remain effective during the remaining terms of the swaps.

- 26 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following table presents the amounts recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges at June 30, 2026 and December 31, 2025:

(dollars in thousands)

Cumulative

Cumulative

Line Item in the

Amortized

basis adjustment of fair

Amortized

basis adjustment of fair

Balance Sheet in

cost of the

value hedging

cost of the

value hedging

Which the Hedged

hedged assets

adjustment

hedged assets

adjustment

Item is Included

June 30, 2026

June 30, 2026

December 31, 2025

December 31, 2025

Securities available for sale

$ 16,871 $ 42 $ 21,130 $ 211

The Company presents derivative positions gross on the balance sheet. The following table reflects the derivatives recorded on the balance sheet at June 30, 2026 and December 31, 2025:

June 30, 2026

December 31, 2025

Fair

Fair

Value

Value

Included in other assets:

Derivatives designated as hedges:

Interest rate swaps related to securities available for sale

$ 98 $ -

Total included in other assets

$ 98 $ -

Included in other liabilities:

Derivatives designated as hedges:

Interest rate swaps related to securities available for sale

$ 40 $ 192

Total included in other liabilities

$ 40 $ 192
- 27 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The effect of fair value hedge accounting on the statement of income for the three- and six- month periods ended June 30, 2026 and 2025 are as follows:

Three Months

Ended June 30,

2026

Six Months

Ended June 30,

2026

Three Months

Ended June 30,

2025

Six Months

Ended June 30,

2025

Interest

Interest

Interest

Interest

Income

Income

Income

Income

The effects of fair value hedging:

(Loss) gain on fair value hedging relationships:

Hedged items $ (11 ) $ (20 ) $ 9 $ (17 )

Interest rate contracts designated as hedging instruments

- (3 ) 117 225

Net (loss) gain on fair value hedging relationships included in interest income from investment securities - taxable

$ (11 ) $ (23 ) $ 126 $ 208

8.

Fair Value

In accordance with FASB Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosure”, the Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is the most representative of fair value under current market conditions.

- 28 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

In accordance with the guidance, a hierarchy of valuation techniques is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC Topic 820 based on these two types of inputs, are as follows:

●

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

●

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

●

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company uses the following methods and significant assumptions to estimate the fair values of the following assets:

●

Securities available for sale: The fair values of securities available for sale are determined by obtaining quoted prices from a nationally recognized securities pricing agent. If quoted market prices are not available, fair value is determined using quoted market prices for similar securities.

●

Equity security at fair value: The Company’s investment in an equity mutual fund is valued based on the net asset value of the fund, which is classified as Level 1.

●

Other real estate owned (“OREO”): Nonrecurring fair value adjustments to OREO reflect full or partial write-downs that are based on the OREO’s observable market price or current appraised value of the real estate. Since the market for OREO is not active, OREO subjected to nonrecurring fair value adjustments based on the current appraised value of the real estate are classified as Level 3. The appraised value is obtained annually from an independent third party appraiser and is reduced by expected sales costs, which has historically been 10% of the appraised value.

●

Collateral-dependent loans: Nonrecurring fair value adjustments to collateral-dependent loans reflect full or partial write-downs and reserves that are based on the collateral-dependent loan’s observable market price or current appraised value of the collateral. Because the market for collateral-dependent loans is not active, such loans subjected to nonrecurring fair value adjustments based on the current appraised value of the collateral are classified as Level 3. The appraised value is obtained annually from an independent third party appraiser and is reduced by expected sales costs, which has historically been 10% of the appraised value.

●

Fair value hedges: The market value based on independent third party valuation sources that uses observable and traded prices of interest rate swaps from leading banks and brokers.

●

Loans held for sale: These loans are carried at the lower of cost or market. The market value is considered to approximate the price at which the loan is locked in with the investor.

- 29 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following tables summarize financial assets measured at fair value on a recurring and nonrecurring basis at June 30, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

Carrying Value:

(Dollars in thousands)

June 30, 2026

Level 1

Level 2

Level 3

Total

Recurring:

Available for sale securities

State and municipal

$ - $ 156 $ - $ 156

SBA pools

- 445 - 445

Corporate bonds

- 6,463 - 6,463

Mortgage-backed securities

- 102,027 - 102,027
$ - $ 109,091 $ - $ 109,091

Fair value hedge:

Hedging asset

$ - $ 98 $ - $ 98

Hedging liability

- 40 - 40

Net fair value hedge

$ - $ 58 $ - $ 58

Equity security at fair value:

Mutual fund

$ 553 $ - $ - $ 553

Nonrecurring:

Other real estate owned, net

$ - $ - $ 1,665 $ 1,665
- 30 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Carrying Value:

(Dollars in thousands)

December 31, 2025

Level 1

Level 2

Level 3

Total

Recurring:

Available for sale securities

State and municipal

$ - $ 202 $ - $ 202

SBA pools

- 512 - 512

Corporate bonds

- 6,464 - 6,464

Mortgage-backed securities

- 111,552 - 111,552
$ - $ 118,730 $ - $ 118,730

Fair value hedge:

Hedging liability

$ - $ 192 $ - $ 192

Equity security at fair value:

Mutual fund

$ 550 $ - $ - $ 550

Nonrecurring:

Other real estate owned, net

$ - $ - $ 1,673 $ 1,673
- 31 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The following table provides information describing the unobservable inputs used in level 3 fair value measurements at June 30, 2026 and December 31, 2025:

June 30, 2026:

(dollars in thousands)

Assets

Fair Value

Valuation Technique

Unobservable Inputs

Range (Average)

Other real estate owned

$ 1,665

Third party appraisals and in-house real estate valuations of fair value

Marketability/selling costs and current market conditions

0% to 10% (5%)

December 31, 2025:

(dollars in thousands)

Assets

Fair Value

Valuation Techniques

Unobservable Input

Range (Average)

Other real estate owned

$ 1,673

Third party appraisals and in-house real estate valuations of fair value

Marketability/selling costs and current market conditions

0% to 10% (5%)
- 32 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

The estimated fair value of financial instruments that are reported at amortized cost less allowance for credit losses in the Company’s consolidated balance sheets, segregated by the level of the valuation inputs were as follows:

