As filed with the Securities and Exchange Commission on July 8, 2021August 4, 2022

Registration Statement No. 333-          333-266320

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FARMERS & MERCHANTS BANCORP, INC.

(Exact name of registrant as specified in its charter)

307 N. Defiance Street

Archbold, Ohio 43502

(419) 446-2501

(Address, including Zip Code, and telephone number, including area code, of registrant’s principal executive offices)

Lars B. Eller

President and Chief Executive Officer

Farmers & Merchants Bancorp, Inc.

307 N. Defiance Street

Archbold, Ohio 43502

(419) 446-2501

(Name, address, including Zip Code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon the effective time of the merger described in the accompanying proxy statement and prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitiondefinitions of “large accelerated filer,”filer”, “accelerated filer” and, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ☐

THE INFORMATION IN THIS PROXY STATEMENT AND PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROXY STATEMENT AND PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT AND PROSPECTUS

DATED [] [D●], 20212022 SUBJECT TO COMPLETION

YOUR VOTE IS VERY IMPORTANT

PROSPECTUS OF FARMERS & MERCHANTS BANCORP, INC. FOR UP TO

TO 1,833,999769,886 SHARES OF COMMON STOCK AND

PROXY STATEMENT OF PERPETUAL FEDERAL SAVINGS BANK OF URBANAPEOPLES-SIDNEY FINANCIAL CORPORATION

The Board of Directors of Farmers & Merchants Bancorp, Inc. (“F&M”) and the Board of Directors of Perpetual Federal Savings Bank of UrbanaPeoples-Sidney Financial Corporation (“PFSB”PPSF”) have approved an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”), pursuant to which PFSBPPSF will merge with and into The Farmers & Merchants State Bank, a wholly owned subsidiary of F&M (the “Merger”). This proposed strategic business combination will further expand F&M’s operations in the State of Ohio. Following the Merger, the combined company will haveoperate 21 offices, a total of 31 banking offices, 20drive-up facility and an LPO in Ohio, 12 offices and 11an LPO in Indiana, and havean LPO in Michigan with approximately $2.389$2.8 billion in total assets, $1.657$2.2 billion in total loans, $1.988$2.4 billion in total deposits, and $296 million in total shareholders’ equity of $290 million.shareholder equity.

If the Merger Agreement is approved by a majority of the shareholdersoutstanding common shares of PFSBPPSF and the Merger is subsequently completed, each share of PFSBPPSF common stock (the “PFSB“PPSF common stock” or “PFSB“PPSF Shares”) owned by a PFSBPPSF shareholder (other than a dissenting share) will be converted into the right to receive, at the election of each PFSBPPSF shareholder: (i) 1.77660.6597 shares (the “Exchange Ratio”) of F&M common stock (the “F&M common stock” or “F&M Shares”), subject to the requirement that F&Mat least 758,566 PPSF Shares will issue exactly 1,833,999be exchanged at the Exchange Ratio for F&M Shares in the Merger; or (ii) $41.20$24.00 in cash. F&M will pay cash for any fractional shares resulting from application of the Exchange Ratio. In the event PFSBPPSF shareholders elect to receive more than, orexchange fewer than the 1,833,999758,566 PPSF Shares for F&M Shares in the Merger, shareholder elections will be automatically adjusted as provided in the Merger Agreement. The Exchange Ratio is subject to adjustments for stock splits, stock dividends, recapitalization, or similar transactions.

We cannot complete the Merger unless a majority of the outstanding shares of common stock of PFSBPPSF vote to approve the Merger Agreement. PFSBPPSF will hold a special meeting of its shareholders to vote on this merger proposal. Your vote is very important. Whether or not you plan to attend the shareholder meeting, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote in favor of the Merger Agreement. Not returning your card will have the same effect as a vote against the Merger Agreement.

The date, time and place of the meeting are as follows:

[•], 2021, [•]:[•] [•].m.September 16, 2022, 11:00 a.m., local time

[•]The Hive Executive Center

[•]

[•]101 South Ohio Avenue, Sidney, Ohio 45365

This proxy statement and prospectus provides you with detailed information about the special meeting and the proposed Merger. It also contains or references information about PFSBPPSF and F&M. You can also get information about F&M from publicly available documents that have been filed with the Securities and Exchange Commission. F&M common stock is listed on the NASDAQ Capital Market under the symbol “FMAO.”

We strongly support the Merger of our companies. The Board of Directors of PFSBPPSF recommends that you vote in favor of the Merger Agreement.

For a discussion of certain risk factors which you should consider in evaluating the Merger, see “Risk Factors” beginning on page 15.21. We encourage you to read this entire document carefully.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued pursuant to this proxy statement and prospectus or determined if this proxy statement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not savings or deposit accounts or other obligation of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other federal or state governmental agency.

This proxy statement and prospectus is dated [•], 2021,August 8, 2022,

and it is being first mailed to PFSBPPSF shareholders on or about [•], 2021.August 11, 2022.

ADDITIONAL INFORMATION

This document incorporates important business and financial information about F&M from other documents filed by F&M with the Securities and Exchange Commission (“SEC”) that are not delivered with or included in this document. This information (including the documents incorporated herein by reference) is available to you without charge upon your written or oral request. You may request these documents in writing or by telephone at the following address and telephone number:

Farmers & Merchants Bancorp, Inc.

307 N. Defiance Street

Archbold, Ohio 43502

Attention: Lydia Huber,

Corporate Secretary

Telephone: (419) 446-2501

To ensure timely delivery, shareholders must request the documents containing the information described above no later than five (5) business days prior to the date of the special meeting of the PFSBPPSF shareholders. Accordingly, if you would like to make such a request, please do so by [•], 2021,September 9, 2022, in order to receive the requested information before the meeting.

You can also obtain copies of the documents incorporated by reference in this document through the SEC’s website at www.sec.gov. See “WHERE“WHERE YOU CAN FIND ADDITIONAL INFORMATION”INFORMATION” on page 103.79.

PERPETUAL FEDERAL SAVINGS BANK OF URBANAPEOPLES-SIDNEY FINANCIAL CORPORATION

120 N. Main101 E. Court Street

Urbana,Sidney, Ohio 4307845365

NOTICE OF SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON

[•], 2021September 16, 2022

To Our Shareholders:

We will hold a special meeting of the shareholders of Perpetual Federal Savings Bank of UrbanaPeoples-Sidney Financial Corporation (“PFSB”PPSF”) on [•], 2021,September 16, 2022, at [•]:[•] [•].m.11:00 a.m. local time, at [•].The Hive Executive Center, 101 South Ohio Avenue, Sidney, Ohio, 45365.

The purposes of the special meeting are the following:

The accompanying proxy statement and prospectus describes the Merger Agreement and the proposed Merger in detail and includes, as Annex A, the complete text of the Merger Agreement. We urge you to read these materials for a description of the Merger Agreement and the proposed Merger. In particular, you should carefully read the section captioned “Risk Factors”“Risk Factors” beginning on page 1521 of the accompanying proxy statement and prospectus for a discussion of certain risk factors relating to the Merger.

