.3
UNAUDITED
PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following is the unaudited pro forma condensed combined financial information for Richmond Mutual Bancorporation, Inc. (“Richmond Mutual”) and The Farmers Bancorp, Frankfort, Indiana (“Farmers Bancorp”), giving effect to the merger of Farmers Bancorp with and into Richmond Mutual. The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2026 gives effect to the merger as if it occurred on that date. The unaudited pro forma condensed combined consolidated statements of income for the three months ended March 31, 2026 and the year ended December 31, 2025 give effect to the merger as if it occurred on January 1, 2025. The actual completion date of the merger was July 1, 2026.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America (“GAAP”). Richmond Mutual is the acquirer for accounting purposes. Certain immaterial reclassifications have been made to the historical financial statements of Farmers Bancorp to conform to the presentation in Richmond Mutual’s financial statements. The historical financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger.
The unaudited pro forma condensed information is based on assumptions and adjustments that are described in the accompanying combined financial notes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The adjustments included in these unaudited pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. In addition, the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment. The unaudited pro forma condensed combined balance sheet has also been adjusted to reflect the preliminary allocation of the estimated purchase price to net assets acquired. The unaudited pro forma condensed combined financial information should not be relied upon as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience.
The final allocation of the purchase price will be determined after completion of thorough analyses to determine the fair value of Farmers Bancorp’s tangible and identifiable intangible assets and liabilities as of the July 1, 2026 acquisition date. Increases or decreases in the estimated fair values of the net assets of Farmers Bancorp as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the purchase price allocated to goodwill and may impact the statements of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Farmers Bancorp’s shareholders’ equity, including results of operations through the date the merger was completed, may also change the purchase price allocation, which may include the recording of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.
The unaudited pro forma condensed combined financial statements should be read together with:
| · | The accompanying notes to the unaudited pro forma condensed combined financial statements; |
| · | Richmond Mutual’s unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2026 and 2025, included in Richmond Mutual’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026; |
| · | Richmond Mutual’s audited historical consolidated financial statements and accompanying notes as of and for the years ended December 31, 2025 and 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025; |
| · | Farmers Bancorp’s unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended March 31, 2026, included in this Current Report on Form 8-K/A; |
| · | Farmers Bancorp’s audited historical consolidated financial statements and accompanying notes as of and for the years ended June 30, 2025 and 2024, included in the Form 424(b)(3) prospectus filed with the Securities and Exchange Commission (“SEC”) by Richmond Mutual on April 15, 2026; |
