Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257767

YOUR VOTE IS VERY IMPORTANT

PROSPECTUS OF FARMERS & MERCHANTS BANCORP, INC. FOR UP

TO 1,833,999 SHARES OF COMMON STOCK AND

PROXY STATEMENT OF PERPETUAL FEDERAL SAVINGS BANK OF URBANA

The Board of Directors of Farmers & Merchants Bancorp, Inc. (“F&M”) and the Board of Directors of Perpetual Federal Savings Bank of Urbana (“PFSB”) have approved an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”), pursuant to which PFSB 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 have a total of 31 banking offices, 20 in Ohio and 11 in Indiana, and have approximately $2.389 billion in assets, $1.657 billion in loans, $1.988 billion in deposits, and total shareholders’ equity of $290 million.

If the Merger Agreement is approved by a majority of the shareholders of PFSB and the Merger is subsequently completed, each share of PFSB common stock (the “PFSB common stock” or “PFSB Shares”) owned by a PFSB shareholder (other than a dissenting share) will be converted into the right to receive at the election of each PFSB shareholder: (i) 1.7766 shares (the “Exchange Ratio”) of F&M common stock (the “F&M common stock” or “F&M Shares”), subject to the requirement that F&M will issue exactly 1,833,999 F&M Shares in the Merger; or (ii) $41.20 in cash. F&M will pay cash for any fractional shares resulting from application of the Exchange Ratio. In the event PFSB shareholders elect to receive more than, or fewer than, the 1,833,999 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 PFSB vote to approve the Merger Agreement. PFSB 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:

September 8, 2021, 1:30 p.m., local time

Perpetual Federal Savings Bank

120 N. Main Street

Urbana, Ohio 43078

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 PFSB 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 PFSB 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. 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 July 26, 2021,

and it is being first mailed to PFSB shareholders on or about July 28, 2021.

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 PFSB shareholders. Accordingly, if you would like to make such a request, please do so by September 1, 2021, 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 YOU CAN FIND ADDITIONAL INFORMATION” on page 103.

PERPETUAL FEDERAL SAVINGS BANK OF URBANA

120 N. Main Street

Urbana, Ohio 43078

NOTICE OF SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON

September 8, 2021

To Our Shareholders:

We will hold a special meeting of the shareholders of Perpetual Federal Savings Bank of Urbana (“PFSB”) on September 8, 2021, at 1:30 p.m. local time, at the offices of PFSB located at 120 N. Main Street, Urbana, Ohio 43078.

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” beginning on page 15 of the accompanying proxy statement and prospectus for a discussion of certain risk factors relating to the Merger.

The Board of Directors of PFSB has fixed the close of business on July 23, 2021, 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 PFSB 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.

As required by Ohio Revised Code sections 1115.11(I) and 1705.85, PFSB 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. A copy of Ohio Revised Code Section 1701.85 is attached as Annex B to the accompanying proxy statement and prospectus. See also “THE MERGER – Rights of Dissenting Shareholders” beginning on page 45 in the accompanying proxy statement and prospectus.

The PFSB Board of Directors recommends that you vote “FOR” (1) approval of the Merger 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

enclosed postage-prepaid envelope. If you attend the special meeting, you may vote in person if you wish, 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

July 26, 2021

Urbana, 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, 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 PFSB 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’s business; and other risks and factors identified in F&M’s filings with the SEC.

Neither F&M nor PFSB 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’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. It also contains important information about what the PFSB Board of Directors 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):

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You should review the background of and reasons for the Merger described in greater detail beginning on page 28.

The PFSB per share value of the Cash Consideration is $41.20. Because the Exchange Ratio is fixed (except for customary anti-dilution adjustments), the value of the Stock Consideration will fluctuate based upon the market price of F&M common stock. The implied per PFSB per share value of the Stock Consideration based upon F&M’s closing stock price on July 22, 2021, the most recent practicable trading day before this proxy statement and prospectus was finalized, was $39.00 per share. No assurance can be given 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 a PFSB shareholder or at any other time. You should obtain current market prices for shares of F&M common stock which is listed on the NASDAQ Capital Market under the symbol “FMAO.”

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Each of the directors of PFSB 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 PFSB 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, PFSB directors had the power to vote, or cause to be voted, 283,453 shares, or approximately 11.48% of the outstanding shares of PFSB common stock.

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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 Urbana

120 North Main Street

Urbana, Ohio 43078

Attention: Michael R. Melvin, President and CEO

Telephone: (937) 653-1700

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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.

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 PFSB 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 PFSB shareholders in the Merger will fluctuate.

If the Merger is completed, PFSB shareholders (other than dissenting shareholders) will receive a number of shares of F&M common stock based on a fixed Exchange Ratio of 1.7766 shares of F&M common stock for each share of PFSB common stock, or $41.20 in cash. Because the market value of F&M common stock may (and likely will) fluctuate, the value of the Stock Consideration you receive for your shares may 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 PFSB 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 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

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March 31, 2021, approximately 82.4% of F&M’s loans and 43.0% of PFSB’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 PFSB 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 PFSB 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 PFSB 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, F&M had approximately $8.3 million and PFSB had approximately $1.3 million (comprised of classified, non-accrual, and impaired loans) 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 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 PFSB 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.

