UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 4, 2025

 

F&M Bank Corp.

(Exact name of registrant as specified in its charter)

 

Virginia

 

000-13273

 

54-1280811

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

P.O. Box 1111

Timberville, Virginia 22853 

(540) 896-8941 

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

 

Not Applicable 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

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. ☐

 

 

 

 

Item 8.01 Other Events.

 

On June 4, 2025, F & M Bank Corp. (the “Company”) announced that its Board of Directors (the “Board”) has authorized a Stock Repurchase Program (the “Program”) to purchase up to $2.2 million of the Company’s common stock. The Program will be administered in accordance with the terms of Rule 10b-18 and 10b5-1 under the Securities Exchange Act of 1934, as amended and in accordance with all applicable laws and regulations, including the Virginia Stock Corporation Act and the regulations of the Board of Governors of the Federal Reserve System. The Program is effective as of June 4, 2025 and will expire on May 31, 2026, subject to the Board’s authority to suspend, terminate or modify the Program. The Board’s authorization is discretionary and there is no assurance that the Company will repurchase any shares under the Program. The actual means and timing of any purchases, target number of shares and prices or range of prices under the Program will be determined by the Company at its discretion and will depend on a number of factors, including the market price of the Company’s common stock, share issuances under Company equity plans, general market and economic conditions, and applicable legal and regulatory requirements.

 

On June 4, 2025, the Company issued a press release regarding the Program, which press release is included as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description 

99.1

 

Press release dated June 4, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

F & M Bank Corp.

 

 

 

 

 

Date: June 4, 2025

By:

/S/ Lisa F. Campbell

 

 

 

Lisa F. Campbell

Executive Vice President and

Chief Financial Officer

 

 

 

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