| · | Other information pertaining to Richmond Mutual and Farmers Bancorp contained in or incorporated by reference into the Form 424(b)(3) prospectus filed with the SEC by Richmond Mutual on April 15, 2026. |
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED
PRO FORMA CONDENSED COMBINED
BALANCE SHEET
As of March 31, 2026
(In thousands)
| Richmond Mutual | Farmers Bancorp | Transaction Accounting Adjustments | Notes | Pro Forma | ||||||||||||||
| ASSETS | ||||||||||||||||||
| Cash and cash equivalents | $ | 34,798 | $ | 71,399 | $ | (10,848 | ) | A | $ | 95,349 | ||||||||
| Interest-earning time deposits | 2,820 | - | - | 2,820 | ||||||||||||||
| Investment securities – available for sale | 245,519 | 203,457 | - | 448,976 | ||||||||||||||
| Investment securities – held to maturity | 2,353 | - | - | 2,353 | ||||||||||||||
| Loans held for sale | 835 | 260 | - | 1,095 | ||||||||||||||
| Loans and leases | 1,191,254 | 794,973 | (15,899 | ) | B | 1,970,328 | ||||||||||||
| Less: Deferred fees, net | (392 | ) | (1,587 | ) | 1,587 | C | (392 | ) | ||||||||||
| Less: Allowance for credit losses | (16,740 | ) | (10,907 | ) | (2,608 | ) | D | (30,255 | ) | |||||||||
| Total loans receivable, net | 1,174,122 | 782,479 | (16,920 | ) | 1,939,681 | |||||||||||||
| Premises and equipment, net | 13,497 | 18,946 | - | E | 32,443 | |||||||||||||
| Goodwill | - | - | 8,189 | F | 8,190 | |||||||||||||
| Federal Home Loan Bank stock | 13,907 | 7,143 | - | 21,050 | ||||||||||||||
| Core deposit intangible (“CDI”), net | - | - | 22,400 | G | 22,400 | |||||||||||||
| Other assets | 31,365 | 41,812 | 1,724 | H | 74,901 | |||||||||||||
| TOTAL ASSETS | $ | 1,519,216 | $ | 1,125,496 | $ | 4,544 | $ | 2,649,256 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||
| LIABILITIES | ||||||||||||||||||
| Deposits | 1,106,365 | 919,598 | (447 | ) | I | 2,025,516 | ||||||||||||
| Borrowings | 256,000 | 95,283 | - | 351,283 | ||||||||||||||
| Subordinated debentures, net of issuance costs | - | 14,790 | - | 14,790 | ||||||||||||||
| Accrued expenses and other liabilities | 11,940 | 11,429 | - | 23,369 | ||||||||||||||
| Total liabilities | 1,374,305 | 1,041,100 | (447 | ) | 2,414,958 | |||||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||||||||
| Common stock | 105 | 2,554 | (2,491 | ) | J | 168 | ||||||||||||
| Additional paid-in capital | 92,989 | 1 | 99,254 | K | 192,244 | |||||||||||||
| Retained earnings | 98,644 | 99,246 | (109,177 | ) | L | 88,713 | ||||||||||||
| Accumulated other comprehensive loss, net | (37,024 | ) | (17,405 | ) | 17,405 | M | (37,024 | ) | ||||||||||
| Unearned ESOP shares | (9,803 | ) | - | - | (9,803 | ) | ||||||||||||
| Total stockholders’ equity | 144,911 | 84,396 | 4,991 | 234,298 | ||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,519,216 | $ | 1,125,496 | $ | 4,544 | $ | 2,649,256 | ||||||||||
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME
For the Three Months Ended March 31, 2026
(In thousands, except per share data)
| Richmond Mutual |
Farmers Bancorp |
Transaction Accounting Adjustments |
Notes | Pro Forma |
||||||||||||||
| Interest income: | ||||||||||||||||||
| Loans and leases | $ | 19,111 | $ | 12,860 | $ | 795 | N | $ | 32,766 | |||||||||
| Investment securities | 1,873 | 1,792 | - | 3,665 | ||||||||||||||
| Other | 178 | 603 | (407 | ) | O | 374 | ||||||||||||
| Total interest income | 21,162 | 15,255 | 388 | 36,805 | ||||||||||||||
| Interest expense: | ||||||||||||||||||
| Deposits | 7,298 | 5,018 | 447 | P | 12,763 | |||||||||||||
| Borrowings | 2,418 | 1,090 | - | 3,508 | ||||||||||||||
| Subordinated debt | - | 150 | - | 150 | ||||||||||||||
