Richmond Mutual Bancorp and The Farmers Bancorp announce merger agreement

Richmond Mutual Bancorp (RMBI)oration, the holding company of First Bank Richmond, and The Farmers Bancorp, Frankfort, Indiana, the holding company of The Farmers Bank, announced they have entered into a definitive agreement under which Farmers Bancorp will merge with and into Richmond Mutual in an all-stock transaction valued at approximately $82M, or $44.71 per share of Farmers Bancorp common stock, based on a closing price for Richmond Mutual’s common stock of $13.15 as of November 10. Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, the shareholders of Farmers Bancorp common stock will have the right to receive 3.40 shares of Richmond Mutual common stock for each outstanding share of Farmers Bancorp common stock they own. Following completion of the merger, existing Richmond Mutual shareholders will own approximately 62% of the combined company, and Farmers Bancorp shareholders approximately 38%. The all-stock transaction is intended to be tax-free for shareholders of Farmers Bancorp. On a run-rate basis, calculated from the annualized results for the three months ended September 30, 2025, the merger is expected to generate approximately 35% EPS accretion for Richmond Mutual shareholders, following full realization of anticipated cost savings. For Farmers Bancorp shareholders, based on the exchange ratio of 3.40x and the current dividend levels of each company, the merger will result in dividend per share accretion of approximately 27.5%. The combined company will continue to trade on the Nasdaq Capital Market under the ticker symbol “RMBI.” The holding company will operate under the name “Richmond Mutual Bancorporation, Inc.,” while the combined bank will operate under a new name to be jointly determined by the parties prior to closing. The administrative headquarters of the combined company will be located in Richmond, Indiana, and the administrative headquarters of the combined bank will be located in Frankfort, Indiana. The combined company’s Board of Directors will consist of 11 directors, six from Richmond Mutual and five from Farmers Bancorp. Garry Kleer, current Chair of Richmond Mutual, will continue to serve as Chair of the combined company. Barbara Cutillo, current Chair of Farmers Bancorp, will serve as Vice Chair of the combined company. Garry D. Kleer, President and CEO of Richmond Mutual, will serve as CEO of the combined company. Chris Cook, President and CEO Officer of Farmers Bancorp, will serve as President of the combined company and as President and CEO of the combined bank. Bradley Glover, CFO of Richmond Mutual, will continue serving as CFO of both the combined company and bank. Carroll Ann Valentino, COO of Farmers Bancorp, will become the COO of the combined bank. Paul J. Witte, President and COO of First Bank Richmond, will serve as Indiana Market President of the combined bank. The transaction is expected to close early in the second quarter of 2026, pending regulatory and shareholder approvals and other customary closing conditions. Directors of both Richmond Mutual and Farmers Bancorp have entered into voting agreements to vote their shares in favor of the merger and related proposals. Janney Montgomery Scott acted as financial advisor to Farmers Bancorp and delivered a fairness opinion to its Board of Directors. Amundson Davis, served as legal counsel to Farmers Bancorp. Keefe, Bruyette & Woods, A Stifel Company acted as financial advisor to Richmond Mutual and delivered a fairness opinion to its Board of Directors. Silver, Freedman, Taff & Tiernan served as legal counsel to Richmond Mutual.