FARMERS & MERCHANTS BANCORP INC Earnings Per Share Disclosure
Note 13 – Earnings Per Share
The Compensation Committee of the Company has determined that it is appropriate to award shares of the common stock of the Company to Directors, whether outside or also an officer of the Company or the Bank, as a portion of their retainer for services rendered. The Committee believes that it is appropriate to award the Directors shares equal to a specific dollar amount, rounded to the nearest whole share on an annual basis commencing on June 5, 2020 and thereafter on the first Thursday of June. Directors receive a prorated dollar value of shares for a partial year of service. The value for the shares is to be based upon the prior day closing price. On June 5, 2025, ten Directors each received $17,496 which equated to 762 shares and one Director received $6,704 which equated to 292 shares. On July 29, 2025, one new Director received 288 prorated shares worth $7,436. On June 7, 2024, twelve Directors each received $15,007 worth of shares which equated to 716 shares while one Director received a prorated dollar amount of $5,911 which equated to 282 shares. On December 5, 2024, one new Director received 54 prorated shares worth approximately
$1,730. On June 2, 2023, twelve Directors each received $14,997 worth of shares which equated to 754 shares. The use of stock for Directors' retainer, does not have an effect on diluted earnings per share as it is immediately vested.
The table below presents basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
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|
(In Thousands, Except Per Share Data) |
|
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|
|
Year Ended |
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|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
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|||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Earnings per share |
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
33,309 |
|
|
$ |
25,938 |
|
|
$ |
22,787 |
|
Less: distributed earnings allocated to |
|
|
(153 |
) |
|
|
(143 |
) |
|
|
(128 |
) |
Less: undistributed earnings allocated to |
|
|
(254 |
) |
|
|
(362 |
) |
|
|
(120 |
) |
Net earnings available to common |
|
$ |
32,902 |
|
|
$ |
25,433 |
|
|
$ |
22,539 |
|
Weighted average common shares outstanding |
|
|
13,727,541 |
|
|
|
13,684,961 |
|
|
|
13,641,336 |
|
Less: average unvested restricted shares |
|
|
(167,668 |
) |
|
|
(266,232 |
) |
|
|
(148,433 |
) |
Weighted average common shares outstanding |
|
|
13,559,873 |
|
|
|
13,418,729 |
|
|
|
13,492,903 |
|
Basic and diluted earnings per share |
|
$ |
2.43 |
|
|
$ |
1.90 |
|
|
$ |
1.67 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 22, 2022 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.