| Total interest expense | 9,716 | 6,258 | 447 | 16,421 | ||||||||||||||
| Net interest income | 11,446 | 8,997 | (59 | ) | 20,384 | |||||||||||||
| Provision for credit loan losses | 693 | 350 | - | 1,043 | ||||||||||||||
| Net interest income after provision for credit losses | 10,753 | 8,647 | (59 | ) | 19,341 | |||||||||||||
| Noninterest income: | ||||||||||||||||||
| Service charges on deposit accounts | 322 | 303 | - | 625 | ||||||||||||||
| Card fee income | 317 | 79 | - | 396 | ||||||||||||||
| Loan and lease servicing fees | 94 | 15 | - | 109 | ||||||||||||||
| Net loss on securities | - | - | - | - | ||||||||||||||
| Net gain on loan and leases sales | 173 | 144 | - | 317 | ||||||||||||||
| Trust fees | 360 | 532 | - | 892 | ||||||||||||||
| Other income | 32 | 1,010 | - | 1,042 | ||||||||||||||
| Total noninterest income | 1,298 | 2,083 | - | 3,381 | ||||||||||||||
| Noninterest expense: | ||||||||||||||||||
| Salaries and employee benefits | 4,564 | 4,515 | (119 | ) | Q | 8,960 | ||||||||||||
| Net occupancy expense | 438 | 561 | - | 999 | ||||||||||||||
| Equipment expense | 253 | 385 | - | 638 | ||||||||||||||
| Data processing | 1,192 | 727 | - | 1,919 | ||||||||||||||
| Deposit insurance expense | 285 | 143 | - | 428 | ||||||||||||||
| Legal and professional fees | 458 | 425 | - | 883 | ||||||||||||||
| Other expense | 1,513 | 1,023 | 560 | R | 3,096 | |||||||||||||
| Total noninterest expense | 8,703 | 7,779 | 441 | 16,923 | ||||||||||||||
| Income before income taxes | 3,348 | 2,951 | (500 | ) | 5,799 | |||||||||||||
| Income tax expense | 562 | 443 | (125 | ) | S | 880 | ||||||||||||
| Net income | $ | 2,786 | $ | 2,508 | $ | (375 | ) | $ | 4,919 | |||||||||
| Earnings per common share: | ||||||||||||||||||
| Basic | $ | 0.29 | $ | 1.37 | T | $ | 0.31 | |||||||||||
| Diluted | $ | 0.28 | $ | 1.37 | T | $ | 0.31 | |||||||||||
| Average common shares outstanding: | ||||||||||||||||||
| Basic | 9,678,102 | 1,830,312 | U | 15,901,163 | ||||||||||||||
| Diluted | 9,860,105 | 1,830,312 | U | 16,083,166 | ||||||||||||||
RICHMOND MUTUAL AND FARMERS BANCORP
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF INCOME
For the Year Ended December 31, 2025
(In thousands, except per share data)
| Richmond Mutual |
Farmers Bancorp |
Transaction Accounting Adjustments |
Notes | Pro Forma |
||||||||||||||
| Interest income: | ||||||||||||||||||
| Loans and leases | $ | 77,383 | $ | 51,013 | $ | 3,180 | N | $ | 131,576 | |||||||||
| Investment securities | 7,706 | 6,744 | - | 14,450 | ||||||||||||||
| Other | 818 | 1,624 | (407 | ) | O | 2,035 | ||||||||||||
| Total interest income | 85,907 | 59,381 | (407 | ) | 148,061 | |||||||||||||
| Interest expense: | ||||||||||||||||||
| Deposits | 31,248 | 18,291 | 135 | P | 49,674 | |||||||||||||
| Borrowings | 10,813 | 6,284 | - | 17,097 | ||||||||||||||
| Total interest expense | 42,061 | 24,575 | 135 | 66,771 | ||||||||||||||
| Net interest income | 43,846 | 34,806 | 2,638 | 81,290 | ||||||||||||||
| Provision for credit loan losses | 2,153 | 1,320 | - | 3,473 | ||||||||||||||
| Net interest income after provision for credit losses | 41,693 | 33,486 | 2,638 | 77,817 | ||||||||||||||
| Noninterest income: | ||||||||||||||||||
| Service charges on deposit accounts | 1,266 | 1,169 | - | 2,435 | ||||||||||||||
| Card fee income | 1,317 | 1,763 | - | 3,080 | ||||||||||||||
| Loan and lease servicing fees | 681 | 63 | - | 744 | ||||||||||||||
| Net loss on securities | (156 | ) | - | - | (156 | ) | ||||||||||||
| Net gain on loan and leases sales | 409 | 615 | - | 1,024 | ||||||||||||||
| Trust fees | 1,382 | 2,106 | - | 3,488 | ||||||||||||||
| Other income | 164 | 1,075 | - | 1,239 | ||||||||||||||