The Board of Directors of PFSBPPSF has fixed the close of business on [•], 2021,August 8, 2022, as the record date for determining those shareholders who are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of PFSBPPSF common stock. Approval of the Adjournment Proposal only requires more votes to be cast in favor of the proposal than are cast against it, so long as a quorum is present.it.

As required by Ohio Revised Code sections 1115.11(I) and 1705.85, PFSBPPSF is notifying all of its shareholders entitled to vote on the Merger Proposal that you are entitled to assert dissenters’ rights pursuant to and upon compliance with the provisions of Ohio Revised Code 1701.85.Section 262 of the Delaware General Corporation Law (“DGCL”). A copy of Ohio Revised Code Section 1701.85262 of the DGCL is attached as Annex B to the accompanying proxy statement and prospectus. See also “THE MERGER – “THE MERGER—Rights of Dissenting Shareholders”Shareholders” beginning on page 4549 in the accompanying proxy statement and prospectus.

The PFSB BoardPPSF board of Directorsdirectors recommends that you vote “FOR” (1) approval of the Merger Proposal;Proposal and (2) approval of the Adjournment Proposal.

Whether or not you plan to attend the special meeting in person, please submit your proxy by completing, signing, and dating the enclosed proxy card and returning it as soon as possible using the

even if you have previously submitted your proxy. Not submitting your proxy will have the same effect as a vote against the Merger Proposal.

By Order of the Board of Directors

[•], 2021August 8, 2022

Urbana,Sidney, Ohio

FORWARD-LOOKING STATEMENTS

This document, and the information included or incorporated by reference into it, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe,” “continue,” “pattern,” “estimate,” “project,” “intend,” “anticipate,” “expect” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the benefits of the proposed Merger between F&M and PFSB,PPSF, including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of F&M’s goals, intentions and expectations; statements regarding F&M’s business plan and growth strategies; statements regarding the asset quality of F&M’s loan and investment portfolios; and estimates of F&M’s risks and future costs and benefits, whether with respect to the Merger or otherwise.

These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of the F&M and PFSBPPSF will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required regulatory and shareholder approvals, and the ability to complete the Merger on the expected time frame; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of F&M to attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to banks and bank holding companies; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity, credit and interest rate risks associated with the F&M’s and PFSB’sPPSF’s business; and other risks and factors identified in F&M’s filings with the SEC.

Neither F&M nor PFSBPPSF undertakes any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed herein unless required to under the federal securities laws. In addition, F&M’s and PFSB’sPPSF’s past results of operations do not necessarily indicate either of their anticipated future results, whether the Merger is effectuated or not.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE SHAREHOLDER MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger, the Merger Agreement, and the shareholder meeting. We urge you to read carefully the remainder of this proxy statement and prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement and prospectus.

This proxy statement and prospectus contains important information regarding the Merger, as well as information about F&M and PFSB.PPSF. It also contains important information about what the PFSB BoardPPSF board of Directorsdirectors considered when evaluating the Merger. We urge you to read this proxy statement and prospectus carefully, including the Merger Agreement, a copy of which is attached to this proxy statement and prospectus as Annex A and is incorporated herein by reference, and the other annexes.

You are also being asked to vote on two additional proposals (completion of the Merger is not conditioned upon approval of any of these additional proposals):

Each of the directors of PFSBPPSF has entered into a voting agreement with F&M pursuant to which each of them has agreed, subject to their fiduciary duties to entertain a superior third-party acquisition proposal under the Merger Agreement, to vote, or cause to be voted, all of their shares of PFSBPPSF common stock owned by each of them of record or beneficially, including shares owned by certain other persons over which they have voting control, in favor of the Merger Proposal. Collectively, as of the record date, PFSBPPSF directors had the power to vote, or cause to be voted, 283,45393,851 shares, or approximately 11.48%8.04% of the outstanding shares of PFSBPPSF common stock.

Similarly, your bank, broker, or other nominee will vote your shares on the Adjournment Proposal, if necessary, but only if you provide instructions on how to vote. If you do not submit voting instructions to your bank, broker, or other nominee on how to vote your shares held in “street name,” your shares will not be counted in determining the outcome of this proposal.

Perpetual Federal Savings Bank of UrbanaPeoples-Sidney Financial Corporation

120 North Main101 E. Court Street

Urbana,Sidney, Ohio 43078

Attention: Michael R. Melvin,Debra A. Geuy, President and CEO

Telephone: (937) 653-1700492-6129

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement and prospectus, including the matters addressed under the section “FORWARD-LOOKING STATEMENTS,” you should carefully consider the following risk factors in deciding how to vote for the Merger Proposal presented in this proxy statement and prospectus. You should also consider the other information in this proxy statement and prospectus and the other documents incorporated by reference into this proxy statement and prospectus. See “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 103.79.

Risk Factors Relating to the Merged Company and Its Industry

Combining the two (2) companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Merger may not be realized.

The success of the Merger will depend on a number of factors, including, but not limited to, the merged company’s ability to:

F&M’s failure to successfully integrate PFSBPPSF into its business may adversely affect F&M’s financial condition and results of operations.

The value of the stock consideration to be received by PFSBPPSF shareholders in the Merger will fluctuate.

If the Merger is completed, PFSBPPSF shareholders (other than dissenting shareholders) will receive a number of shares of F&M common stock based on a fixed Exchange Ratio of 1.77660.6597 shares of F&M common stock for each share of PFSBPPSF common stock, or $41.20$24.00 in cash. Because the market value of F&M common stock may (and likely will)will fluctuate, the value of the Stock Consideration you receive for your shares maywill also fluctuate. The market value of F&M common stock could fluctuate for any number of reasons, including those specific to F&M and those that influence trading prices of equity securities generally. As a result, you will not know the exact value of the shares of F&M common stock you may receive at the time you must vote your PFSBPPSF shares. The value of F&M common stock on the closing date of the Merger may be greater or less than the market price of F&M common stock on the record date, on the date of this proxy statement and prospectus or on the date of the special meeting. The cash portion of the Merger Consideration, $41.20$24.00 per share, will remain constant. The Cash Consideration represented approximately 57.1% and the Stock Consideration approximately 42.9% of the total Merger Consideration as of the date the Merger Agreement was signed.

We encourage you to obtain a current market quotation for F&M common stock because the value of any F&M shares you receive may be more or less than the value of such shares as of the date of this document.

The merged company’s allowance for loan losses may not be adequate to cover actual loan losses.

The merged company’s loan customers may not repay their loans according to their terms, and the customers’ collateral securing the payment of their loans may be insufficient to assure repayment. As of

March 31, 2021,June 30, 2022, approximately 82.4%75% of F&M’s loans and 43.0%32% of PFSB’sPPSF’s loans are comprised of commercial real estate, commercial lines of credit, term and development loans, and agricultural loans, which can result in higher loan loss experience than residential loans in economic downturns. The underwriting, review and monitoring that will be performed by the merged company’s officers and directors cannot eliminate all of the risks related to these loans.