June 30, 2026

December 31, 2025

Carrying

Estimated

Carrying

Estimated

Amount

Fair Value

Amount

Fair Value

Financial assets

Level 1 inputs

Cash and cash equivalents

$ 55,486 $ 55,486 $ 46,679 $ 46,679

Equity security

553 553 550 550

Level 2 inputs

Certificates of deposit in other banks

100 100 100 100

Accrued interest receivable

2,402 2,402 2,535 2,535

Securities available for sale

109,091 109,091 118,730 118,730

Securities held to maturity

16,393 15,509 16,799 15,998

Mortgage loans held for sale

694 694 714 714

Restricted stock, at cost

3,475 3,475 3,693 3,693

Bank owned life insurance

15,555 15,555 15,353 15,353

Fair value hedge

98 98 - -

Level 3 inputs

Securities held to maturity

4,470 4,470 4,256 4,256

Loans, net

636,549 632,226 633,144 629,889

Financial liabilities

Level 1 inputs

Noninterest-bearing deposits

$ 126,385 $ 126,385 $ 117,098 $ 117,098

Securities sold under repurchase agreements

4,559 4,559 4,317 4,317

Level 2 inputs

Interest-bearing deposits

598,740 597,844 603,361 602,889

Federal Home Loan Bank advances

57,700 57,832 62,700 62,843

Long-term debt

12,060 12,388 12,036 12,840

Accrued interest payable

989 989 1,278 1,278

Fair value hedge

40 40 192 192
- 33 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

9.

Earnings per Share

Earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding, giving retroactive effect to any stock dividends. The following table shows the weighted average number of shares used in computing earnings per share and the effect of the weighted average number of shares of dilutive potential common stock. The weighted average number of dilutive shares included 1,040 shares subject to restricted stock units (“RSUs”) for the three- and six- month periods ended June 30, 2026 and 164 and 154 shares subject to RSUs for the same periods of 2025.

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands, except per share amounts)

2026

2025

2026

2025

Net income

$ 1,896 $ 1,199 $ 3,721 $ 2,363

Weighted average shares outstanding (basic)

3,238,103 3,175,347 3,236,683 3,174,290

Effect of dilutive restricted stock units

1,040 164 1,040 154

Weighted average shares outstanding (dilutive)

3,239,143 3,175,511 3,237,723 3,174,444

Earnings per share - basic

$ 0.58 $ 0.38 $ 1.14 $ 0.74

Earnings per share - diluted

$ 0.58 $ 0.38 $ 1.14 $ 0.74

10.

Retirement Plans

The Company has a profit sharing plan qualifying under Section 401(k) of the Internal Revenue Code. All employees age 21 or older with nine months of service are eligible for participation in the plan. The Company matches employee contributions up to 4% of total compensation and may make additional discretionary contributions. Employee and employer contributions are 100% vested when made. The Company’s contributions to this plan were $72 thousand and $80 thousand for the three- month periods ended June 30, 2026 and 2025, respectively, and $159 thousand and $166 thousand for the six-month periods ended June 30, 2026 and 2025, respectively.

The Company has entered into agreements with certain employees to provide life insurance benefits payable in connection with policies of life insurance on those employees that are owned by the Company. Some of the policies provide benefits subsequent to the employee’s employment with the Company. For this plan, the Company expensed $2 thousand for the three month periods ended June 30, 2026 and 2025, and $4 thousand for the six month periods ended June 30, 2026 and 2025.

The Company adopted supplemental executive retirement plans for four of its executives. The plans provide cash compensation to the executive officers under certain circumstances, including a separation of service. The benefits vest over the period from adoption to a specified age for each executive. The Company recorded expenses, including interest, of $59 thousand and $65 thousand for the three-month periods ended June 30, 2026 and 2025, respectively, and $118 thousand and $130 thousand for the six-month periods ended June 30, 2026 and 2025, respectively.

Retirement plan expenses are included in employee benefits on the Consolidated Statements of Income.

- 34 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

11.

Borrowed Funds

Borrowed funds may consist of securities sold under repurchase agreements, which represent overnight or term borrowings from customers, advances from the Federal Home Loan Bank of Atlanta (“FHLB”), advances from the Federal Reserve Bank of Richmond (the “Reserve Bank”), term borrowings from a commercial bank, and overnight borrowings from commercial banks.

Additional information is as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Amount outstanding at period end:

Securities sold under repurchase agreements

$ 4,559 $ 4,317

Federal Home Loan Bank advances

57,700 62,700

Federal Home Loan Bank advances mature in

2026

$ 40,200 $ 50,200

2027

$ 17,500 $ 12,500

Subordinated Debt (net of issuance costs) matures in

2035

$ 12,060 $ 12,036

Average rate paid during the period ended:

Securities sold under repurchase agreements

1.25 % 1.25 %

Federal Home Loan Bank advances

3.78 % 3.80 %

Subordinated Debt

7.88 % 7.88 %

The Bank is approved to borrow 75% of eligible pledged single-family residential loans and 50% of eligible pledged commercial loans as well as investment securities, or approximately $105.4 million under a secured line of credit with the FHLB. The Bank also has a facility with the Reserve Bank, which has been in place for over 10 years and is collateralized by loans. Under this facility, the Bank can borrow approximately $31.9 million. Additionally, the Bank has $23.5 million ($14.5 million unsecured and $9.0 million secured) of overnight federal funds lines of credit available from commercial banks.

FHLB advances of $57.7 million and $62.7 million were outstanding as of June 30, 2026 and December 31, 2025, respectively.

On September 25, 2025, Farmers and Merchants Bancshares, Inc. issued and sold $12.5 million in aggregate principal amount of its Subordinated Notes. The Subordinated Notes were issued by the Company at a price equal to 100% of their face amounts. The Subordinated Notes have stated maturity dates of September 25, 2035 (the “Maturity Date”). From and including the original issue date of the Subordinated Notes (the “Issue Date”) to but excluding September 26, 2030 or the date of earlier redemption, the Company will pay interest on the Subordinated Notes semi-annually in arrears on March 26th and September 26th of each year at a fixed interest rate of 7.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, beginning on March 26, 2026. From and including September 26, 2030, to, but excluding, the Maturity Date or the date of earlier redemption (the “Floating Rate Period”), the Company will pay interest on the Subordinated Notes at a floating interest rate at the Three-Month Term SOFR (as defined in the Subordinated Notes), reset quarterly, plus 458 basis points, computed on the basis of a 360-day year and the actual number of days elapsed. During the Floating Rate Period, the Company will pay interest on the Subordinated Notes quarterly in arrears on March 26th, June 26th, September 26th, and December 26th of each year, beginning on December 26, 2030. Notwithstanding the foregoing, if the Three-Month Term SOFR rate is less than zero, then the Three-Month Term SOFR rate shall be deemed to be zero.

