Key Highlights

• Richmond Mutual Bancorporation (NASDAQ: RMBI) completed its merger with Farmers Bancorp, issuing 6,254,357 new shares.

• Shareholders of Farmers Bancorp received 3.40 shares of RMBI common stock for each share held.

• The combined entity renamed its banking unit First Bank Midwest, integrating leadership from both firms.

• Five former Farmers Bancorp directors joined RMBI’s board, including new Vice Chair Barbara A. Cutillo.

Merger Finalised

Richmond Mutual Bancorporation (NASDAQ: RMBI) has finalised its acquisition of Farmers Bancorp, representing a strategic move in the evolving regional banking landscape. The transaction, effective following an agreement established in late 2025, strengthens RMBI’s market presence while integrating the operations and leadership of both institutions.

Share Exchange Details

As part of the merger terms, Farmers Bancorp shareholders were converted into holders of RMBI common stock, par value $0.01 per share, based on an exchange ratio of 3.40. This ratio was applied to facilitate the share conversion, resulting in the issuance of a precise number of new shares by Richmond Mutual Bancorporation at the Effective Time. The transaction reflects ongoing trends in financial sector consolidation, where regional banks seek scale to enhance competitiveness.

Leadership Transition

The merger brings notable leadership changes, with Christopher D. Cook, previously at the helm of Farmers Bancorp, now serving as President of Richmond Mutual Bancorporation and CEO of the combined banking subsidiary. Garry D.

Kleer continues in his dual role as Chairman and CEO of RMBI, ensuring continuity in strategic direction. Barbara A. Cutillo, who formerly chaired Farmers Bancorp’s board, has been appointed Vice Chair of RMBI, further bridging the two organisations.

Board Expansion

The integration of Farmers Bancorp’s leadership extends to RMBI’s board, which has grown to eleven members with the addition of five new directors. The expanded board now includes Christopher D. Cook, James D.

Moore, Barbara A. Cutillo, Thomas D. Crawford, and Daniel J.

Lahrman. These directors will participate in governance under RMBI’s established compensation framework, aligning with industry practices for post-merger board structures.

Operational Changes

Following the merger, First Bank Richmond, RMBI’s primary banking subsidiary, has been rebranded as First Bank Midwest. This rebranding accompanies the appointment of key executives from Farmers Bancorp, including Carroll A. Valentino as Chief Operations Officer and Chad L.

Kozuch as Chief Risk Officer. Such operational adjustments are typical in mergers, as institutions align systems, cultures, and leadership to optimise performance.

Compensation Agreements

To ensure stability during the transition, newly appointed executives have entered into change-in-control agreements with RMBI. These agreements, detailed in the forms of agreement filed as Exhibits 10.1 and 10.2, outline terms for severance and benefits in the event of qualifying employment terminations. Such provisions are standard in mergers to retain talent and provide clarity during periods of organisational change.

Regulatory Compliance

The transaction was executed in accordance with regulatory requirements, including the filing of a registration statement that became effective earlier this year. The filing, identified by the number 333-294527, included comprehensive disclosures about the merger’s financial and governance implications. The press release summarising these details is attached hereto, providing transparency for shareholders and stakeholders.

This regulatory process underscores the importance of compliance in financial sector mergers, where shareholder protections and market integrity are prioritised.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.