Each of F&M and PFSBPPSF make various assumptions and judgments about the collectability of their respective loan portfolios and provide an allowance for loan losses based on a number of factors. If the assumptions are wrong or the facts and circumstances subsequently and materially change, the allowance for loan losses and Merger-related credit marks may not be sufficient to cover the merged company’s loan losses. The merged company may have to increase its allowance for loan losses in the future, which could decrease its net income.

Deterioration in loan quality will adversely affect the merged company’s results of operations and financial condition.

Each of F&M and PFSBPPSF seek to mitigate the risks inherent in their respective loan portfolios by adhering to sound underwriting practices. Their lending strategies also include emphasizing diversification on a geographic, industry and customer level, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality. There is continuous review of their respective loan portfolios, including internally administered loan “watch” lists and independent loan reviews. These evaluations take into consideration identified credit problems, as well as the possibility of losses inherent in the loan portfolio that are not specifically identified. Although F&M and PFSBPPSF believe their underwriting and loan review procedures are appropriate for the various kinds of loans they make, the merged company’s results of operation and financial condition will be adversely affected in the event the quality of their respective loan portfolios deteriorates. As of March 31, 2021,June 30, 2022, F&M had approximately $8.3$5.2 million and PFSBPPSF had approximately $1.3 million (comprised of classified, non-accrual, and impaired loans)$286.8 thousand in non-performing loans.

Changes in interest rates may reduce the merged company’s net interest income.

Like other financial institutions, the merged company’s net interest income is its primary revenue source. Net interest income is the difference between interest earned on loans and investments and interest expense incurred on deposits and other borrowings. The merged company’s net interest income will be affected by changes in market rates of interest, the interest rate sensitivity of its assets and liabilities, prepayments on its loans and investments and limits on increases in the rates of interest charged on certain of its loans.

The merged company will not be able to predict or control changes in market rates of interest. Market rates of interest are affected by international, regional and local economic conditions, as well as monetary policies of the Federal Reserve. The following factors also may affect market interest rates:

Each of F&M and PFSBPPSF has policies and procedures designed to manage the risks from changes in market interest rates; however, despite risk management, changes in interest rates could adversely affect the merged company’s results of operations and financial condition.

Changes in economic conditions and the geographic concentration of the merged company’s markets could adversely affect the merged company’s financial condition.

The merged company’s success will depend to a great extent upon the general economic conditions of the Northwest and Central Ohio and Northcentral and Northeast Indiana market areas. Unlike larger banks that are more geographically diversified, the merged company will provide banking and financial services to customers primarily located in these areas. Favorable economic conditions may not exist in the merged company’s markets.

An economic slowdown could have the following consequences:

The pro forma financial data included in this document is preliminary and the actual financial condition and results of operations of F&M after the Merger may differ materially.

The pro forma financial data in this document is presented for illustrative purposes only and is not necessarily indicative of what F&M’s actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. The unaudited financial information reflects adjustments, which are based upon preliminary estimates and the purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of PFSB as of the date of the completion of the Merger. For more information, please see “UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS” beginning on page 87.

Anti-takeover defenses may delay or prevent future mergers.

Provisions contained in F&M’s Articles of Incorporation and Code of Regulations and certain provisions of Ohio law could make it more difficult for a third party to acquire F&M, even if doing so might be beneficial to F&M shareholders. See “COMPARISON OF COMMON STOCK-Anti-Takeover Provisions” on page 93.75. These provisions could limit the price that some investors might be willing to pay in the future for shares of F&M common stock and may have the effect of delaying or preventing a change in control.

If the Merger is not completed, the parties will have incurred substantial expenses without realizing the expected benefits.

F&M and PFSBPPSF have incurred and will continue to incur substantial expenses in connection with the transactions described in this proxy statement and prospectus. The completion of the Merger depends on the satisfaction of several conditions. We cannot guarantee that these conditions will be met. PFSB expects to incur approximately $2.7 million in pre-tax Merger-related expenses and F&M expects to incur approximately $1.3 million in pre-tax Merger-related expenses, which includeprospectus, including legal, accounting and financial advisory expenses, among others, and which excludes any termination fees, if applicable.others. Although some of these expenses will not be incurred if the Merger is not completed, others will and such expenses could have a materialan adverse impact on the financial condition of F&M and PFSBPPSF because they would not have realized the expected benefits of the Merger. There canThe completion of the Merger depends on the satisfaction of several conditions. We cannot guarantee that these conditions will be no assurancemet or that the Merger will be completed.

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed, which could have a negative impact on PFSB.PPSF.

The Merger Agreement with F&M is subject to a number of conditions which must be fulfilled in order to close. Those conditions include: PFSBPPSF shareholder approval, regulatory approvals, the continued accuracy of

If the Merger Agreement is terminated, there may be various consequences to PFSB,PPSF, including:

If the Merger Agreement is terminated by PFSBPPSF due to its acceptance of a superior acquisition proposal or by F&M due to the failure of PFSB’sPPSF’s Board of Directors to recommend approval of the Merger Agreement to its shareholders by reason of a superior acquisition proposal or for certain related reasons, then PFSBPPSF has agreed to pay F&M a $4,250,000$1,000,000 termination fee. The payment of the termination fee could have a material adverse effect on PFSB’sPPSF’s financial condition, and there can be no assurance that PFSBPPSF would be able to complete a transaction with a party willing to pay an equivalent or more attractive price than the price F&M has agreed to pay in the Merger.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire PFSB.PPSF.

Until the completion of the Merger, with some exceptions, PFSBPPSF is prohibited from soliciting, initiating, encouraging or participating in any discussion of, providing information with respect to, or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than F&M. In addition, PFSBPPSF has agreed to pay a termination fee of $4,250,000$1,000,000 to F&M if the PFSB BoardPPSF board of Directorsdirectors withdraws or modifies its recommendation to its shareholders with respect to the Merger Proposal by reason of a superior acquisition proposal. These provisions likely will discourage other companies from trying to acquire PFSBPPSF even though such other companies might be willing to offer greater value to PFSB’sPPSF’s shareholders than F&M has offered in the Merger Agreement. The payment of the termination fee also could have a material adverse effect on PFSB’sPPSF’s financial condition.

The market price of F&M common stock after the Merger may be affected by factors different from those affecting the shares of PFSBPPSF or F&M currently.

Upon completion of the Merger, holders of PFSBPPSF common stock who receive the Stock Consideration will become holders of F&M common stock. F&M’s business differs in important respects from that of PFSB,PPSF, and, accordingly, the results of operations of the combined company and the market price of F&M common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of F&M and PFSB.PPSF. F&M is, and will continue to be, subject to the risks described in F&M’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the

Risk Factors Relating to the Merger

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

The transactions contemplated in the Merger Agreement cannot be completed until F&M receives necessary regulatory approvals, which include the approval of the Federal Deposit Insurance CorporationFRB, FDIC and Ohio Division of Financial Institutions.the ODFI. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER—Regulatory Approvals.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay its receipt. These regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Such conditions or changes could have the effect of delaying or preventing completion of the Merger or imposing additional costs on or limiting the revenues of the combined company following the Merger, any of which might have an adverse effect on the combined company following the Merger.