- 35 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

Securities sold under agreements to repurchase represent overnight borrowings from customers. Securities owned by the Company which are used as collateral for these borrowings are primarily U.S. government agency securities.

12.

Stock-Based Compensation

On July 17, 2023, the Board of Directors approved the Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (the “Equity Plan”). The Equity Plan allows the Board of Directors or its Compensation Committee to grant awards that may be payable in shares of common stock or the cash equivalent thereof.

The Company complies with the provisions of ASC Topic 718, Compensation-Stock Compensation, in measuring and disclosing stock compensation cost. The measurement objective in ASC Paragraph 718-10-30-6 requires public companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized in expense over the period in which an employee is required to provide service in exchange for the award (the vesting period).

During the year ended December 31, 2023, 2,000 fully vested shares of common stock and RSUs relating to 3,000 shares of common stock were granted to one executive officer. The RSUs contemplate the issuance of shares of common stock of Farmers and Merchants Bancshares, Inc. if and when the RSUs vest. One-third of the RSUs vested on September 22, 2024, one-third vested on September 22, 2025 and one-third will vest on September 22, 2026 provided that the grantee is employed and in good standing with the Company on the applicable vesting date.

During the six months ended June 30, 2026, the Company paid bonuses in the aggregate amount of $152 thousand to certain employees in the form of restricted stock units (“RSUs”) which vest over a three year period. To effect this, the Company granted RSUs relating to 8,700 shares of common stock having a grant date fair value of $17.50 per share. Additionally, certain directors elected to have some or all of their 2025 fees paid in shares of common stock. The Company paid $101 thousand of board fees in the form of common stock by issuing 5,912 shares having a grant date fair value of $17.02 per share.

- 36 -

Farmers and Merchants Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Unaudited)

A summary of the Company’s RSU activity during the six months ended June 30, 2026 is shown below:

Weighted Average

Number of

Grant Date

Shares

Fair Value per Share

Balance at December 31, 2025

1,000 $ 18.54

Granted

8,700 17.50

Vested

- -

Forfeited

- -

Balance at June 30, 2026

15,612 $ 17.61

The compensation cost charged to equity in respect of awards granted under the Equity Plan was $26 thousand and $5 thousand for the three months ended June 30, 2026 and 2025, respectively, and $131 thousand and $163 thousand for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was $126 thousand of unrecognized compensation cost related to the unvested RSUs, which is expected to be recognized over a period of 29 months.

- 37 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis is intended as a review of material changes in and significant factors affecting the financial condition and results of operations of Farmers and Merchants Bancshares, Inc. and its consolidated subsidiaries for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained in Item 1 of Part I of this report, and with Management’s Discussion and Analysis of Financial Condition and Results of Operations, the audited consolidated financial statements and notes thereto, and the other statistical information contained in the Annual Report of Farmers and Merchants Bancshares, Inc. on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). References in this report to “us”, “we”, “our”, and “the Company” are to Farmers and Merchants Bancshares, Inc. and, unless the context clearly suggests otherwise, its consolidated subsidiaries.

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of “forward-looking statements.” Statements that are not historical in nature, including those that include the words “intend”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of those words and other comparable words, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions; changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services; changes in our competitive position or competitive actions by other companies; changes in the quality or composition of our loan and investment portfolios; our ability to manage growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond our control. Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations. These and other risks are discussed in detail in the registration statements and periodic reports that Farmers and Merchants Bancshares, Inc. files with the Securities and Exchange Commission (the “SEC”) (see Item 1A of Part II of this report for further information). Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise.

Farmers and Merchants Bancshares, Inc.

Farmers and Merchants Bancshares, Inc. is a Maryland corporation and a financial holding company registered with the Board of Governors of the Federal Reserve System (the “FRB”) under the Bank Holding Company Act of 1956, as amended. The Company was incorporated on November 8, 2016 for the purpose of becoming the holding company of Farmers and Merchants Bank (the “Bank”) in a share exchange transaction that was intended to constitute a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Reorganization”). The Reorganization was consummated on November 1, 2016, at which time the Bank became a wholly-owned subsidiary of the Company and all of the Bank’s stockholders became stockholders of the Company by virtue of the conversion of their shares of common stock of the Bank into an equal number of shares of common stock of the Company.

The Company’s primary business activities are serving as the parent company of the Bank and holding a series investment in First Community Bankers Insurance Co., LLC, a Tennessee “series” limited liability company and licensed protected cell captive insurance company (“FCBI”). The Company owns 100% of one series of membership interests issued by FCBI, which series is deemed a “protected cell” under Tennessee law and has been designated “Series Protected Cell FCB-4” (such series investment is hereinafter referred to as the “Insurance Subsidiary”).

- 38 -

The Bank is a Maryland commercial bank chartered on October 24, 1919 that is engaged in a general commercial and retail banking business. The Bank has had one inactive subsidiary, Reliable Community Financial Services, Inc., a Maryland corporation that was incorporated in April 1992 to facilitate the sale of fixed rate annuity products and later positioned to sell a full array of investment and insurance products.

The Insurance Subsidiary represents one protected cell of a protected cell captive insurance company (i.e., FCBI) that was formed on November 9, 2016 to better manage our risk programs, provide insurance efficiencies, and add operating income by both keeping insurance premiums paid with respect to such risks within our affiliated group of entities and realizing certain tax benefits that are unique to captive insurance companies. The Company’s investment in the Insurance Subsidiary represents one series of membership interests in FCBI. As a “series” limited liability company, FCBI is authorized by state law and its governing instruments to issue one or more series of membership interests, each of which, for all purposes under state law, is deemed to be a legal entity separate and apart from FCBI and its other series.

Effective October 1, 2020, pursuant to a series of merger transactions, Farmers and Merchants Bancshares, Inc. acquired Carroll Bancorp, Inc. (“Carroll”) and the Bank acquired Carroll’s wholly-owned bank subsidiary, Carroll Community Bank (collectively, the “Merger”).

The Company maintains an Internet site at www.fmb1919.bank on which it makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.