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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. 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 PFSB have incurred 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 include legal, accounting and financial advisory expenses, among others, and which excludes any termination fees, if applicable. Although some of these expenses will not be incurred if the Merger is not completed, others will and such expenses could have a material adverse impact on the financial condition of F&M and PFSB because they would not have realized the expected benefits of the Merger. There can be no assurance 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.

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

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certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements. There can be no assurance that the regulatory approvals and other conditions to consummation of the transaction will be obtained and that the Merger will be completed.

In addition, certain circumstances exist where either F&M or PFSB, individually, or F&M and PFSB, mutually, may choose to terminate the Merger Agreement, including the acceptance of a superior acquisition proposal by PFSB and if greater than 10% of the outstanding shares of PFSB common stock exercise their dissenters’ rights in accordance with ORC 1701.85. See “THE MERGER AGREEEMENT—Termination; Waiver; Amendment” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated. There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

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

If the Merger Agreement is terminated by PFSB due to its acceptance of a superior acquisition proposal or by F&M due to the failure of PFSB’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 PFSB has agreed to pay F&M a $4,250,000 termination fee. The payment of the termination fee could have a material adverse effect on PFSB’s financial condition, and there can be no assurance that PFSB 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.

Until the completion of the Merger, with some exceptions, PFSB 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, PFSB has agreed to pay a termination fee of $4,250,000 to F&M if the PFSB Board of Directors 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 PFSB even though such other companies might be willing to offer greater value to PFSB’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’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 PFSB or F&M currently.

Upon completion of the Merger, holders of PFSB 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, 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. 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, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the

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SEC and incorporated by reference into this proxy statement and prospectus. See the documents incorporated by reference in this proxy statement and prospectus and referred to under “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 103.

PFSB shareholders who receive the Stock Consideration will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

PFSB’s shareholders currently have the right to vote in the election of the PFSB Board of Directors and on certain other matters affecting PFSB. When the Merger occurs, each PFSB shareholder who receives the Stock Consideration will become a shareholder of F&M with a percentage ownership of the combined organization that is smaller than the shareholder’s percentage ownership of PFSB. Because of this, PFSB’s shareholders who receive the Stock Consideration will have less influence over the management and policies of F&M than they now have over the management and policies of PFSB.

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 Corporation and Ohio Division of Financial Institutions. 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’s directors and executive officers have interests in the Merger that may differ from the interests of PFSB’s shareholders.

PFSB shareholders should be aware that some of PFSB’s executive officers and directors have interests in the Merger and have arrangements that are different from, or in addition to, those of PFSB shareholders generally. PFSB’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 PFSB 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.

PFSB 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 PFSB or F&M. These uncertainties may impair PFSB’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 PFSB or F&M to seek to change existing business relationships with PFSB or F&M. Retention of certain employees by PFSB or F&M may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with PFSB 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 PFSB or F&M, PFSB’s and/or F&M’s business could be harmed. In addition, subject to certain exceptions, each of PFSB and F&M has agreed to operate its business in

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the ordinary course prior to closing. See “THE MERGER AGREEMENT—Restrictions Affecting the Parties Prior to Completion of the Merger” on page 53 for a description of the restrictive covenants applicable to PFSB and F&M while the Merger is pending.

The opinion of PFSB’s financial advisor delivered to PFSB’s Board of Directors before the execution of the Merger Agreement does not reflect any changes in circumstances subsequent to the date of the opinion.

The opinion of KBW regarding the fairness, from a financial point of view, of the Merger Consideration in the Merger was delivered to PFSB’s Board of Directors on, and was dated, May 4, 2021. Changes in the operations and prospects of F&M and PFSB, general market and economic conditions and other factors which are both within and outside of the control of F&M and PFSB may alter the relative value of the companies. KBW’s opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion.

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

Upon completion of the Merger, PFSB 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 PFSB common stock may be different from the rights associated with F&M common stock. Please see “COMPARISON OF COMMON STOCK” beginning on page 93 for a discussion of the different rights associated with F&M common stock.

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

Each of the conditions to the obligations of F&M and PFSB to complete the Merger may, to the extent permitted by applicable law, be waived in writing by agreement by F&M and PFSB, 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 PFSB may amend, modify, or supplement the Merger Agreement. The boards of directors of F&M and PFSB 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, however, generally do not expect any such waiver, amendment, modification, or supplement to be significant enough to require re-solicitation of PFSB’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’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

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Merger Consideration. In addition, PFSB would be treated as having sold its assets and liquidated and would recognize taxable gain or loss on the sale of its assets. Any tax obligation incurred by PFSB on the sale of its assets under such a scenario would be assumed by F&M Bank in the Merger.

PFSB shareholders will have dissenters’ rights in the Merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. The shareholders of PFSB will have the rights accorded to dissenting shareholders under ORC Sections 1115.11(I) and 1701.85. The fair value determined through a judicial proceeding may be more or less than the consideration offered under the Merger Agreement. As a result, F&M bears the risk that payments owed to dissenting shareholders may exceed the consideration outlined in this proxy statement and prospectus.