Certain of PFSB’sPPSF’s directors and executive officers have interests in the Merger that may differ from the interests of PFSB’sPPSF’s shareholders.

PFSBPPSF shareholders should be aware that some of PFSB’sPPSF’s executive officers and directors have interests in the Merger and have arrangements that are different from, or in addition to, those of PFSBPPSF shareholders generally. PFSB’sPPSF’s Board of Directors was aware of and considered these interests, among other matters, when making its decision to approve and adopt the Merger Agreement, and in recommending that PFSBPPSF shareholders vote in favor of approving the Merger Agreement.

For a description of these interests, see “THE MERGER—Interests of Certain Persons in the Merger” on page 47.54.

PFSBPPSF and F&M will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on PFSBPPSF or F&M. These uncertainties may impair PFSB’sPPSF’s or F&M’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with PFSBPPSF or F&M to seek to change existing business relationships with PFSBPPSF or F&M. Retention of certain employees by PFSBPPSF or F&M may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with PFSBPPSF or F&M. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with PFSBPPSF or F&M, PFSB’sPPSF’s and/or F&M’s business could be harmed. In addition, subject to certain exceptions, each of PFSBPPSF and F&M has agreed to operate its business in

The shares of F&M common stock to be received by PFSBPPSF shareholders who receive the Stock Consideration as a result of the Merger will have different rights from the shares of PFSBPPSF common stock.

Upon completion of the Merger, PFSBPPSF shareholders who receive the Stock Consideration will become F&M shareholders and their rights as shareholders will be governed by the F&M Articles of Incorporation and Code of Regulations and Ohio law. The rights associated with PFSBPPSF common stock may be different from the rights associated with F&M common stock. Please see “COMPARISON OF COMMON STOCK” beginning on page 9370 for a discussion of the different rights associated with F&M common stock.

F&M and PFSBPPSF may waive one or more of the conditions to the Merger and, except in certain instances, amend the Merger Agreement without re-soliciting PFSBPPSF shareholder approval for the Merger.

Each of the conditions to the obligations of F&M and PFSBPPSF to complete the Merger may, to the extent permitted by applicable law, be waived in writing by agreement by F&M and PFSB,PPSF, if the condition is a condition to both parties’ obligation to complete the Merger, or by the party for which such condition is a condition of its obligation to complete the Merger. Further, except in certain instances and to the extent permitted by applicable law, F&M and PFSBPPSF may amend, modify, or supplement the Merger Agreement. The boards of directors of F&M and PFSBPPSF may evaluate the materiality of any such waiver, amendment, modification, or supplement to determine whether amendment of this proxy statement and prospectus and re-solicitation of proxies is necessary. F&M and PFSB,PPSF, however, generally do not expect any such waiver, amendment, modification, or supplement to be significant enough to require re-solicitation of PFSB’sPPSF’s shareholders. In the event that any such waiver, amendment, modification, or supplement is not determined to be significant enough to require re-solicitation of PFSB’sPPSF’s shareholders, except as otherwise provided in the Merger Agreement, the companies will have the discretion to complete the Merger without seeking further shareholder approval.

The Merger may fail to qualify as a tax-free reorganization for federal income tax purposes, resulting in your recognition of taxable gain or loss in respect of your shares of PFSB common stock and potential corporate-level gains or losses assumed by F&M Bank in the Merger.

F&M, F&M Bank and PFSB intend the Merger to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. However, there is a lack of binding administrative and judicial authority addressing the qualification under Section 368(a) of the Internal Revenue Code of transactions substantially similar to the Merger. Although the IRS will not provide a ruling on the matter, F&M and PFSB will, as a condition to closing, obtain opinions from legal counsel that the Merger should constitute a “reorganization” for federal income tax purposes. These opinions do not bind the IRS or prevent the IRS from adopting a contrary position. If the Merger is not respected as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code, then each PFSB shareholder generally will recognize gain or loss for federal income tax purposes equal to the difference between the Merger Consideration received, including the Stock Consideration, and such shareholder’s tax basis in PFSB common stock surrendered in exchange for the

THE PFSBPPSF SPECIAL MEETING

Special Meeting of Shareholders of

PFSBPeoples-Sidney Financial Corporation

General Information

We are furnishing this document to the shareholders of PFSBPPSF in connection with the solicitation by the Board of Directors of PFSBPPSF of proxies for use at the PFSBPPSF special meeting of shareholders to be held on [•], 2021,September 16, 2022, at [•]:[•] [•].m.11:00 a.m. local time, at [•].The Hive Executive Center, 101 South Ohio Avenue, Sidney, Ohio, 45365. This document is first being mailed to PFSBPPSF shareholders on [•], 2021,August 11, 2022, and includes the notice of PFSBPPSF special meeting, and is accompanied by a form of proxy.

Matters To Be Considered

The purposes of the special meeting are as follows:

Pursuant to the Merger Agreement, PFSBPPSF will merge into F&M Bank.&M. The Merger Agreement is attached to this document as Annex A and is incorporated in this document by reference. For a description of the Merger Agreement, see “THE MERGER AGREEMENT,” beginning on page 49.55.

Record Date, Voting Rights, Quorum, and Vote Required

PFSBPPSF has fixed [•], 2021,August 8, 2022, as the record date for determining those PFSBPPSF shareholders entitled to notice of, and to vote at, the special meeting. Accordingly, if you were an PFSBPPSF shareholder of record at the close of business on [•], 2021,August 8, 2022, you will be entitled to notice of and to vote at the special meeting. Each share of PFSBPPSF common stock you own on the record date entitles you to one (1) vote on each matter presented at the special meeting. At the close of business on the record date there were 2,470,0321,167,025 shares of PFSBPPSF common stock outstanding held by approximately 645106 shareholders of record. This number does not reflect the number of persons or entities who may hold their stock in “street name” through a bank, broker, or nominee.

The presence, in person or by proxy, of shareholders holding at least a majorityone-third of the outstanding shares of PFSBPPSF common stock as of the record date will constitute a quorum for the special meeting. In determining whether a quorum is present, shareholders who abstain, cast broker non-votes, or are otherwise present at the special meeting will be deemed present at the special meeting. Once a share is represented for any purpose at the special meeting, it will be deemed present for quorum purposes for the remainder of the meeting. Approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of PFSBPPSF common stock. Approval of the Adjournment Proposal only requires more votes to be cast in favor of the proposal than are cast against it.

Voting Agreement

Each of the directors of PFSBPPSF has entered into a voting agreement with F&M pursuant to which each of them has agreed, subject to their fiduciary duties to entertain a superior third-party acquisition proposal under the Merger Agreement, to vote, or cause to be voted, all of their shares of PFSBPPSF common stock owned by each of them of record or beneficially, including shares owned by certain other persons over which they have voting

control, in favor of the Merger Proposal. Collectively, as of the record date, our directors had the power to vote, or cause to be voted, 283,45393,851 shares, or approximately 11.48%8.04% of the outstanding shares of PFSBPPSF common stock. See “THE MERGER AGREEMENT—Voting Agreement” on page 56.62.