Estimates and Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. See Note 1 of the Notes to the audited consolidated financial statements as of and for the year ended December 31, 2025, which were included in Item 8 of Part II of the Form 10-K. On an on-going basis, management evaluates estimates, including those related to credit losses and intangible assets, impairment of investment securities, income taxes, and fair value of investments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

The allowance for credit losses on loans represents management’s estimate of expected credit losses inherent in the loan portfolio. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on collateral dependent loans, estimated losses on pools of homogeneous loans based on historical loss experience, consideration of current economic trends and conditions and reasonable and supportable forecasts, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the balance sheet.

- 39 -

Management applies various valuation methodologies to assets and liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular items being valued. Quoted market prices are referred to when estimating fair values for certain assets, such as most investment securities. However, for those items for which an observable liquid market does not exist, management utilizes significant estimates and assumptions to value such items. Examples of these items include loans, deposits, borrowings, goodwill, core deposit and other intangible assets, other assets and liabilities obtained or assumed in business combinations. These valuations require the use of various assumptions, including, among others, discount rates, rates of return on assets, repayment rates, cash flows, default rates, and liquidation values. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on our results of operations, financial condition or disclosures of fair value information. In addition to valuation, we must assess whether there are any declines in value below the carrying value of assets that should be considered impaired or otherwise require an adjustment in carrying value and recognition of a loss in the consolidated statements of income. Examples include investment securities, goodwill and core deposit intangible, among others.

Management does not believe that any material changes in our critical accounting policies have occurred since December 31, 2025.

Financial Condition

Total assets increased by $2.2 million, or 0.3%, to $874.2 million at June 30, 2026 from $872.0 million at December 31, 2025. The increase in total assets was due primarily to an increase of $8.8 million in cash and cash equivalents and an increase of $3.4 million in loans, offset by a decrease of $9.6 million in available for sale securities.

Total liabilities decreased by $680 thousand, or 0.1%, to $806.6 million at June 30, 2026 from $807.3 million at December 31, 2025. The decrease was due primarily to a $5.0 million decrease in Federal Home Loan Bank advances, offset by a $4.7 million increase in deposits and a $242 thousand increase in repurchase agreements.

Stockholders’ equity increased by $2.9 million, or 4.5%, to $67.6 million at June 30, 2026 from $64.7 million at December 31, 2025. The increase was primarily due to net income of $3.7 million, $236 thousand in stock based compensation, and $352 thousand of reinvested dividends. These increases were offset by cash dividends paid of $1.1 million and other comprehensive loss of $210 thousand.

- 40 -

Loans

Major categories of loans at June 30, 2026 and December 31, 2025 were as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Real estate:

Commercial

$ 441,266 69 % $ 432,726 68 %

Construction/Land development

31,576 4 % 36,352 5 %

Residential

118,803 19 % 118,924 19 %

Commercial and industrial

50,146 8 % 49,869 8 %

Consumer

110 0 % 469 0 %
641,901 100 % 638,340 100 %

Less: Allowance for credit losses

4,518 4,361

Deferred origination fees net of costs

834 835
$ 636,549 $ 633,144

Net loans increased by $3.4 million, or 0.5%, to $636.5 million at June 30, 2026 from $633.1 million at December 31, 2025. The increase was due primarily to increases of $8.5 million in commercial real estate loans and $277 thousand in commercial loans, offset by decreases of $4.8 million in construction loans, $359 thousand in consumer loans and $121 thousand in residential real estate loans. The allowance for credit losses on loans increased slightly to $4.5 million at June 30, 2026, up from $4.4 million as of December 31, 2025.

The Company has adopted policies and procedures that seek to mitigate credit risk and to maintain the quality of the loan portfolio. These policies include underwriting standards for new credits as well as the continuous monitoring and reporting of asset quality and the adequacy of the allowance for credit losses on loans. These policies, coupled with continuous training efforts, have provided effective checks and balances for the risk associated with the lending process. Lending authority is based on the level of risk, size of the loan, and the experience of the lending officer. The Company’s policy is to make the majority of its loan commitments in the market area it serves. Management believes that this tends to reduce risk because management is familiar with the credit histories of loan applicants and has in-depth knowledge of the risk to which a given credit is subject. Although the loan portfolio is diversified, its performance will be influenced by the economy of the region.

- 41 -

The following table provides the activity for the allowance for credit losses for the three- and six-month periods ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 88 $ 4,458 $ 95 $ 4,641 $ 79 $ 4,361 $ 194 $ 4,634

Provision for (recovery of) credit losses

(25 ) 7 18 - (16 ) 97 (81 ) -

Charge-offs

- - - - - - - -

Recoveries

- 53 - 53 - 60 - 60

Ending balance

$ 63 $ 4,518 $ 113 $ 4,694 $ 63 $ 4,518 $ 113 $ 4,694

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

(Dollars in thousands)

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Held to

maturity

securities

Loans

Unfunded

loan

commitments

Total

Beginning balance

$ 63 $ 4,304 $ 227 $ 4,594 $ 60 $ 4,260 $ 240 $ 4,560

Provision for (recovery of) credit losses

18 274 (54 ) 238 21 314 (67 ) 268

Charge-offs

- (356 ) - (356 ) - (356 ) - (356 )

Recoveries

- 11 - 11 - 15 - 15

Ending balance

$ 81 $ 4,233 $ 173 $ 4,487 $ 81 $ 4,233 $ 173 $ 4,487

Watch list loans include loans classified as Special Mention, Substandard, and Doubtful. As of June 30, 2026, the Company had $42.1 million of loans on a watch list, other than collateral-dependent loans, for which the borrowers have the potential for experiencing financial difficulties. As of December 31, 2025, the Company had $39.8 million of such loans. Watch List loans are subject to ongoing management attention and their classifications are reviewed regularly.

Management believes that the $4.5 million allowance for credit losses at June 30, 2026 is adequate to cover the potential losses in the loan portfolio. The Company’s loan portfolio grew by $3.6 million during the first six months of 2026. The allowance for credit losses on loans was 0.70% of the loan portfolio at June 30, 2026 compared to 0.68% at December 31, 2025.

Investment Securities

Investments in debt securities decreased by $9.8 million, or 7.0%, to $130.0 million at June 30, 2026 from $139.8 million at December 31, 2025. The Company had classified 84% and 85% of the investment portfolio as available for sale as of June 30, 2026 and December 31, 2025, respectively. The remaining balance of the portfolio was classified as held to maturity.