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THE PFSB SPECIAL MEETING

Special Meeting of Shareholders of

PFSB

General Information

We are furnishing this document to the shareholders of PFSB in connection with the solicitation by the Board of Directors of PFSB of proxies for use at the PFSB special meeting of shareholders to be held on September 8, 2021, at 1:30 p.m. local time, at the offices of PFSB located at 120 N. Main Street, Urbana, Ohio 43078. This document is first being mailed to PFSB shareholders on July 28, 2021, and includes the notice of PFSB 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, PFSB will merge into F&M Bank. 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.

Record Date, Voting Rights, Quorum, and Vote Required

PFSB has fixed July 23, 2021, as the record date for determining those PFSB shareholders entitled to notice of, and to vote at, the special meeting. Accordingly, if you were an PFSB shareholder of record at the close of business on July 23, 2021, you will be entitled to notice of and to vote at the special meeting. Each share of PFSB 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 2,470,032 shares of PFSB common stock outstanding held by approximately 639 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 majority of the outstanding shares of PFSB 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 PFSB 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 PFSB 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 PFSB common stock owned by each of them of record or beneficially, including shares owned by certain other persons over which they have voting

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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, 283,453 shares, or approximately 11.48% of the outstanding shares of PFSB common stock. See “THE MERGER AGREEMENT—Voting Agreement” on page 56.

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 PFSB 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 PFSB shareholder, you should have received a proxy card for use at the PFSB 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 PFSB 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 PFSB 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 PFSB 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

PFSB will bear the entire cost of soliciting proxies from and mailing proxies to its shareholders in connection with the PFSB 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, 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.

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Recommendation of the PFSB Board of Directors

PFSB’s Board of Directors has approved the Merger Agreement. PFSB’s Board of Directors believes that the Merger is fair to and in the best interests of PFSB and its shareholders. The Board recommends that the PFSB shareholders vote “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal. See “THE MERGER— PFSB’s Reasons for the Merger” on page 31.

Other Matters

The special meeting of PFSB shareholders has been called for the purposes set forth in the Notice to PFSB 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 PFSB 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 PFSB Common Stock by Certain Shareholders

The following table shows, as of the date of this proxy statement and prospectus, the beneficial ownership of PFSB common stock of each person who beneficially owns more than five percent (5%) of PFSB’s outstanding common stock, each PFSB director, each of the executive officers of PFSB 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 PFSB common stock. The address for the directors and executive officers is c/o Perpetual Federal Savings Bank of Urbana, 120 North Main Street, Urbana, Ohio 43078.

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MERGER PROPOSAL

PFSB is asking its shareholders to approve the Merger Proposal. Holders of PFSB 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 PFSB unanimously approved and adopted the Merger Agreement and determined it to be advisable and in the best interest of PFSB and its shareholders. See “THE MERGER—PFSB’s Reasons for the Merger; Recommendation of PFSB’s Board of Directors” included elsewhere in this proxy statement and prospectus for a more detailed discussion of the PFSB Board of Directors’ recommendation.

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

ADJOURNMENT PROPOSAL

The PFSB 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 PFSB special meeting to approve the Merger Proposal.

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

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

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

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THE MERGER

At the special meeting, the shareholders of PFSB 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, F&M’s and F&M Bank’s Boards of Directors, PFSB will merge with and into F&M Bank and the separate corporate existence of PFSB 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 PFSB shareholders (other than dissenting shareholders) will have the right, with respect to each of their shares of PFSB common stock, to receive at their election but subject to proration, without interest, (i) 1.7766 shares (the “Exchange Ratio”) of F&M common stock, or $41.20 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 PFSB Shares outstanding. In the Merger exactly 1,833,299 F&M Shares will be issued (the “Aggregate Stock Consideration”) in exchange for 1,032,308 PFSB Shares and the balance of 1,437,724 of the PFSB Shares will be exchanged for the Cash consideration.

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 PFSB 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.

F&M will not issue fractional shares to PFSB shareholders. Instead, PFSB common shareholders will receive for each fractional share an amount in cash determined by multiplying (i) the fractional interest by (ii) $41.20.

If you receive the Stock Consideration as a portion of the Merger Consideration for your shares of PFSB 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 July 22, 2021, the most recent practicable trading day before this proxy statement and prospectus was finalized, was $39.00 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 PFSB 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 PFSB common stock in exchange for old certificates (or shares in book entry form) representing shares of PFSB common stock. Within three (3) business days following the effective date of the Merger, 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 PFSB common stock. The letter of transmittal will contain instructions for use in effecting the surrender of PFSB stock certificates (or shares in

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book entry form) in exchange for the Merger Consideration to which such person is entitled pursuant to the Merger Agreement. Within ten (10) business days following the later of the effective date of the Merger or the surrender to the Exchange Agent of the old certificate(s) (or shares in book entry form) representing shares of PFSB common stock for cancellation, together with such letter of transmittal duly executed and completed, the holder of such old certificate(s) (or shares in book entry form) will be provided evidence of shares in book entry form representing shares of F&M common stock if any, received in the Merger, and/or a check for the cash portion of the Merger Consideration ($41.20 per share) if any, received in the Merger, together with any cash to be paid in lieu of fractional shares, pursuant to the Merger Agreement, and the old certificate (or shares in book entry form) will be canceled.