Voting

You may vote your shares in person by attending the special meeting, or by mailing us your completed proxy if you are unable or do not wish to attend. We encourage you to vote by mailing the proxy card even if you plan to attend the meeting. If your shares are held in “street name” by a bank, broker, or other nominee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares of PFSBPPSF common stock. To vote your shares in person at the special meeting, you must obtain a signed proxy from your bank, broker, or other nominee giving you the right to vote your shares. To obtain such a proxy, you should follow the instructions provided by your bank, broker, or other nominee.

Proxies

If you are a PFSBPPSF shareholder, you should have received a proxy card for use at the PFSBPPSF special meeting with this proxy statement and prospectus. The accompanying proxy card is for your use in voting at the special meeting if you are unable or do not wish to attend the special meeting in person. The shares represented by proxies properly signed and returned will be voted at the special meeting as instructed by the PFSBPPSF shareholder giving the proxies. Proxy cards that are properly signed and returned but do not have voting instructions will be voted “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

If you deliver a properly signed proxy card, you may revoke your proxy at any time before it is exercised by:

Because approval of the Merger Proposal requires the affirmative vote of at least a majority of the outstanding shares of PFSBPPSF common stock, abstentions and broker non-votes will have the same effect as voting “AGAINST” approval of the Merger Proposal. Accordingly, your Board of Directors urges all PFSBPPSF shareholders to vote by proxy by completing, dating and signing the accompanying proxy and returning it promptly in the enclosed postage-paid envelope. Abstentions and broker non-votes will have no effect on the Adjournment Proposal since it only requires more votes to be cast in favor of the proposal than are cast against it at the meeting. You should not send stock certificates with your proxy card.

Solicitation of Proxies

PFSBPPSF will bear the entire cost of soliciting proxies from and mailing proxies to its shareholders in connection with the PFSBPPSF special meeting. In addition to solicitation of proxies by mail, proxies may be solicited personally or by telephone by directors, officers and certain employees of PFSB,PPSF, who will not be specially compensated for such soliciting.

In soliciting proxies, no one has any authority to make any representations and warranties about the Merger or the Merger Proposal in addition to or contrary to the provisions stated in this document. No statement regarding the Merger, the Merger Agreement or the Merger Proposal should be relied upon except as expressly stated in this document.

Recommendation of the PFSB BoardPPSF board of Directorsdirectors

PFSB’sPPSF’s Board of Directors has approved the Merger Agreement. PFSB’sPPSF’s Board of Directors believes that the Merger is fair to and in the best interests of PFSBPPSF and its shareholders. The Board recommends that the PFSBPPSF shareholders vote “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal. See “THE MERGER— PFSB’sPPSF’s Reasons for the Merger” on page 31.29.

Other Matters

The special meeting of PFSBPPSF shareholders has been called for the purposes set forth in the Notice to PFSBPPSF shareholders included in this document. Your Board of Directors is unaware of any matter for action by shareholders at the special meeting other than as stated in the Notice or in this proxy statement and prospectus. However, the enclosed proxy will give discretionary authority to the persons named in the proxy with respect to matters which are not known to your Board of Directors as of the date hereof and which may properly come before the special meeting. It is the intention of the persons named in the proxy to vote with respect to such matters in accordance with the recommendations of the Board of Directors of PFSBPPSF or, if no recommendations are given, in their best judgment. The approval of the transaction of any other business that may properly come before the special meeting generally requires more votes to be cast in favor of the proposal than are cast against it.

Beneficial Ownership of PFSBPPSF Common Stock by Certain Shareholders

The following table shows, as of the date of this proxy statement and prospectus, the beneficial ownership of PFSBPPSF common stock of each person who beneficially owns more than five percent (5%) of PFSB’sPPSF’s outstanding common stock, each PFSBPPSF director, each of the executive officers of PFSBPPSF and all of the directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares set forth in the following table. This table should be read with the understanding that more than one (1) person may be the beneficial owner or possess certain attributes of beneficial ownership with respect to the same PFSBPPSF common stock. The address for the directors and executive officers is c/o Perpetual Federal Savings Bank of Urbana, 120 North MainPeoples-Sidney Financial Corporation, 101 E. Court Street, Urbana,Sidney, Ohio 43078.45365.

MERGER PROPOSAL

PFSBPPSF is asking its shareholders to approve the Merger Proposal. Holders of PFSBPPSF common stock should read this proxy statement and prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this proxy statement and prospectus as Annex A.

After careful consideration, the Board of Directors of PFSBPPSF unanimously approved and adopted the Merger Agreement and determined it to be advisable and in the best interest of PFSBPPSF and its shareholders. See “THE MERGER—PFSB’sPPSF’s Reasons for the Merger; Recommendation of PFSB’sPPSF’s Board of Directors” included elsewhere in this proxy statement and prospectus for a more detailed discussion of the PFSB BoardPPSF board of Directors’directors’ recommendation.

For the reasons discussed in this proxy statement and prospectus, the Board of Directors of PFSBPPSF determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of PFSBPPSF and its shareholders, and adopted and approved the Merger Agreement. The Board of Directors of PFSBPPSF recommends that PFSBPPSF shareholders vote “FOR” approval of the Merger Proposal.

ADJOURNMENT PROPOSAL

The PFSBPPSF special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the PFSBPPSF special meeting to approve the Merger Proposal.

If, at the PFSBPPSF special meeting, the number of shares of PFSBPPSF common stock present or represented and voting in favor of the Merger Proposal is insufficient to approve the Merger Proposal, PFSBPPSF intends to move to adjourn the PFSBPPSF special meeting in order to enable the Board of Directors of PFSBPPSF to solicit additional proxies for approval of the Merger Proposal. In that event, PFSBPPSF will ask its shareholders to vote upon the Adjournment Proposal, but not the Merger Proposal.

In this Adjournment Proposal, PFSBPPSF is asking its shareholders to authorize the holder of any proxy solicited by the Board of Directors of PFSB,PPSF, on a discretionary basis, to vote in favor of adjourning the PFSBPPSF special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from PFSBPPSF shareholders who have previously voted.

The Board of Directors of PFSBPPSF recommends a vote “FOR” the Adjournment Proposal.

THE MERGER

At the special meeting, the shareholders of PFSBPPSF will consider and vote upon approval of the Merger Agreement. The following summary highlights certain information about the Merger. To understand the Merger, you should read carefully this entire proxy statement and prospectus, including the Merger Agreement, which is attached to this document as Annex A.

Description of the Merger

Under the terms and subject to the conditions of the Merger Agreement approved by each of PFSB’s,PPSF’s and F&M’s and F&M Bank’s Boards of Directors, PFSBPPSF will merge with and into F&M Bank and the separate corporate existence of PFSBPPSF will cease. The Articles of Incorporation and Code of Regulations of F&M, and F&M Bank, as in effect prior to the Merger, will be the Articles of Incorporation and Code of Regulations of F&M and F&M Bank after the Merger.