Securities classified as available for sale are held for an indefinite period of time and may be sold in response to changing market and interest rate conditions as part of the Company’s asset/liability management strategy. Available for sale debt securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of income taxes. Securities classified as held to maturity, which the Company has both the positive intent and ability to hold to maturity, are reported at amortized cost. The Company records unrealized gains and losses on equity securities in earnings. The Company does not currently follow a strategy of making security purchases with a view to near-term sales, and, therefore, does not own trading securities. The Company manages the investment portfolio within policies that seek to achieve desired levels of liquidity, manage interest rate sensitivity, meet earnings objectives, and provide required collateral for deposit and borrowing activities.

- 42 -

The allowance for held to maturity securities was $63 thousand at June 30, 2026 and $79 thousand at December 31, 2025. The reserve can vary from quarter to quarter due to the unrated portion of the bond portfolio where the projected life is the most significant factor in determining the reserve. The unrated bonds have a call provision at the option of the issuer. Market rates at quarter end determines if the bonds are projected to be called which shortens the projected life of the bonds significantly. If market rates are at a level that a call is not projected, the bonds are assumed to reach maturity which significantly lengthens the projected life. A longer projected life increases the allowance for credit losses.

Other Real Estate Owned

Other real estate owned (“OREO”) included one property at June 30, 2026 and two properties at December 31, 2025. The property is being marketed for sale.

June 30,

December 31,

(dollars in thousands)

2026

2025

Other Real Estate Owned

$ 1,665 $ 1,673

Other assets

Other assets increased by $78 thousand to $7.4 million at June 30, 2026 from $7.3 million at December 31, 2025.

Deposits

Total deposits increased by $4.6 million, or 0.6%, to $725.1 million at June 30, 2026 from $720.5 million at December 31, 2025. The increase in deposits was due primarily to an $8.3 million increase in non-interest bearing demand deposits, a $5.0 million increase in certificates of deposit, a $1.7 million increase in CDARs, a $1.6 million increase in interest bearing checking accounts and a $500 thousand increase in savings accounts, offset by an $8.5 million decrease in brokered deposits, and a $5.1 million decrease in money market accounts.

The following table shows the average balances and average costs of deposits for the six-month periods ended June 30, 2026 and 2025:

June 30, 2026

June 30, 2025

Average

Average

(dollars in thousands)

Balance

Cost

Balance

Cost

Noninterest bearing demand deposits

$ 119,870 0.00 % $ 105,945 0.00 %

Interest bearing demand deposits

131,424 1.18 % 114,905 0.79 %

Savings and money market deposits

150,932 0.94 % 146,195 0.92 %

Time deposits

310,597 3.50 % 366,640 3.92 %
$ 712,823 1.94 % $ 733,685 2.27 %
- 43 -

Liquidity Management

Liquidity describes our ability to meet financial obligations that arise out of the ordinary course of business. Liquidity is primarily needed to meet depositor withdrawal requirements, to fund loans, and to fund our other debts and obligations as they come due in the normal course of business. We maintain our asset liquidity position internally through short-term investments, the maturity distribution of the investment portfolio, loan repayments, and income from earning assets. On the liability side of the balance sheet, liquidity is affected by the timing of maturing liabilities and the ability to generate new deposits or borrowings as needed.

The Bank is approved to borrow 75% of eligible pledged single-family residential loans and 50% of eligible pledged commercial loans as well as investment securities, or approximately $105.4 million under a secured line of credit with the Federal Home Loan Bank of Atlanta (the “FHLB”). The Bank also has a facility with the Federal Reserve Bank of Richmond (the “Reserve Bank”), which has been in place for over 10 years and is collateralized by loans. Under this facility, the Bank can borrow approximately $31.9 million. Additionally, the Bank has $23.5 million ($14.5 million unsecured and $9.0 million secured) of overnight federal funds lines of credit available from commercial banks.

FHLB advances of $57.7 million and $62.7 million were outstanding as of June 30, 2026 and December 31, 2025, respectively. Management believes that we have adequate liquidity sources to meet all anticipated liquidity needs over the next 12 months. Management knows of no trend or event which is likely to have a material impact on our ability to maintain liquidity at satisfactory levels. Uninsured deposits were approximately $107.4 million, or 14.8% of total deposits, at June 30, 2026.

Borrowings and Other Contractual Obligations

The Company’s contractual obligations consist primarily of borrowings and operating leases for various facilities.

On September 25, 2025, Farmers and Merchants Bancshares, Inc. issued and sold $12.5 million in aggregate principal amount of its Subordinated Notes. The Subordinated Notes were issued by the Company at a price equal to 100% of their face amounts. The Subordinated Notes have stated maturity dates of September 25, 2035 (the “Maturity Date”). From and including the original issue date of the Subordinated Notes (the “Issue Date”) to but excluding September 26, 2030 or the date of earlier redemption, the Company will pay interest on the Subordinated Notes semi-annually in arrears on March 26th and September 26th of each year at a fixed interest rate of 7.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, beginning on March 26, 2026. From and including September 26, 2030, to, but excluding, the Maturity Date or the date of earlier redemption (the “Floating Rate Period”), the Company will pay interest on the Subordinated Notes at a floating interest rate at the Three-Month Term SOFR (as defined in the Subordinated Notes), reset quarterly, plus 458 basis points, computed on the basis of a 360-day year and the actual number of days elapsed. During the Floating Rate Period, the Company will pay interest on the Subordinated Notes quarterly in arrears on March 26th, June 26th, September 26th, and December 26th of each year, beginning on December 26, 2030. Notwithstanding the foregoing, if the Three-Month Term SOFR rate is less than zero, then the Three-Month Term SOFR rate shall be deemed to be zero.

Securities sold under agreements to repurchase represent overnight borrowings from customers. Securities owned by the Company which are used as collateral for these borrowings are primarily U.S. government agency securities.

- 44 -

Specific information about the Company’s borrowings and contractual obligations is set forth in the following table:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Amount outstanding at period-end:

Securities sold under repurchase agreements

$ 4,559 $ 4,317

Federal Home Loan Bank advances

57,700 62,700

Long-term debt (net of issuance costs)

12,060 12,036

Weighted average rate paid at period-end:

Securities sold under repurchase agreements

1.25 % 1.25 %

Federal Home Loan Bank advances

3.78 % 3.82 %

Long-term debt

7.88 % 7.88 %

Off-Balance Sheet Arrangements

In the normal course of business, the Bank makes commitments to extend credit and issues standby letters of credit. Outstanding loan commitments, unused lines of credit, and letters of credit as of June 30, 2026 and December 31, 2025 are as follows:

June 30,

December 31,

(Dollars in thousands)

2026

2025

Loan commitments

Construction and land development

$ 3,331 $ 2,400

Commercial

5,987 2,875

Commercial real estate

20,945 23,429

Residential

825 75
$ 31,088 $ 28,779

Unused lines of credit

Home-equity lines

$ 15,183 $ 15,491

Commercial lines

73,383 64,568
$ 88,566 $ 80,059

Letters of credit

$ 2,326 $ 2,234

Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

The maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the commitment. Loan commitments, lines of credit and letters of credit are made on the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss that is likely to be incurred as a result of funding its credit commitments.