Until you surrender your PFSB stock certificates (or shares in book entry form) for exchange, you will accrue, but will not be paid, any dividends or other distributions declared after the effective time of the Merger with respect to F&M common stock into which any of your shares may have been converted. In addition, until you surrender your PFSB stock certificates (or shares in book entry form) for exchange, you will not be paid the cash portion of the Merger Consideration ($41.20 per share) that may be payable to you and any cash to be paid in lieu of fractional shares. When you surrender your PFSB stock certificates (or shares in book entry form), F&M will pay any unpaid dividends or other distributions, without interest. After the completion of the Merger, there will be no transfers on the stock transfer books of PFSB of any shares of PFSB common stock.

If a certificate for PFSB common stock has been lost, stolen or destroyed, F&M will issue the consideration properly payable under the Merger Agreement to the registered owner of such certificate upon receipt of an affidavit of lost stock certificate, in form and substance satisfactory to F&M, and upon compliance by the PFSB shareholder with all procedures historically required by PFSB in connection with lost, stolen or destroyed certificates.

Merger Consideration Elections and Allocations

Because the number of FM Shares to be issued in the Merger is fixed, the Merger Agreement provides for allocation of the FM Shares to be issued based upon each PFSB shareholder’s election and certain proration procedures. Once the Election Period concludes, the Merger Consideration to be received by each PFSB shareholder will be determined in accordance with the terms of the Merger Agreement.

If the aggregate number of PFSB Shares for which stock elections are received would cause the aggregate number of F&M Shares to be issued as Merger Consideration to exceed the Aggregate Total Stock Consideration, then all elections made to receive the Cash Consideration, and all PFSB Shares for which no election was submitted (the “Non-Election Shares”), will be converted into the right to receive the Cash Consideration. And all elections made by a PFSB shareholder to receive Stock Consideration will be reduced prorata until the number of F&M Shares to be issued equals the Aggregate Total Stock Consideration with the remaining number of such shareholders’ election to receive the Stock Consideration converted into the right to receive the Cash Consideration.

If the aggregate number of PFSB Shares for which stock elections are received would cause the aggregate number of F&M Shares to be issued as Merger Consideration to be less than the Aggregate Total Stock Consideration (referred to herein as the “Shortfall Number”), then all elections made to receive the Stock Consideration will be converted into the right to receive the Stock Consideration. If the Shortfall Number is equal to or less than the Non-Election Shares then all shares which elected to receive the Cash Consideration will receive the cash Consideration and the Non-Election Shares will be converted, prorata, into the Stock Consideration up to the Shortfall Number and the balance of the Non-Election Shares will receive the Cash Consideration. If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and all elections to receive the Cash 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&M Shares being issued as Merger Consideration equals the Aggregate Stock Consideration.

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Conversion of Shares; Exchange of Certificates; Election Procedures

Prior to the Election Period, the Exchange Agent will mail to each holder of record of PFSB Shares an Election Form and a letter of transmittal and instructions for use in surrendering for exchange their certificates for PFSB Shares, together with an election form. Holders of uncertificated PFSB Shares shall be mailed an Election Form. The letter of transmittal will specify that the risk of loss and title to the certificates for PFSB Shares will pass only upon delivery of such certificates for PFSB Shares as specified in the letter of transmittal. Each Election Form will permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Stock Consideration with respect to any number of such holder’s PFSB Shares specified in the Election Form, (ii) elect to receive the Cash Consideration with respect to any number of such holder’s PFSB Shares specified in the Election Form, or (iii) indicate that such holder makes no election as to such holder’s PFSB Shares. The Election Period is the period that F&M and PFSB will establish, occurring between the date of mailing of these proxy materials and the tenth business day immediately preceding the Effective Time, during which holders of PFSB Shares may validly elect the form of Merger Consideration to be received for PFSB Shares. Any election will have been properly made only if the Exchange Agent has actually received a properly completed Election Form accompanied by one or more certificates for PFSB Shares, if such PFSB Shares are certificated, by 5:00 p.m. Eastern Time on the last day of the Election Period (the “Election Deadline”). A submitted Election Form may be revoked or changed by written notice to the Exchange Agent only if such revocation or change is actually received by the Exchange Agent by the Election Deadline. PFSB Shares as to which a holder does not submit a properly completed Election Form accompanied by, if applicable, certificates for PFSB Shares by the Election Deadline will be Non-Election Shares. The Exchange Agent will make all determinations as to when any election, modification or revocation has been received and whether any such election, modification or revocation has been properly made.

Effect of the Merger on F&M Shareholders

The approval of the F&M shareholders of the Merger Agreement is not required in order to complete the Merger. F&M shareholders will also not be entitled to exchange their shares of F&M common stock for any consideration as a result of the Merger. After the Merger, F&M shareholders will continue to own the same number of F&M shares they owned before the Merger.

Background of the Merger

Over the last several years, consistent with past practice, management has engaged with representatives of various investment banking firms to keep abreast of equity market trends, industry peer performance and the mergers and acquisitions market. And, over the years, management has been open to meeting with executive management of potential partner banks to discuss matters of mutual interest.