Merger Consideration

The Merger Agreement provides that PFSBPPSF shareholders (other than dissenting shareholders) will have the right, with respect to each of their shares of PFSBPPSF common stock, to receive at their election, but subject to proration, without interest, (i) 1.77660.6597 shares (the “Exchange Ratio”) of F&M common stock, or $41.20$24.00 in cash (the “Stock Consideration,” “Cash Consideration,” and collectively the “Merger Consideration”), subject to the payment of cash instead of fractional shares. As of the date of this proxy statement there are 2,470,032 PFSB1,167,025 PPSF Shares outstanding. InUnder the Merger exactly 1,833,299 F&MAgreement, at least 758,566 PPSF Shares, will be issued (the “Aggregatethe Minimum Aggregate Total Stock Consideration”) in exchange for 1,032,308 PFSB Shares and the balance of 1,437,724 of the PFSB SharesElection, will be exchanged at the Exchange Ratio for F&M Shares in the Cash consideration.Merger.

If F&M changes the number of outstanding shares of F&M common stock before the Merger through any stock split, stock dividend, recapitalization or similar transaction, then the Exchange Ratio will be proportionately adjusted so that PFSBPPSF shareholders will receive such number of shares of F&M common stock as represents the same percentage of outstanding shares of F&M common stock at the effective date of the Merger as would have been represented by the number of shares of F&M common stock such shareholder would have received if the recapitalization had not occurred.

No certificate or scrip representing a fractional F&M will not issueShare shall be issued in the Merger. Each holder of PPSF Shares who would otherwise be entitled to receive a fractional shares to PFSB shareholders. Instead, PFSB common shareholders will receive for each fractional shareF&M Share shall be paid in cash (without interest), an amount in cashrounded to the nearest whole cent, determined by multiplying (i)the F&M Average Price (as defined below) by the fractional interestshare of F&M Share to which such holder of PPSF Common Stock would otherwise be entitled. No such holder of a fractional F&M Share shall be entitled to dividends, voting rights, or any other rights in respect of any fractional share. The term “F&M Average Price” shall mean the average closing price of a share of F&M Common Stock as reported by (ii) $41.20.Nasdaq for the ten (10) days that F&M Common Stock trades on the NASDAQ Global Select Market preceding the tenth (10th) calendar day prior to the Effective Time.

If you receive the Stock Consideration as a portion of the Merger Consideration for your shares of PFSBPPSF common stock the value of the Stock Consideration will depend on the market price of F&M common stock when you receive your shares of F&M common stock. The implied per share value of the stock consideration, based upon F&M’s closing stock price on [•], 2021,August 5, 2022, the most recent practicable trading day before this proxy statement and prospectus was finalized, was $[•●] per share. No assurance can be given (and it is not likely) that the current market price of F&M common stock will be equivalent to the market price of F&M common stock on the date that shares of F&M common stock are received by an PFSBPPSF shareholder or at any other time.

On or prior to the effective date of the Merger, F&M will deposit with Computershare Trust Company, or another exchange agent selected by F&M, as exchange agent (the “Exchange Agent”), shares in book entry form

of F&M common stock, each to be given to the holders of PFSBPPSF common stock in exchange for old certificates (or shares in book entry form) representing shares of PFSBPPSF common stock. Within three (3) business days following the effective date of the Merger,The Exchange Agent will mail a letter of transmittal to each person who was, immediately prior to the effective time of the Merger, a holder of record of PFSBPPSF common stock. The letter of transmittal will contain instructions for use in effecting the surrender of PFSBPPSF stock certificates (or shares in

Consideration will be converted into the right to receive Stock Consideration, prorata, up to the that number of F&M Shares that when added together with all other F&MPPSF Shares being issued as Mergerconverted into the Stock Consideration equals the Aggregate Minimum Aggregate Stock Consideration.Election.

In November 2020,On August 20, 2021, the PPSF board of directors held a retreat at an offsite location for a strategic planning meeting for the purpose of preparing a three-year strategic plan. The meeting was facilitated by a consultant with a broad range of experience specializing in financial institutions. Among other things, the financial consultant discussed with the PPSF board of directors the current and competitive environment in which PPSF operates, increased regulatory burdens, the uncertain operating climate going forward and PPSF’s operating model and future prospects for growth as an independent company, including an alternative for growth through merger.

On October 10, 2021, representatives of KBW updated PFSB’s management regardingBoenning made a presentation at an offsite location to assist the mergers and acquisitionsboard of directors in analyzing the various potential strategic alternatives available to PPSF. Boenning provided the board with an overview of the financial industry in PPSF’s market and potential partners’ financial ability to purchase PFSB based on publicly available information. Mr. Eller reached out to Mr. Melvin and they agreed to again meet in December 2020 to further discuss a strategic opportunity between their companies. The meeting went well, and they agreed to exchange financial information so as to further evaluate the opportunity. On December 16, 2020, PFSB and F&M executed a non-disclosure agreement prior to exchanging confidential information.

During January and February 2021, F&M and PFSB conducted a due diligence reviewarea, its assessment of confidential information that was provided through an online data room. On February 23, 2021, F&M delivered a non-binding letter of interest for consideration by PFSB. On March 1, 2021, the PFSB Board of Directors held a special meeting to review the letter of interest and invited representatives of KBW to attend. Representatives of KBW reviewed with the Board the broader equity market, the merger and acquisition market in general, and the specific non-binding letter of interest from F&M. The Board instructed KBW to ask F&M to increase the consideration referenced by F&Mactivity in the initial non-binding letterregion and on a nationwide basis, and its assessment of interest.potential business combination transactions that might be available to PPSF.

At a regularly scheduled board meeting on December 16, 2021, the PPSF board of directors discussed Peoples Bank’s ability to grow commercial loans, strategic alternatives, succession, staffing, core processing and other issues related to the bank’s future. The board determined it was appropriate to continue to explore potential merger partners while also evaluating Peoples Bank’s other strategic options.

In January, 2022, PPSF retained Boenning as its exclusive financial advisor in connection with any business combination transaction that PPSF might determine to pursue. On March 11, 2021, a revised proposal and non-binding letter of interest was received by PFSB from F&M. PFSB asked representatives of its legal counsel,January 14, 2022, PPSF’s Board engaged Vorys, Sater, Seymour and Pease LLP together(“Vorys”) to serve as its legal counsel in any potential business combination.

During February 2022 and early March 2022, Boenning worked with senior management of PPSF to prepare confidential marketing materials and to establish an electronic data room that could be accessed by interested parties who executed non-disclosure agreements (“NDAs”). During discussions with PPSF’s board of directors, Boenning identified a possible universe of financial institutions that could be potential candidates for a strategic transaction with PPSF. The PPSF board instructed Boenning to reach out to these potential partners.

On March 14, 2022, Boenning contacted 30 potential business combination partners in order to assess their level of interest in discussing a possible transaction with PPSF. As a result of Boenning’s inquiries, 25 of the institutions contacted, including F&M, executed a NDA and received access to the data room containing information relating to PPSF’s operations and financial performance.