| Total noninterest income | 5,063 | 6,791 | - | 11,854 | ||||||||||||||
| Noninterest expense: | ||||||||||||||||||
| Salaries and employee benefits | 18,544 | 16,581 | (477 | ) | Q | 34,648 | ||||||||||||
| Net occupancy expense | 1,456 | 1,735 | - | 3,191 | ||||||||||||||
| Equipment expense | 1,001 | 1,166 | - | 2,167 | ||||||||||||||
| Data processing | 3,789 | 2,868 | - | 6,657 | ||||||||||||||
| Deposit insurance expense | 1,194 | 517 | - | 1,711 | ||||||||||||||
| Legal and professional fees | 1,840 | 2,068 | - | 3,908 | ||||||||||||||
| Other expense | 5,279 | 3,903 | 2,080 | R | 11,262 | |||||||||||||
| Total noninterest expense | 33,103 | 28,838 | 1,603 | 63,544 | ||||||||||||||
| Income before income taxes | 13,653 | 11,439 | 1,035 | 26,127 | ||||||||||||||
| Income tax expense | 2,076 | 1,772 | 259 | S | 4,107 | |||||||||||||
| Net income | $ | 11,577 | $ | 9,667 | $ | 777 | $ | 22,021 | ||||||||||
| Earnings per common share: | ||||||||||||||||||
| Basic | $ | 1.20 | $ | 5.27 | T | $ | 1.38 | |||||||||||
| Diluted | $ | 1.17 | $ | 5.27 | T | $ | 1.38 | |||||||||||
| Average common shares outstanding: | ||||||||||||||||||
| Basic | 9,669,682 | 1,842,531 | U | 15,934,287 | ||||||||||||||
| Diluted | 9,901,266 | 1,842,531 | U | 16,165,871 | ||||||||||||||
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations in accordance with GAAP. The unaudited pro forma condensed combined balance sheet as of March 31, 2026, is presented as if the merger had occurred on that date, and the unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026 and for the year ended December 31, 2025, are presented as if the merger had occurred as of January 1, 2025. The merger was completed on July 1, 2026
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have been achieved had the merger occurred on the dates assumed, nor is it necessarily indicative of the future results of operations or financial position of the combined company.
The pro forma adjustments are preliminary and based on management’s estimates of the fair values of the assets acquired and liabilities assumed as of the acquisition date. These estimates are subject to change as additional information becomes available and as final valuation analyses of tangible and identifiable intangible assets and assumed liabilities are completed. Accordingly, the final fair value adjustments may differ materially from those presented herein.
Under the acquisition method of accounting, Farmers Bancorp’s identifiable assets and liabilities, including any identifiable intangible assets, will be recorded by Richmond Mutual at their respective estimated fair values as of the merger closing date. Because the merger was completed on July 1, 2026, the preliminary purchase price allocation reflected in this unaudited pro forma condensed combined financial information is based on information available as of the date of this filing and has been applied to Farmers Bancorp’s March 31, 2026 historical balance sheet for pro forma presentation purposes. These estimates are subject to adjustment and may vary from the amounts ultimately recorded upon completion of the merger. Potential adjustments may include, but are not limited to, changes in: (i) Farmers Bancorp’s balance sheet through the effective time of the merger; (ii) total merger-related expenses, if consummation and/or implementation costs differ from current estimates; (iii) the fair values of acquired assets and assumed liabilities due to changes in market conditions or additional information; and (iv) the fair value of Richmond Mutual common stock issued as merger consideration.
