Farmers & Merchants Bancshares, Inc. 8-K

What Happened
On May 18, 2026, the Board of Directors of Farmers & Merchants Bancshares, Inc. (FMFG) amended and restated the Company’s Code of Ethics for all directors and executive officers—including its principal executive officer and principal financial officer—and filed the change on Form 8-K on May 21, 2026 (Item 5.05). The updated Code is more compliance-focused and principles-based; a copy is filed as Exhibit 14.1 and is available on the company’s website.

Key Details

• Effective change approved May 18, 2026 and disclosed on Form 8-K (filed May 21, 2026).
• Scope: applies to all directors and executive officers, including the CEO and CFO.
• Policy updates include anti-retaliation protections, a clearer disciplinary framework, new guidance on confidentiality/data protection and insider trading, and a move to principle-based conflict-of-interest rules.
• Practical change: the nominal gifts/business courtesies threshold was increased from $50 to $100; annual employee and director acknowledgment and Board approval for future updates are required.

Why It Matters
This amendment signals stronger governance and compliance oversight, which can reduce regulatory and reputational risk for the bank. The shift to a principles-based code gives management and the Board more discretion in enforcement and oversight, while new protections (e.g., anti-retaliation) and data/confidentiality rules reflect modern regulatory priorities. The modest increase in the gift threshold is a minor operational change; overall, investors should view this as a governance update intended to align the bank’s conduct policies with current risk-management and compliance practices.