Following a review of the materials provided, 10 of the 25 institutions that executed a NDA submitted non-binding indications of interest on April 7, 2022, including F&M.

The PPSF board of directors met on April 12, 2022 to consider the ten non-binding indications of interest that had been received. Representatives of Boenning and Vorys participated in the board meeting. The board of directors believed that the indications of interest submitted by four of the potential candidates presented the best alternatives for PPSF and its shareholders. As a result, the board instructed Boenning to invite those four potential candidates, of which F&M was one, to perform a more detailed and comprehensive due diligence process on PPSF.

From April 19, 2022, to May 9, 2022, F&M and the other three candidates conducted comprehensive due diligence reviews of PPSF and met with members of PPSF’s board and senior management team. F&M conducted its on-site due diligence on April 19 and 20, 2022 and met with some of PPSF’s board and senior management team during this time.

Following an extensive due diligence process, on May 12, 2022, the four candidates submitted revised indications of interest to PPSF. A special meeting of the board of directors of PPSF was held on May 17, 2022, with representatives of KBW to attend a special PFSB BoardBoenning and Vorys present in person and telephonically. During the meeting, on March 12, 2021, to reviewBoenning

reviewed with the revised letterboard the four proposals, including the proposal from F&M. F&M’s indication of interest proposed a transaction with an implied purchase price of $20.49 per share to be paid 40% in cash and assist60% in stock, with a fixed exchange ratio for F&M’s stock of 0.3223 and cash consideration of $8.19 per each PPSF common share. The other three indications of interest each proposed an all cash deal, two of which were at $23.00 per PPSF common share (referred to as “Company B” and “Company C”) and the PFSB Boardother for $20.50 per share (referred to as “Company D”). Boenning provided a detailed analysis of each of the bidders on a stand-alone as well as a pro-forma basis when combined with evaluatingPPSF and reviewed the strategic opportunity presented. Representatives of KBW and Vorys, Sater, Seymour and Pease, LLPbidding process that had been conducted. Given that F&M’s proposal included a stock component, Boenning also discussed with the Boardboard the marketrelative valuation, liquidity, dividend policy and legal considerations pertainingearnings per share of F&M’s stock compared to both PPSF and F&M’s peers, as well as the varying tax consequences between stock and cash consideration. Vorys advised the board as to its fiduciary duties and responsibilities in considering a merger under Delaware law. Members of the PPSF board of directors asked various questions of Boenning and Vorys. Following the discussion, the board instructed Boenning to approach each of the bidders and confirm that the bids received represented each bidder’s best and final offer, or whether any of them would be willing to improve its bid with respect to price or other structural elements. In addition, the board specifically instructed Boenning to ask Company B whether it would remove a clause in its bid letter that would require PPSF to have a specified minimum equity level at closing, and ask F&M whether it would allow PPSF shareholders to elect whether to receive cash or stock consideration instead of a fixed combination of cash and stock for each share. Boenning contacted all four parties and their representatives during the meeting. Companies B and C both indicated that they would not be in a position to increase the financial terms of their bids, and Company B declined to waive its minimum equity requirement. Company D indicated a willingness to increase the aggregate value of its bid by up to $300,000, or approximately $0.26 per PPSF common share.

F&M submitted a revised proposal with three distinct combinations of cash and stock, each at a different price, and indicated that the PPSF board could select any of the three options. F&M also agreed to include an election feature whereby PPSF shareholders could individually elect to receive consideration in cash or stock, subject to proration to achieve the desired aggregate consideration mix. Of the three options presented by F&M, the highest bid was $24.00 per PPSF with at least 65% paid in F&M stock and up to 35% in cash. The stock portion would be based on a fixed exchange ratio of 0.6291 F&M shares for each PPSF share. As the other two options presented by F&M were at lower prices with slightly greater amounts of cash consideration, the board determined that the $24.00 option was the most appealing of the three. The board then considered the selected option from F&M against the $23.00 per share bids from Companies B and C, and contemplated the possibility that the fixed exchange ratio in F&M’s proposal could result in a blended per share price of less than $23.00 should F&M’s stock price decline meaningfully before a transaction would be announced. The board instructed Boenning to propose to F&M a collar structure that would increase the stock exchange ratio if the implied blended consideration should fall below $23.10 per share at the time of announcement. The board also instructed Boenning to notify Company D that it had not been chosen. The board meeting was adjourned to allow time for Boenning to engage in further discussions with F&M and its representatives.

On May 18, 2022, Boenning received confirmation from F&M that it would accept the proposed collar structure, subject to reciprocal protection that would decrease the stock exchange ratio if the implied blended consideration should rise above $24.90 per share at announcement. Boenning also received confirmation from Company B that it had agreed to remove the minimum equity requirement from its bid. The board reconvened telephonically to discuss the responses that Boenning had received. Representatives of Boenning and Vorys also participated by telephone. Based on its review of the three remaining indications of interest, including F&M’s increased proposal, the results of the process conducted by Boenning on PPSF’s behalf, and the potential benefits and risks of a merger of PPSF with and into F&M, the PPSF board of directors determined to continue its discussions solely with F&M. The other institutions were advised that PPSF was not interested in continuing discussions of a business combination with them.

On May 19, 2022, PPSF entered into an exclusivity agreement with F&M to allow time for F&M to conduct additional due diligence and begin negotiating a definitive merger agreement. The exclusivity agreement also

provided a collar structure for the time period between the execution of the exclusivity agreement and the signing of the definitive Merger Agreement. The collar provided that the exchange ratio would be fixed at 0.6291 if the F&M stock price was between $35.95 and $40.35 per share as of the last trading session prior to signing the definitive Merger Agreement. However, the exchange ratio would float if the F&M stock price was less than $35.95 per share to maintain a blended implied purchase price per share of $23.10, and to the proposal. After much discussion,extent F&M’s stock price exceeded $40.35 per share, the PFSB Board votedexchange ratio would float to execute the non-binding lettermaintain a blended implied purchase price per share of interest and move forward to the next phase of on-site diligence by$24.90.

On May 24, 2022, F&M.

On-site due diligence by F&M and PFSB commenced on April 1, 2021. In the meantime, on April 13, 2021,&M’s legal counsel, Shumaker, Loop & Kendrick, LLP, legal counsel to F&M, provided aVorys an initial draft of the Merger Agreement. The partiesFrom receipt of the initial draft through June 14, 2022, F&M and PPSF, with the assistance of their respective legal counsels and financial advisors, continued to negotiate the terms of the definitive Merger Agreement and related documents. In addition, F&M and PPSF, with the assistance of their respective legal counsel exchanged comments and negotiated changesfinancial advisors, continued to discuss various matters related to the proposed combination of F&M and PPSF, including the proposed fixed exchange ratio. On June 6, 2022, certain members of PPSF management and Boenning participated in an on-site reverse due diligence review of F&M.