Certain historical amounts of Farmers Bancorp have been reclassified on a pro forma basis to conform to the presentation and accounting classifications used by Richmond Mutual. The accounting policies of Richmond Mutual and Farmers Bancorp are currently being reviewed. Upon completion of this review, additional conforming adjustments or financial statement reclassifications may be required. The pro forma information does not reflect any potential cost savings, operating synergies, or revenue enhancements that may result from the merger, nor does it reflect the costs that may be incurred to achieve such synergies.
Note 2 – Purchase Price
Each share of Farmers Bancorp common stock has been converted into the right to receive 3.40 shares of Richmond Mutual common stock. Richmond Mutual did not issue any fractional shares of stock in the merger as the value of calculated fractional shares has been paid in cash.
In total, Richmond Mutual issued approximately 6,254,286 shares of Richmond Mutual common stock in the merger, resulting in approximately 16,759,046 shares of Richmond Mutual common stock outstanding after the merger. Richmond Mutual’s June 30, 2026 stock price of $15.88 was used for this presentation to determine the fair value of the stock consideration. The total consideration transferred approximates $100.2 million.
The table below presents a preliminary calculation of estimated merger consideration:
| Share consideration: | Amount | |||
| ($ in thousands) | ||||
| Shares of Farmers Bancorp common stock, including unvested Farmers Bancorp RSU Awards | 1,839,517 | |||
| Exchange ratio | 3.40 | |||
| Richmond Mutual common stock issuable based on exchange ratio | 6,254,358 | |||
| Less: Adjustment for fractional shares settled in cash | (72 | ) | ||
| Richmond Mutual common stock issued | 6,254,286 | |||
| Richmond Mutual’s closing share price on June 30, 2026 | $ | 15.88 | ||
| Preliminary fair value of consideration for outstanding common stock | $ | 99,318 | ||
| Cash consideration for fractional shares | $ | 1 | ||
| Cash consideration for unvested Farmers Bancorp performance share awards | $ | 917 | ||
| Preliminary fair value of estimated total consideration | $ | 100,236 | ||
Note 3 –Purchase Price Allocation of Farmers Bancorp
At the merger effective time, Farmers Bancorp’s assets and liabilities are required to be recorded at their estimated fair values. The assumptions used to determine the relevant estimated fair value adjustments below are discussed in detail in Note 4 – Pro Forma Condensed Combined Financial Information Adjustments. For purposes of the unaudited pro forma condensed combined financial information, the preliminary purchase price allocation has been applied to Farmers Bancorp’s March 31, 2026 historical balance sheet. The fair value of the consideration transferred is based on Richmond Mutual’s closing stock price on June 30, 2026, the day immediately preceding the merger effective date. The excess of the purchase price over the fair value of the net assets acquired is goodwill.
The preliminary estimates of the consideration transferred and the assets acquired and liabilities assumed are summarized in the following table:
| At | ||||||||
| March 31, 2026 | ||||||||
| (In thousands) | ||||||||
| Pro forma purchase price of Farmers Bancorp | ||||||||
| Fair value of Richmond Mutual common stock at $15.88(1) per share for 6,254,286 shares | $ | 99,318 | ||||||
| Cash payment for fractional shares and unvested Farmers Bancorp performance share awards | 918 | |||||||
| Total pro forma purchase price | $ | 100,236 | ||||||
| Fair value of assets acquired: | ||||||||
| Cash | $ | 71,399 | ||||||
| Investment securities available for sale | 203,457 | |||||||
| Loans receivable | 765,819 | |||||||
| CDI assets | 22,400 | |||||||
| Other assets | 69,625 | |||||||
| Total assets and identifiable intangible assets acquired | $ | 1,132,699 | ||||||
| Fair value of liabilities assumed: | ||||||||
| Deposits | $ | 919,151 | ||||||
| Borrowings | 95,283 | |||||||
| Accrued expenses and other liabilities | 26,219 | |||||||
| Total liabilities assumed | $ | 1,040,653 | ||||||
| Fair value of net assets and identifiable intangible assets acquired | $ | 92,046 | ||||||
| The excess of the purchase price over the fair value of the net assets acquired - goodwill(2) | $ | 8,190 | ||||||
__________________________
| (1) | Stock price is as of close of business June 30, 2026. |
| (2) | Goodwill is reflected as a transaction accounting adjustment int the pro forma condensed combined balance sheet. |
Note 4 – Pro Forma Condensed Combined Financial Information Adjustments.