- 45 -

RESULTS OF OPERATIONS

Comparison of Operating Results for the Six Months Ended June 30, 2026 and 2025

General

Net income for the six months ended June 30, 2026 was $3.7 million compared to $2.4 million for the same period of 2025. Total interest income increased by $2.0 million, from $20.2 million for the six months ended June 30, 2025 to $22.2 million for the six months ended June 30, 2026. Total interest expense decreased by $72 thousand, from $8.7 million for the six months ended June 30, 2025 to $8.6 million for the six months ended June 30, 2026. The provision for credit losses for the six-month periods ended June 30, 2026 and June 30, 2025 was $0 and $268 thousand, respectively. Noninterest income decreased by $15 thousand, from $969 thousand for the six months ended June 30, 2025 to $954 thousand for the six months ended June 30, 2026. Noninterest expense increased by $306 thousand, from $9.2 million for the six months ended June 30, 2025 to $9.5 million for the six months ended June 30, 2026. Income tax expense increased by $650 thousand, from $596 thousand for the six months ended June 30, 2025 to $1.2 million for the six months ended June 30, 2026.

Net Interest Income

Net interest income was $13.5 million for the six months ended June 30, 2026 compared to $11.5 million for the same period of 2025. The net yield on interest earning assets increased to 3.27% for the six months ended June 30, 2026 from 2.92% for the same period of 2025. Higher interest income on loans was the driving factor in the higher net interest income, offset by the Federal Reserve rate decreases.

Total interest income for the six months ended June 30, 2026 was $22.2 million compared to $20.2 million for the same period of 2025, an increase of $2.0 million, or 9.9%.

Total interest income on loans for the six months ended June 30, 2026 increased by $2.1 million when compared to the same period of 2025 due to a $31.9 million higher average loan balance for the six months ended June 30, 2026 when compared to the same period of 2025 and a higher loan yield of 6.10% for the six months ended June 30, 2026 versus 5.71% for the same period of 2025. Investment income for the six months ended June 30, 2026 decreased by $489 thousand, or 20.1%, when compared to the same period of 2025 due to a decrease in the fully-taxable equivalent yield to 2.56% for the six months ended June 30, 2026 compared to 3.01% for the same period of 2025, and a $14.4 million lower average investment balance. The fully-taxable equivalent yield on total interest-earning assets increased 24 basis points to 5.35% for the six months ended June 30, 2026 from 5.11% for the same period of 2025. The average balance of total interest-earning assets increased by $38.3 million to $831.8 million for the six months ended June 30, 2026 compared to $793.5 million for the same period of 2025.

Total interest expense for the six months ended June 30, 2026 was $8.6 million compared to $8.7 million for the same period of 2025, a decrease of $72 thousand, or 0.8%. The decrease was due to a lower overall cost of funds on interest bearing deposits and borrowings of 2.57% for the six months ended June 30, 2026 compared to 2.67% for the same period of 2025, offset by a $19.1 million increase in the average balance of interest-bearing liabilities to $669.8 million for the six months ended June 30, 2026 compared to $650.7 million for the same period of 2025. Cost of funds for time deposits decreased to 3.50% for the six months ended June 30, 2026 from 3.92% for the same period of 2025. Costs of funds attributable to long-term debt increased from 4.15% for the six months ended June 30, 2025 to 8.57% for the same period of 2026. The cost of advances from the FHLB increased to 3.83% for the six months ended June 30, 2026 from 3.21% for the same period of 2025.

Average noninterest-earning assets increased by $4.5 million to $31.9 million for the six months ended June 30, 2026 compared to $27.4 million in the same period of 2025. Average noninterest-bearing deposits increased by $14.0 million to $119.9 million during the six months ended June 30, 2026 compared to $105.9 million in the same period of 2025. The average balance in stockholders’ equity increased by $9.1 million for the six months ended June 30, 2026 when compared with the same period of 2025.

- 46 -

The following table sets forth information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities for the six-month periods ended June 30, 2026 and 2025. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

Average Balance Sheet, Interest and Yields

Six Months Ended

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

Average

Average

Balance

Interest

Yield

Balance

Interest

Yield

Assets:

Loans

$ 636,731 $ 19,409 6.10 % $ 604,875 $ 17,265 5.71 %

Securities, taxable

133,572 1,643 2.46 % 147,912 2,121 2.87 %

Securities, tax exempt (1)

18,804 309 3.29 % 18,900 385 4.07 %

Securities combined

152,376 1,954 2.56 % 166,812 2,508 3.01 %

Federal funds sold and other interest earning assets (1)

42,689 875 4.10 % 21,830 518 4.75 %

Total interest-earning assets

831,796 $ 22,238 5.35 % 793,517 $ 20,291 5.11 %

Noninterest-earning assets

31,857 27,393

Total assets

$ 863,653 $ 820,910

Liabilities and Stockholders’ Equity:

NOW, savings, and money market

282,356 $ 1,486 1.05 % 261,100 $ 1,131 0.87 %

Certificates of deposit

310,597 5,436 3.50 % 366,640 7,190 3.92 %

Securities sold under repurchase agreements

4,274 26 1.22 % 4,665 29 1.24 %

Term Debt

12,046 516 8.57 % 10,694 222 4.15 %

FHLB advances

60,545 1,158 3.83 % 7,597 122 3.21 %

Total interest-bearing liabilities

669,818 $ 8,622 2.57 % 650,696 $ 8,694 2.67 %

Noninterest-bearing deposits

119,870 105,945

Noninterest-bearing liabilities

7,162 6,527

Total liabilities

796,850 763,168

Stockholders' equity

66,803 57,742

Total liabilities and stockholders' equity

$ 863,653 $ 820,910

Net interest income

$ 13,616 $ 11,597

Interest rate spread

2.77 % 2.44 %

Net yield on interest-earning assets

3.27 % 2.92 %

Ratio of average interest-earning assets to Average interest-bearing liabilities

124.18 % 121.95 %

(1) - Interest on tax-exempt securities and other tax-exempt investments are reported on a fully taxable equivalent basis. The federal, state and combined tax rates used were 21.00%, 8.25% and 27.5175% respectively.