PPSF’s board of directors met on June 14, 2022, to review the draft Merger Agreement. Members of Boenning and Vorys were present in person. During this time, managementthe meeting, the representative of Vorys reviewed with the parties continued discussions. The parties also provided draftsboard of their respective disclosure letters todirectors the terms of the Merger Agreement and discussed other aspectsthe various related agreements contemplated by the Merger Agreement. She also reminded the board of its fiduciary duties under Delaware law. Members of PPSF’s senior management briefed the board on the results of the proposed transactiondue diligence review conducted on F&M. Representatives of Boenning and merger integration issues.

On April 30, 2021,Vorys responded to questions from, and participated in discussions with, the PFSB Board of Directors held a meetingdirectors. The PPSF board discussed the drop in F&M’s market price from $38.15 on May 11, 2022 (the price used to discusscalculate the draft Merger Agreement and related issues. All directors were provided a copy ofpreliminary exchange ratio) to $34.97 on June 13, 2022. The board recognized that, in accordance with the exclusivity agreement, the exchange ratio would likely be adjusted prior to signing the Merger Agreement several days prior tobased upon F&M’s closing stock price on June 14, 2022, but that the meeting. Also present atblended implied purchase price per share would be no less than $23.10. At the meeting, were representatives of KBW and Vorys, Sater, Seymour and Pease, LLP. Vorys, Sater, Seymour and Pease, LLP, discussed the legal standards and responsibilities of the directors with regard to matters before them and provided a comprehensive review of all of the material terms of the Merger Agreement. Representatives of KBW reviewed with the PFSB Board of Directors the process which had been undertaken to that point and reviewed the financial aspects of the proposed transaction, including financial analyses performed by KBW. Vorys, Sater, Seymour and Pease, LLP indicatedBoenning presented its opinion that the Merger Agreement was substantially complete and only minor changes were likely required.

The PFSB BoardConsideration to be received by shareholders of Directors met again in a special meeting on May 4, 2021, to consider the final Merger Agreement. KBW provided a financial presentation, dated May 4, 2021, which included updated financial analyses, to the PFSB Board of Directors and rendered to the PFSB Board of Directors an opinion, which was initially rendered verbally and confirmed in a written opinion, dated May 4, 2021, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the Merger ConsiderationPPSF was fair from a financial point of view, to the holders of PFSB common stock. Vorys, Sater, Seymourview. After careful and Pease, LLP then discussed with eachdeliberate consideration of the PFSB Directorspresentations by Boenning and Vorys as well as the minimal changes tointerests of PPSF’s shareholders, the Merger Agreement since the dateboard of the last Boarddirectors of Directors meeting and reviewed the draft resolutions provided to the Directors prior to the special meeting. The attorneys also reiterated that the directors would need to sign a voting agreement, which would require them to vote their shares in favor of the Merger.

The foregoing discussion of the information and factors considered by the F&M Board of Directors is not intended to be exhaustive, but includes the material factors considered by the F&M Board of Directors. In reaching its decision to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the F&M Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The F&M Board of Directors considered all these factors as a whole, including discussions with, and questioning of, F&M’s management and F&M’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

For the reasons set forth above, the F&M Board of Directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of F&M and its shareholders, and approved and adopted the Merger Agreement.

the proposed mergerMerger and rendered to the PFSB board an oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBWBoenning as set forth in itssuch opinion, the merger consideration to be received in the proposed mergerMerger by the holders of PPSF common stock was fair, from a financial point of view, to the holders of PFSB common stock.such shareholders. The PFSBPPSF board of directors approvedunanimously adopted the merger agreement at this meeting.

The following description of the Boenning fairness opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this documentproxy statement/prospectus and is incorporated herein by reference, and

In conducting its review and arriving at its opinion, KBWBoenning relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to itand representations made or that wasgiven by PPSF and FMAO, and their respective officers, directors, auditors, counsel and other agents, and on publicly available filings, releases and other information issued by PPSF and FMAO, including financial statements, financial projections and stock price data, as well as certain information from recognized independent sources and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBWBoenning relied upon the pro forma financial impact of the Merger on FMAO, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of PFSB as to the reasonablenessPPSF and achievability of the financial and operatingFMAO. Boenning assumed that all forecasts and projections of PFSB referredprovided to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projectionsBoenning were reasonably prepared and representedreflected the best currently available estimates and good faith judgments of suchthe management of PPSF and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBWFMAO as to their most likely future financial performance. Boenning further relied withon the consent of PFSB, upon F&M management as to the reasonableness and achievabilityassurances of the financialrespective management teams of PPSF and operating forecasts and projectionsFMAO that they were not aware of F&M and the estimates regarding certain pro forma financial effects of the merger on F&M (including, without limitation, the cost savings, related expenses and revenue enhancements expected to resultany facts or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumedcircumstances that such forecasts, projections and estimates were reasonably prepared and represented the best currently available estimates and judgmentswould make any of such management and that such forecasts, projections and estimates would be realized in the amounts and in the time periods estimated by such management.

It is understood that the forecasts, projections and estimates of PFSB and F&M that were provided to KBW were not prepared with the expectation of public disclosure and that all such forecasts, projections and estimates were based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those

it speaks to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBWno other period. Boenning did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’sBoenning’s opinion did not address, and KBWBoenning expressed no view or opinion with respect to:

Additionally, Boenning assumed that the Merger is, in all respects, lawful under applicable law. Further, Boenning’s analyses and opinion, and the financial projections on which they were based, did not reflect changes in the operations and projections of PPSF and FMAO subsequent to the date of Boenning’s opinion, including changes that have resulted or may result from the social, political and economic impact of the parties to the merger or any other transaction contemplated by the merger agreement; or

per share of PPSF common stock, (ii) 1,167,025 shares of PPSF common stock outstanding, and (iii) no PPSF stock options outstanding.

The amount and exchange ratio of the stock electionmerger consideration to be paid in the Merger was determined by PPSF and FMAO based on arm’s-length negotiations without any recommendation from Boenning. PPSF imposed no limitations on Boenning’s analyses or upon the scope of $41.75its due diligence in performing its analyses.

In addition to the financial analyses described below, Boenning reviewed with the PPSF board for informational purposes, among other things, the following implied transaction multiples based on the 1.7766x exchange ratio intransaction value for the proposed merger andMerger of $27.0 million:

PFSBPPSF Selected Companies Analysis. Analysis. Using publicly available information, KBWBoenning compared the financial performance, financial condition and market performance of 30 selected publicly-tradedPPSF to eight exchange-traded banks which wereand bank holding companies headquartered in Illinois, Indiana, Kentucky, Michigan, Ohio or Pennsylvania and which hadthe Midwest with total assets betweenless than $300 million, tangible common equity / tangible assets 8% – 16% and $500 million. MergerLTM Core return on average tangible common equity less than 12%, excluding mutuals and merger targets were excluded from(which we refer to as the “PPSF selected companies.companies”).

The PPSF selected companies were as follows (shown by column in descending order of total assets):follows:

In addition, KBW’sBoenning’s analysis showed the following concerning the market performance of PFSBPPSF and the PPSF selected companies (excluding the impactcompanies: