UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 25, 2024
(Date of earliest event reported)
Farmers & Merchants Bancorp
(Exact name of registrant as specified in its charter)
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Delaware
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000-26099
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94-3327828
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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111 West Pine Street, Lodi, California 95240
(Address of principal executive offices) (Zip Code)
(209) 367-2300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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Not Applicable
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Not Applicable
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 4.01 |
Changes in Registrant’s Certifying Accountant
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On January 23, 2024, the Audit & Risk Committee of the Board of Directors of Farmers & Merchants Bancorp (“the Company”) approved the appointment of Crowe LLP
(“Crowe”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. During the fiscal years ended December 31, 2023 and 2022 and for the subsequent interim period through January 22, 2024,
neither the Company nor anyone acting on its behalf consulted with Crowe with respect to: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, (ii) the type of audit opinion that might be
rendered on the Company’s financial statements, (iii) any written report or oral advice provided to the Company that Crowe concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or
financial reporting issue, or (iv) any matter that was either the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively).
The appointment of Crowe to serve as the Company’s new independent registered public accounting firm followed the decision by the Company’s current independent
registered public accounting firm, Eide Bailly LLP, to exit the financial institution portion of its SEC audit practice, and therefore would decline to stand for reappointment following completion of the Company’s financial statements for the
year-ended December 31, 2023. This decision by Eide Bailly was made for reasons unrelated to the Company, as reported on Form 8-K filed by the Company on November 17, 2023.
| Item 9.01 |
Financial Statements and Exhibits
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Description |
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| 104 |
Cover Page Interactive Data File |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FARMERS & MERCHANTS BANCORP
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By
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/s/ Bart R. Olson
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Bart R. Olson
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Executive Vice President
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& Chief Financial Officer
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