- 47 -

Provision for Credit Losses

For the six months ended June 30, 2026, provisions for credit losses on loans totaling $97 thousand, offset by a recovery of held to maturity securities of $16 thousand and a recovery for unfunded loan commitments of $81 thousand, resulted in a net provision of $0. For the six months ended June 30, 2025, provisions for credit losses on loans totaling $314 thousand and a provision for held to maturity securities of $21 thousand, offset by a recovery for unfunded loan commitments of $67 thousand, resulted in a net provision of $268 thousand.

Allocation of the Allowance for Credit Losses on Loans

At June 30, 2026 and December 31, 2025

(Dollars in thousands)

June 30, 2026

December 31, 2025

Allocation

% of Total*

Allocation

% of Total*

Real estate:

Commercial

$ 2,434 68.74 % $ 2,384 67.79 %

Construction and land development

520 4.92 % 520 5.69 %

Residential

654 18.51 % 644 18.63 %

Commercial

762 7.81 % 762 7.81 %

Consumer

1 0.02 % 1 0.00 %

Unallocated

147 0.00 % 50 0.00 %
$ 4,518 100.00 % $ 4,361 100.00 %

* Percentage of loan type to the total loan portfolio.

For the Six Months Ended

June 30,

2026

2025

(Dollars in thousands)

Balance at beginning of year

$ 4,361 $ 4,260

Charge-offs:

Commercial Real Estate

- (356 )

Total Charge-offs

- (356 )

Recoveries:

Real Estate:

Residential

10 15

Commercial

50 -

Total Recoveries

60 15

Net recoveries/(charge offs)

60 (341 )

Provision for credit losses - loans

97 314

Balance at end of period

$ 4,518 $ 4,233

Net recoveries/(charge offs) to average loans (annualized)

0.019 % -0.113 %

At June 30, 2026

At June 30, 2025

Ratios:

ACL on loans to loans

0.70 % 0.68 %

Non accrual loans to loans

0.00 % 0.09 %

ACL on loans to non accrual loans

N/A 733.62 %
- 48 -

Noninterest Income

Noninterest income for the six months ended June 30, 2026 was $954 thousand compared to $969 thousand for the same period of 2025, a decrease of $15 thousand, or 1.5%. The decrease was due primarily to a decrease of $94 thousand for the gain on the unwinding of a fair value hedge and a decrease of $11 thousand in service charge income, offset by a $54 thousand increase in mortgage banking income.

Noninterest Expense

Noninterest expense for the six months ended June 30, 2026 totaled $9.5 million compared to $9.2 million for the same period of 2025, an increase of $306 thousand, or 3.3%. The increase was due primarily to an increase of $391 thousand in salaries and employee benefits due to higher staffing levels and benefits in 2026 and an increase of $70 thousand in furniture and equipment expense due to an increase in software maintenance costs, offset by a decrease in other real estate owned expense of $21 thousand and a decrease of $134 thousand in Federal Deposit Insurance Corporation assessments resulting from lower brokered CD levels.

Income Tax Expense

Income tax expense for the six months ended June 30, 2026 was $1.3 million compared to $596 thousand for the same period of 2025. The effective tax rate was 25.1% for the six months ended June 30, 2026 compared to 20.1% for the same period of 2025. The increase in the effective tax rate was due to a lower percentage of tax exempt revenue in 2026 versus 2025.

Comparison of Operating Results for the Three Months Ended June 30, 2026 and 2025

General

Net income for the three months ended June 30, 2026 was $1.9 million compared to $1.2 million for the same period in 2025. Total interest income increased by $726 thousand, from $10.3 million for the three months ended June 30, 2025 to $11.0 million for the three months ended June 30, 2026. Total interest expense decreased by $58 thousand, from $4.3 million for the three months ended June 30, 2025 to $4.2 million for the three months ended June 30, 2026. The provision for credit losses for the three-month periods ended June 30, 2026 and June 30, 2025 was $0 and $238 thousand, respectively. Noninterest income increased by $67 thousand, from $456 thousand for the three months ended June 30, 2025 to $523 thousand for the three months ended June 30, 2026. Noninterest expense increased by $62 thousand, from $4.7 million for the three months ended June 30, 2025 to $4.8 million for the three months ended June 30, 2026. Income tax expense increased by $330 thousand, from $280 thousand for the three months ended June 30, 2025 to $610 thousand for the three months ended June 30, 2026.

Net Interest Income

Net interest income was $6.8 million for the three months ended June 30, 2026 compared to $6.0 million for the same period of 2025. The net yield on interest earning assets increased to 3.27% for the three months ended June 30, 2026 from 3.03% for the same period of 2025. Higher interest income on loans was the driving factor in the higher net interest income, offset by the Federal Reserve rate decreases.

Total interest income on loans for the three months ended June 30, 2026 increased by $748 thousand when compared to the same period of 2025 due to a $19.4 million higher average loan balance for the three months ended June 30, 2026 when compared to the same period of 2025 and a higher loan yield of 6.07% for the three months ended June 30, 2026 versus 5.78% for the same period of 2025. Investment income for the three months ended June 30, 2026 decreased by $330 thousand, or 26.2%, when compared to the same period of 2025 due to a decrease in the fully-taxable equivalent yield to 2.48% for the three months ended June 30, 2026 compared to 3.05% for the same period of 2025, and a $15.3 million lower average investment balance. The fully-taxable equivalent yield on total interest-earning assets increased 13 basis points to 5.32% for the three months ended June 30, 2026 from 5.19% for the same period of 2025. The average balance of total interest-earning assets increased by $32.1 million to $828.6 million for the three months ended June 30, 2026 compared to $796.5 million for the same period of 2025.

Total interest expense for the three months ended June 30, 2026 was $4.2 million compared to $4.3 million for the same period of 2025, a decrease of $58 thousand, or 1.4%. The decrease was due to a lower overall cost of funds on interest bearing deposits and borrowings of 2.56% for the three months ended June 30, 2026 compared to 2.64% for the same period of 2025, offset by a $12.3 million increase in the average balance of interest-bearing liabilities to $663.7 million for the three months ended June 30, 2026 compared to $651.4 million for the same period of 2025. The cost of funds for time deposits decreased to 3.47% for the three months ended June 30, 2026 from 3.70% for the same period of 2025. Costs of funds attributable to long-term debt increased from 4.14% for the three months ended June 30, 2025 to 8.56% for the same period of 2026. The cost of advances from the FHLB decreased to 3.83% for the three months ended June 30, 2026 from 4.29% for the same period of 2025.