The following pro forma adjustments have been included in the unaudited pro forma condensed combined financial information. Estimated fair value adjustments are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. The following are the pro forma adjustments made to record the transaction and to adjust Farmers Bancorp’s assets and liabilities to their estimated fair values at March 31, 2026.
| A. Adjustments to Cash and cash equivalents | ||||
| To reflect cash payment for all unvested Farmers Bancorp performance share awards. | $ | 917 | ||
| To reflect projected cash used for merger costs. See Note 5 – Merger Costs. | 9,931 | |||
| Total cash and cash equivalents | $ | 10,848 | ||
| B. Adjustments to Loan and lease receivables, excluding allowance for credit losses and fees on loans and leases not yet recognized | ||||
| To reflect the estimated fair value adjustment on loans and leases at merger date. The estimated fair value was determined using portfolio performance and yields compared to market. | $ | (15,899 | ) | |
| C. Adjustments to Deferred loan fees and costs | ||||
| To eliminate Farmers Bancorp’s historical net deferred loan fees and costs. | $ | 1,587 | ||
| D. Adjustments to Allowance for credit losses on loans and leases | ||||
| To eliminate Farmers Bancorp’s historical allowance for credit losses of $10.9 million and record the estimated allowance for credit losses on acquired loans of $13.5 million in accordance with ASC 326. | $ | (2,608 | ) | |
| E. Adjustments to Premises and equipment, net | ||||
| The fair value of premises and equipment acquired has not yet been determined. Accordingly, the historical carrying value is used for purposes of this pro forma presentation. | $ | - | ||
| F. Adjustments to Goodwill | ||||
| To record the estimated goodwill resulting from the merger. | $ | 8,190 | ||
| G. Adjustments to Intangible asset, net | ||||
| To record the estimated fair value of the CDI asset identified in the merger based on currently available information. | $ | 22,400 | ||
| H. Adjustments to Other assets | ||||
| To reflect the estimated tax effects of the purchase accounting adjustments and merger-related expenses, as follows: | ||||
| Estimated tax effect of market value adjustments. | $ | (861 | ) | |
| Total tax effect at 20.7% of merger-related expenses adjusted for non-deductible expenses. | 2,585 | |||
| Total other assets | $ | 1,724 | ||
| I. Adjustment to Deposits | ||||
| To reflect the estimated fair market value adjustment to deposits based on current interest rates | $ | (447 | ) | |
| J. Adjustments to Common Stock | ||||
| To record the issuance of Richmond Mutual common stock as purchase price consideration and to eliminate the common stock of Farmers Bancorp. | $ | 96,701 | ||
| Issuance of Richmond Mutual common stock to Farmers Bancorp shareholders (6,254,286 shares, par value $0.01 per share). | 63 | |||
| Total common stock | $ | 96,764 | ||
| K. Elimination of the historical Farmers Bancorp additional paid-in capital. | $ | (1 | ) | |
| L. Adjustment to Retained Earnings | ||||
| To eliminate the historical Farmers Bancorp retained earnings. | $ | (99,246 | ) | |
| To record adjustment to retained earnings for Richmond Mutual’s estimated merger costs, net of tax. Estimated merger expenses are $9.9 million, net of the tax (assuming an effective tax rate of 20.7% after adjustment for estimated non-deductible expenses of $2.2 million). | (9,931 | ) | ||
| Total retained earnings | $ | (109,177 | ) | |
| M. Adjustment to Accumulated Other Comprehensive Income | ||||
| To eliminate the historical Farmers Bancorp accumulated other comprehensive loss. | $ | 17,405 | ||
For purposes of determining the pro forma effect of the merger on the Income Statement, the following pro forma adjustments have been made as if the acquisition occurred as of the beginning of the period presented:
Income Statements (In Thousands) | ||||||||
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| N. Adjustments to Interest Income: Loans and leases | ||||||||