In May 2020, the PFSB Board of Directors invited representatives of KBW to a board meeting to provide a market update, discuss in general terms the market conditions for mergers and acquisitions in the financial services industry and in particular the possibility for PFSB to effect a business combination as a potential acquiror or as a potential target of a larger financial institution, and to discuss potential strategic opportunities that might enhance value for PFSB’s shareholders. These opportunities included, among other alternatives, continuing as an independent institution, growing internally and through acquisitions, or affiliating with another institution. During this discussion, representatives of KBW reviewed with the PFSB Board the financial ability of certain potential strategic partners to acquire PFSB based on publicly available information. The KBW representatives also informed the PFSB Board that, during prior informal discussions not specifically related to PFSB, F&M senior management had informed KBW representatives of its strategic interest in the general market area in which PFSB operates. Following this discussion, PFSB’s President and CEO, Michael R. Melvin, agreed to meet with Lars B. Eller, the President and CEO of F&M. In the summer of 2020, representatives of KBW introduced PFSB management to F&M management for a general discussion of strategic opportunities between the parties. After this meeting, both companies focused on internally executing existing business strategies amidst the COVID operating environment.

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In November 2020, representatives of KBW updated PFSB’s management regarding the mergers and acquisitions 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 review 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&M in the initial non-binding letter of interest.

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, Vorys, Sater, Seymour and Pease, LLP, together with representatives of KBW to attend a special PFSB Board meeting on March 12, 2021, to review the revised letter of interest and assist the PFSB Board with evaluating the strategic opportunity presented. Representatives of KBW and Vorys, Sater, Seymour and Pease, LLP discussed with the Board the market and legal considerations pertaining to the proposal. After much discussion, the PFSB Board voted to execute the non-binding letter of interest and move forward to the next phase of on-site diligence by F&M.

On-site due diligence by F&M and PFSB commenced on April 1, 2021. In the meantime, on April 13, 2021, Shumaker, Loop & Kendrick, LLP, legal counsel to F&M, provided a draft of the Merger Agreement. The parties and their legal counsel exchanged comments and negotiated changes to the draft Merger Agreement. During this time, management of the parties continued discussions. The parties also provided drafts of their respective disclosure letters to the Merger Agreement and discussed other aspects of the proposed transaction and merger integration issues.

On April 30, 2021, the PFSB Board of Directors held a meeting to discuss the draft Merger Agreement and related issues. All directors were provided a copy of the Merger Agreement several days prior to the meeting. Also present 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 indicated that the Merger Agreement was substantially complete and only minor changes were likely required.

The PFSB Board 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 Consideration was fair, from a financial point of view, to the holders of PFSB common stock. Vorys, Sater, Seymour and Pease, LLP then discussed with each of the PFSB Directors the minimal changes to the Merger Agreement since the date of the last Board 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.

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Thereafter, the PFSB Board of Directors considered the resolutions concerning the transaction. The PFSB Board of Directors then approved the Merger Agreement and related transactions and authorized Mr. Melvin to execute and deliver the Merger Agreement and take the other actions necessary to effect the Merger.

PFSB and F&M executed the Merger Agreement on May 4, 2021 and announced the transaction publically.

F&M’s Reasons for the Merger

In reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the F&M Board of Directors consulted with F&M management and considered a number of factors, including the following material factors:

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.

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PFSB’s Reasons for the Merger; Recommendation

After careful consideration, PFSB’s Board of Directors, at a meeting held on May 4, 2021, determined that the Merger Agreement is advisable, fair to, and in the best interests of PFSB and its shareholders. Accordingly, PFSB’s Board of Directors adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that PFSB shareholders vote “FOR” the approval of the Merger Proposal. In reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and to recommend that its shareholders approve the Merger Proposal, the PFSB Board of Directors evaluated the Merger and the Merger Agreement in consultation with PFSB’s management, as well as PFSB’s financial and legal advisors, and considered a number of factors, including the following material factors:

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The PFSB Board of Directors also considered a number of potential risks and uncertainties associated with the Merger, including, without limitation, the following:

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In considering the recommendation of the PFSB Board of Directors, you should be aware that certain directors and officers of PFSB may have interests in the Merger that are different from, or in addition to, interests of PFSB shareholders generally and may create potential conflicts of interest. The PFSB Board of Directors was aware of these interests and considered them when evaluating and negotiating the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and in recommending to PFSB’s shareholders that they vote in favor of the Merger Proposal. See “THE MERGER — Interests of Certain Persons in the Merger,” beginning on page 47.

The foregoing discussion of the factors considered by the PFSB Board of Directors is not intended to be exhaustive, but, rather, includes the material factors considered by the PFSB Board of Directors. In reaching its decision to adopt and approve the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, the PFSB 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 PFSB Board of Directors considered all these factors as a whole, including through its discussions with, and questioning of, PFSB’s management and PFSB’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 PFSB Board of Directors has adopted and approved the Merger Agreement, the Merger and the transactions contemplated thereby, and recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Opinion of PFSB’s Financial Advisor

PFSB engaged KBW to render financial advisory and investment banking services to PFSB, including an opinion to the PFSB board of directors as to the fairness, from a financial point of view, to the holders of PFSB common stock of the merger consideration in the proposed merger of PFSB with and into F&M. PFSB selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the telephonic meeting of the PFSB board of directors held on May 4, 2021, at which the PFSB board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the PFSB board an opinion 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 consideration in the proposed merger was fair, from a financial point of view, to the holders of PFSB common stock. The PFSB board of directors approved the merger agreement at this meeting.

The description of the 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 document and is incorporated herein by reference, and

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describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the PFSB board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to the holders of PFSB common stock. It did not address the underlying business decision of PFSB to engage in the merger or enter into the merger agreement or constitute a recommendation to the PFSB board of directors in connection with the merger, and it does not constitute a recommendation to any holder of PFSB common stock or any shareholder or stockholder of any other entity as to how to vote or act in connection with the merger or any other matter (including, with respect to holders of PFSB common stock, what election any such shareholder should make with respect to the cash election consideration or the stock election consideration), nor does it constitute a recommendation regarding whether or not any such shareholder or stockholder should enter into a voting, shareholders’, or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder or stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of PFSB and F&M and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of PFSB and F&M regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist PFSB with soliciting indications of interest from third parties regarding a potential transaction with PFSB.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available 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. KBW relied upon the management of PFSB as to the reasonableness and achievability of the financial and operating forecasts and projections of PFSB referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of PFSB, upon F&M management as to the reasonableness and achievability of the financial and operating forecasts and projections 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 result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that such forecasts, projections and estimates were reasonably prepared and represented the best currently available estimates and judgments 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

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set forth in such information. KBW assumed, based on discussions with the respective managements of PFSB and F&M and with the consent of the PFSB board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on PFSB and F&M. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either PFSB or F&M since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with PFSB’s consent, that the aggregate allowances for loan and lease losses for PFSB and F&M are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of PFSB or F&M, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of PFSB or F&M under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of PFSB that PFSB relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to PFSB, F&M, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

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KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the merger consideration in the merger to the holders of PFSB common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction, including without limitation, the form or structure of the merger (including the form of merger consideration or the allocation thereof between cash and stock) or any such related transaction, any consequences of the merger or any such related transaction to PFSB, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

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In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, PFSB and F&M. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the PFSB board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the PFSB board of directors with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between PFSB and F&M and the decision of PFSB to enter into the merger agreement was solely that of the PFSB board of directors.

The following is a summary of the material financial analyses presented by KBW to the PFSB board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the PFSB board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below includes information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $41.43 per outstanding share of PFSB common stock, or $102.3 million in the aggregate, calculated by taking the weighted average (based on the aggregate stock consideration provided for in the merger agreement of 1,833,999 shares of F&M common stock) of (i) the implied value of the stock election consideration of $41.75 based on the 1.7766x exchange ratio in the proposed merger and the closing price of F&M common stock on April 30, 2021 and (ii) the cash election consideration of $41.20.

PFSB Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of 30 selected publicly-traded banks which were headquartered in Illinois, Indiana, Kentucky, Michigan, Ohio or Pennsylvania and which had total assets between $300 million and $500 million. Merger targets were excluded from the selected companies.

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

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To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter (“MRQ”) or latest 12 months (“LTM”) available or as of the end of such periods and market price information as of April 30, 2021. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios (subsidiary bank level data necessary to calculate Total Capital Ratio was also unreported for seven of the selected companies). Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in PFSB’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of PFSB and the selected companies:

KBW’s analysis showed the following concerning the financial condition of PFSB and, to the extent publicly available, the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of PFSB and the selected companies (excluding the impact of the LTM EPS multiple for one of the selected companies, which multiple was considered not meaningful because it was greater than 30.0x):

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No company used as a comparison in the above selected companies analysis is identical to PFSB. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

F&M Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of F&M to 15 selected major exchange-traded banks which were headquartered in the Midwest United States and which had total assets between $1.5 billion and $3.0 billion. Merger targets were excluded from the selected companies.

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

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter or the latest 12 months available or as of the end of such periods and market price information as of April 30, 2021. KBW also used 2021 and 2022 earnings per share (“EPS”) estimates taken from consensus “street estimates” for F&M and the selected companies to the extent publicly available (consensus “street” estimates were not publicly available for three of the selected companies). Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios (subsidiary bank level data necessary to calculate Total Capital Ratio was also unreported for one of the selected companies). Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in F&M’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of F&M and the selected companies:

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KBW’s analysis also showed the following concerning the financial condition of F&M and, to the extent publicly available, the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of F&M and, to the extent publicly available, the selected companies:

No company used as a comparison in the above selected companies analysis is identical to F&M. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis. KBW reviewed publicly available information related to 14 selected bank and thrift transactions in Illinois, Indiana, Kentucky, Michigan, Ohio and Pennsylvania announced since January 1, 2019 with announced deal values between $50 million and $200 million.

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The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction:

KBW also reviewed the price per common share paid for the acquired company for the six selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one day market premium). The resulting transaction multiples and premiums for the selected transactions were compared with the corresponding transaction multiples and premiums for the proposed merger based on the implied transaction value for the merger of $41.43 per outstanding share of PFSB common stock on a weighted average basis and using historical financial information for PFSB as of or for the 12 months ended March 31, 2021 and the closing price of PFSB common stock on April 30, 2021.