Average noninterest-earning assets increased by $3.0 million to $31.6 million for the three months ended June 30, 2026 compared to $28.6 million in the same period of 2025. Average noninterest-bearing deposits increased by $14.2 million to $122.0 million during the three months ended June 30, 2026 compared to $107.8 million in the same period of 2025. The average balance in stockholders’ equity increased by $8.6 million for the three months ended June 30, 2026 when compared with the same period of 2025.

- 49 -

The following table sets forth information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities for the three-month periods ended June 30, 2026 and 2025. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

Average Balance Sheet, Interest and Yields

Three Months Ended

Three Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

Average

Average

Balance

Interest

Yield

Balance

Interest

Yield

Assets:

Loans

$ 635,540 $ 9,647 6.07 % $ 616,097 $ 8,899 5.78 %

Securities, taxable

131,335 798 2.43 % 146,299 1,070 2.93 %

Securities, tax exempt (1)

18,801 132 2.81 % 19,110 189 3.96 %

Securities combined

150,136 930 2.48 % 165,409 1,260 3.05 %

Federal funds sold and other interest earning assets (1)

42,884 445 4.15 % 14,959 183 4.89 %

Total interest-earning assets

828,560 $ 11,022 5.32 % 796,465 $ 10,342 5.19 %

Noninterest-earning assets

31,553 28,595

Total assets

$ 860,113 $ 825,060

Liabilities and Stockholders’ Equity:

NOW, savings, and money market

281,065 $ 734 1.04 % 255,124 $ 630 0.99 %

Certificates of deposit

309,004 2,683 3.47 % 371,675 3,441 3.70 %

Securities sold under repurchase agreements

3,231 10 1.24 % 3,834 12 1.25 %

Term Debt

12,052 258 8.56 % 10,536 109 4.14 %

FHLB advances

58,390 559 3.83 % 10,250 110 4.29 %

Total interest-bearing liabilities

663,742 $ 4,244 2.56 % 651,419 $ 4,302 2.64 %

Noninterest-bearing deposits

122,046 107,832

Noninterest-bearing liabilities

6,912 6,982

Total liabilities

792,700 766,233

Stockholders' equity

67,413 58,827

Total liabilities and stockholders' equity

$ 860,113 $ 825,060

Net interest income

$ 6,778 $ 6,040

Interest rate spread

2.76 % 2.55 %

Net yield on interest-earning assets

3.27 % 3.03 %

Ratio of average interest-earning assets to Average interest-bearing liabilities

124.83 % 122.27 %

(1) - Interest on tax-exempt securities and other tax-exempt investments are reported on a fully taxable equivalent basis. The federal, state and combined tax rates used were 21.00%, 8.25% and 27.5175% respectively.

Provision for Credit Losses

For the three months ended June 30, 2026, provisions for credit losses on loans totaling $7 thousand and a provision for unfunded loan commitments of $18 thousand, offset by a recovery of held to maturity securities of $25 thousand, resulted in a net provision of $0. For the three months ended June 30, 2025, provisions for credit losses on loans totaling $274 thousand and a provision for held to maturity securities of $18 thousand, offset by a recovery for unfunded loan commitments of $54 thousand, resulted in a net provision of $238 thousand.

- 50 -

Noninterest Income

Noninterest income for the three months ended June 30, 2026 was $523 thousand compared to $456 thousand for the same period of 2025, an increase of $67 thousand, or 14.7%. The increase was due primarily to a $25 thousand increase in mortgage banking income and a $53 thousand increase in other fees and commissions.

Noninterest Expense

Noninterest expense for the three months ended June 30, 2026 totaled $4.8 million compared to $4.7 million for the same period of 2025, an increase of $62 thousand, or 1.3%. The increase was due primarily to an increase of $209 thousand in salaries and employee benefits due to higher staffing levels in 2026, offset by a decrease in other real estate owned expense of $61 thousand, a decrease of $60 thousand in furniture and equipment expense due to a decrease in software maintenance costs, and a decrease of $36 thousand in Federal Deposit Insurance Corporation premiums.

Income Tax Expense

Income tax expense for the three months ended June 30, 2026 was $610 thousand compared to $280 thousand for the same period of 2025. The effective tax rate was 24.3% for the three months ended June 30, 2026 compared to 18.9% for the same period of 2025. The increase in the effective tax rate was due to a lower percentage of tax exempt revenue in 2026 versus 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Farmers and Merchants Bancshares, Inc. is a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, is not required to include the information required by this item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the periods specified in those rules and forms, and that such information is accumulated and communicated to our management, including Farmers and Merchants Bancshares, Inc.’s principal executive officer (“PEO”) and the principal financial officer (“PFO”), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls as of June 30, 2026 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, management, including the PEO and the PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level.

- 51 -

During the quarter ended June 30, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Form 10-K. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed.

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Other Information

None of the directors or officers of the Company notified the Company that, during the quarter ended June 30, 2026, they adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of the SEC’s Regulation S-K.

- 52 -

Item 6.

Exhibits

The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index:

Exhibit

Description

4.1

Rights Agreement, dated as of July 30, 2024, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 30, 2024)

4.2

First Amendment to Rights Agreement, dated as of June 17, 2025, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 18, 2025)

4.3

Second Amendment to Rights Agreement, dated as of June 16, 2026, by and between Farmers and Merchants Bancshares, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 16, 2026)

10.1

Amended and Restated Farmers and Merchants Bancshares, Inc. 2023 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2026)

31.1

Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

31.2

Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

32

Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

101

Interactive Data Files pursuant to Rule 405 of Regulation S-T (filed herewith)

104

The cover page of Farmers and Merchants Bancshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

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.

FARMERS AND MERCHANTS BANCSHARES, INC.

Date: August 11, 2026

/s/ Gary A. Harris

Gary A. Harris

Chief Executive Officer

(Principal Executive Officer)

Date: August 11, 2026

/s/ Paul B. Susie

Paul B. Susie

Treasurer and Chief Financial Officer

(Principal Financial Officer & Principal Accounting Officer)

- 53 -