Richmond Mutual Bancorporation, Inc. 8-K

What Happened

• Richmond Mutual Bancorporation, Inc. (RMBI) announced completion of its previously disclosed merger with The Farmers Bancorp, Frankfort, IN, pursuant to the Merger Agreement dated November 11, 2025. The filing was made on July 1, 2026.
• Under the deal, Farmers merged into Richmond and The Farmers Bank merged into First Bank Richmond, which was renamed First Bank Midwest. Each Farmers share was converted into 3.40 shares of Richmond common stock (plus cash in lieu of fractional shares). At the Effective Time, Richmond issued 6,254,357 shares of Richmond common stock (before cash paid for fractional shares).
• The registration statement for the issuance (Form S-4, File No. 333-294527) was declared effective April 3, 2026. Unvested Farmers restricted stock units vested and became eligible for merger consideration; unvested Farmers performance share awards were cashed out at target levels.

Key Details

• Exchange ratio: 3.40 Richmond shares per Farmers share.
• Richmond issued: 6,254,357 shares in connection with the merger (pre-fraction cash).
• Board expanded from 6 to 11 directors; five former Farmers directors joined Richmond/First Bank Midwest boards: Christopher D. Cook (Class I), James D. Moore (Class I), Barbara A. Cutillo (Class II), Thomas D. Crawford (Class II), and Daniel J. Lahrman (Class III).
• Registration and disclosures: S-4 declared effective 4/3/2026; pro forma financials for the acquired business will be filed within 71 days; press release attached as Exhibit 99.1.

Why It Matters

• The transaction combines Richmond and Farmers operations and increases Richmond’s outstanding shares, which changes shareholder base and outstanding share count — key facts investors should track when assessing per‑share metrics.
• Board expansion adds Farmers’ leadership to Richmond’s governance, and the treatment of equity awards affects former Farmers employees/shareholders who received stock or cash.
• Investors should watch for the forthcoming pro forma financial statements and amended 8‑K filing (within 71 days) for details on the combined company’s financial results and any effects on capital, assets, and earnings.