The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for one of the selected transactions, which multiple was considered not meaningful because it was greater than 30.0x):

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No company or transaction used as a comparison in the above selected transaction analysis is identical to PFSB or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of F&M and PFSB to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet and income statement data for F&M and PFSB as of or for the quarter ended March 31, 2021, (ii) financial forecasts and projections of F&M and PFSB provided by F&M management and PFSB management, respectively, and (iii) market price information as of April 30, 2021. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of F&M and PFSB shareholders in the combined company based on the aggregate stock consideration provided for in the merger agreement of 1,833,999 shares of F&M common stock and also with the implied pro forma ownership percentages of F&M and PFSB shareholders in the combined company hypothetically assuming 100% stock consideration in the merger for illustrative purposes:

Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of F&M and PFSB. Using (i) closing balance sheet estimates as of September 30, 2021 for F&M and PFSB provided by F&M management and PFSB management, respectively, (ii) financial forecasts and projections of F&M and PFSB provided by F&M management and PFSB management, respectively, and (iii) pro forma assumptions (including, without limitation, the cost savings, related expenses and revenue enhancements expected to result from the merger and certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by F&M management, KBW analyzed the potential financial impact of the merger on certain projected

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financial results of F&M. This analysis indicated the merger could be accretive to F&M’s estimated 2022 EPS and estimated 2023 EPS and could be dilutive to F&M’s estimated tangible book value per share at closing as of September 30, 2021. Furthermore, the analysis indicated that, pro forma for the merger, each of F&M’s tangible common equity to tangible assets ratio, Tier 1 Leverage Ratio, Common Equity Tier 1 Ratio, Tier 1 Capital Ratio and Total Risk-based Capital Ratio at closing as of September 30, 2021 could be lower. For all of the above analysis, the actual results achieved by F&M following the merger may vary from the projected results, and the variations may be material.

PFSB Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of PFSB to estimate a range for the implied equity value of PFSB. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of PFSB provided by PFSB management, and assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i) the present value of the estimated excess capital available for dividends that PFSB could generate over the period from September 30, 2021 through December 31, 2025 as a standalone company, and (ii) the present value of PFSB’s implied terminal value at the end of such period. KBW assumed that PFSB would maintain a tangible common equity to tangible asset ratio of 10.42% and would retain sufficient earnings to maintain that level. In calculating the terminal value of PFSB, KBW applied a range of 10.0x to 12.0x PFSB’s estimated 2026 earnings. This dividend discount model analysis resulted in a range of implied values per share of PFSB common stock of $36.53 to $42.97.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of PFSB.

F&M Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of F&M to estimate a range for the implied equity value of F&M. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of F&M provided by F&M management, and assumed discount rates ranging from 11.0% to 15.0%. The range of values was derived by adding (i) the present value of the estimated excess capital available for dividends that F&M could generate over the period from September 30, 2021 through December 31, 2025 as a standalone company, and (ii) the present value of F&M’s implied terminal value at the end of such period. KBW assumed that F&M would maintain a tangible common equity to tangible asset ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of F&M, KBW applied a range of 11.0x to 13.0x F&M’s estimated 2026 earnings. This dividend discount model analysis resulted in a range of implied values per share of F&M’s common stock of $20.24 to $25.94.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of F&M or the pro forma combined company.

Miscellaneous. KBW acted as financial advisor to PFSB and not as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, PFSB and F&M. In addition, as a market maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of F&M for its and their own respective accounts and for the accounts of its and their respective customers and clients. KBW employees may also from time to time maintain individual positions in PFSB and F&M. As PFSB was previously been informed by KBW, as of the date of KBW’s opinion, such positions currently include an individual position in shares of PFSB Common Stock held by a senior member of the KBW advisory team providing services to PFSB in connection with the proposed merger.

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Pursuant to the KBW engagement agreement, PFSB agreed to pay KBW a total cash fee equal to 1.00% of the aggregate merger consideration, $150,000 of which became payable to KBW with the rendering of its opinion, and the balance of which is contingent upon the closing of the merger. PFSB also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the present engagement, KBW did not provide investment banking or financial advisory services to PFSB during the two years preceding the date of its opinion. During the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to F&M. KBW may in the future provide investment banking and financial advisory services to PFSB or F&M and receive compensation for such services.

Rights of Dissenting Shareholders

Shareholders of PFSB are entitled to certain dissenters’ rights pursuant to Sections 1115.11(I) and 1701.85 of the ORC. Section 1701.85 generally provides that shareholders of PFSB will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to take any one of the required steps may result in the termination or waiver of such rights. Specifically, any PFSB shareholder who is a record holder of PFSB common shares on the record date for the PFSB special meeting and whose shares are not voted in favor of the adoption of the Merger Proposal may be entitled to be paid the “fair cash value” of such PFSB common shares after the effective time of the Merger. To be entitled to such payment, a shareholder must deliver a written demand for payment to PFSB before the vote on the adoption of the Merger Proposal is taken at the PFSB special meeting and must otherwise comply with Section 1701.85. Any written demand must specify the shareholder’s name and address, the number and class of shares held by him or her on the record date, and the amount claimed as the “fair cash value” of such PFSB common shares. See the text of Section 1701.85 of the ORC attached as Annex B to this proxy statement and prospectus for specific information on the procedures to be followed in exercising dissenters’ rights.