| To recognize the estimated accretion of fair value adjustments for the acquired loan portfolio. | $ | 795 | 3,180 | |||||
| O. Adjustments to Interest income: Other | ||||||||
| To recognize the reduction in other cash reflected for the merger at an estimated yield of 3.75% annualized. | $ | (407 | ) | (407 | ) | |||
| P. Adjustments to Interest expense: Deposit | ||||||||
| To recognize the reduction in interest expense for the time deposit premium amortization. | $ | 447 | 135 | |||||
| Q. Adjustments to Noninterest expense: Salaries and employee benefit | ||||||||
| To eliminate equity-based compensation expense. | $ | (119 | ) | (477 | ) | |||
| R. Adjustments to Noninterest expense: Other expense | ||||||||
| To reflect estimated CDI asset amortization over ten years. | $ | 560 | 2,080 | |||||
| S. Adjustments to provision for income taxes | ||||||||
| To adjust the provision for income taxes to reflect an estimated effective tax rate of 25% on the pro forma income before income taxes. | $ | (744 | ) | (536 | ) | |||
| T. Earnings per common share: | ||||||||
| Earnings per common share, basic and diluted were calculated using pro forma net income less dividends and undistributed earnings allocated to participating securities divided by the calculated pro forma basic and diluted weighted-average shares outstanding. | ||||||||
| U. Basic and diluted average common shares outstanding | ||||||||
| Basic and diluted weighted-average common shares outstanding were calculated by adding the shares issued by Richmond Mutual in the merger (Farmers Bancorp’s historical weighted-average common shares outstanding multiplied by the exchange ratio) to the historical average Richmond Mutual shares outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025. | ||||||||
Note 5 – Merger Costs
Richmond Mutual anticipates completing the integration of Farmers Bancorp’s operations effective November 2026. Richmond Mutual expects to incur additional merger-related and integration costs in connection with the merger. The timing of recognition of these costs will depend on the nature of the costs and when the related services are received or obligations are incurred. Richmond Mutual has recorded merger-related and integration expenses totaling $2.1 million as of July 1, 2026. Farmers Bancorp recorded acquisition-related expenses totaling $4.5 million prior to the closing of the merger.
The table below reflects Richmond Mutual’s current estimate of the aggregate merger costs of $12.5 million, or $9.9 million net of $2.6 million of income tax benefit, computed using an estimated effective tax rate of 20.7%, after consideration of estimated nondeductible expenses of $2.2 million, expected to be incurred in connection with the merger, which are included in the pro forma financial information. While a portion of these costs may be required to be recognized over time, the current estimate of these costs, primarily comprised of anticipated cash charges, include the following:
| At March 31, 2026 |
||||
| (In thousands) | ||||
| Professional fees | $ | 3,850 | ||
| Change of control payments | 1,831 | |||
| Vesting of restricted stock grants | - | |||
| Severance and retention plan | 800 | |||
| Data processing, termination and conversion | 4,725 | |||
| Other expenses | 1,310 | |||
| Pre-tax merger costs | 12,516 | |||
| Income tax benefit ((assuming an effective tax rate of 20.7% after adjustment for estimated non-deductible expenses of $2.2 million) | 2,585 | |||
| Net merger costs | $ | 9,931 | ||
Richmond Mutual’s current estimate of aggregate merger-related costs is subject to significant uncertainty. While this estimate reflects management’s current expectations regarding the nature and amount of costs expected to be incurred in connection with the merger, the ultimate amount and timing of recognition of such costs will depend on the nature of the costs incurred and the timing of the related activities. The actual costs incurred could differ materially from the current estimate based on the timing and scope of integration activities and other developments following the merger.