If PFSB so requests, dissenting shareholders must submit their share certificates to PFSB within 15 days of such request, for endorsement on such certificates by PFSB that demand for appraisal has been made. Failure to comply with such request will terminate the dissenting shareholders’ rights. Such certificates will be promptly returned to the dissenting shareholders by PFSB. If PFSB and any dissenting shareholder cannot agree upon the “fair cash value” of the PFSB common shares, either may, within three months after service of demand by the shareholder, file a petition in the Court of Common Pleas of Champaign County, Ohio, for a determination of the “fair cash value” of such dissenting shareholder’s PFSB common shares. The fair cash value of a PFSB common share to which a dissenting shareholder is entitled under Section 1701.85 will be determined as of the day prior to the special meeting. The court may appoint one or more appraisers to determine the “fair cash value” and, if the court approves the appraisers’ report, judgment will be entered for the “fair cash value”, and the costs of the proceedings, including reasonable compensation of the appraisers, will be assessed or apportioned as the court considers equitable. PFSB shareholders should be aware that investment banker opinions as to the fairness from a financial point of view of the consideration payable in a transaction such as the Merger are not opinions as to, and do not address in any manner, “fair cash value” under the ORC.

If a PFSB shareholder exercises his or her dissenters’ rights under Section 1701.85, all other rights with respect to such shareholder’s PFSB common shares will be suspended until PFSB purchases the shares, or the right to receive the fair cash value is otherwise terminated. Such rights will be reinstated should the right to receive the fair cash value be terminated other than by the purchase of the shares.

The foregoing description of the procedures to be followed in exercising dissenters’ rights pursuant to Section 1701.85 of the ORC may not be complete and is qualified in its entirety by reference to the full text of Section 1701.85 attached as Annex B to this proxy statement and prospectus.

If an PFSB shareholder does not strictly comply with each of the conditions described above, the shareholder will not be entitled to dissenters’ rights under ORC Section 1701.85. If you execute and return

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the enclosed proxy but do not specify a choice on the Merger Proposal, you will be deemed to have voted in favor of the Merger and, accordingly, to have waived your dissenters’ rights, unless you revoke the proxy prior to it being voted. Accordingly, if you return the enclosed proxy and wish to dissent from the Merger, you must vote your PFSB shares against the Merger Proposal or abstain from voting.

This summary of the rights of dissenting shareholders addresses all material features of the applicable Ohio dissenters’ rights statute, but does not contain a description of all requirements of the dissenters’ rights statute and is qualified in its entirety by reference to the full text of the statutory provisions attached to this document as Annex B.

If you wish to exercise dissenters’ rights with respect to the Merger and you fail to comply with the statutory requirements for exercising dissenters’ rights, you will lose such rights. Accordingly, PFSB shareholders who may wish to exercise dissenters’ rights should consider seeking legal counsel.

Registration of F&M Common Stock

Shares of F&M common stock to be issued to PFSB shareholders in the Merger will be registered under the Securities Act. These shares may be traded freely without restriction by those PFSB shareholders not considered to be “affiliates” of F&M under the Securities Act after the Merger is complete. At the present time, there are no persons involved in the management of PFSB who are anticipated to be an “affiliate” of F&M after the Merger, other than the PFSB director that is appointed to the Board of Directors of F&M and F&M Bank pursuant to the terms of the Merger Agreement.

Regulatory Approvals

The Merger cannot be completed until F&M Bank receives necessary regulatory approvals, which include the approval of the ODFI and the FDIC. On June 3, 2021, F&M Bank filed applications with both the ODFI and the FDIC, which applications were accepted on June, 11, 2021 and June 21, 2021 by the FDIC and ODFI, respectively, but F&M cannot be certain when or if such approval will be obtained.

After the FDIC’s approval is received, the Merger cannot be completed for 30 days. During this 30-day waiting period, the United States Department of Justice has the authority to challenge the Merger on antitrust grounds. With the approval of the FDIC and the Department of Justice, the waiting period can be reduced to 15 days.

The approval of the ODFI and the FDIC is not the opinion of the regulatory authorities that the Merger is favorable to the PFSB and F&M shareholders from a financial point of view or that the ODFI or the FDIC has considered the adequacy of the terms of the Merger. The approvals in no way constitute an endorsement or a recommendation of the Merger by the FDIC.

Effective Time of the Merger

The Merger will be consummated if the Merger Proposal is approved by the PFSB shareholders, all required consents and approvals are obtained and all other conditions to the Merger are either satisfied or waived. The Merger will become effective when a certificate of merger is filed by the Ohio Superintendent of Banks with the Ohio Secretary of State or at such later date and time as may be specified in the certificate of merger. The closing of the Merger will likely occur in the month in which any applicable waiting period following the last approval of the Merger expires or on such other date as agreed to by the parties. We currently anticipate that the Merger will be effective in the fourth quarter of 2021. However, completion of the Merger could be delayed if there is a delay in obtaining the required shareholder or regulatory approvals or in satisfying the other conditions to completion of the Merger. PFSB and F&M have the right, subject to certain conditions, to terminate the Merger Agreement if the Merger is not completed by December 31, 2021.

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Accounting Treatment of the Merger

F&M will account for the Merger under the “acquisition” method of accounting in accordance with United States generally accepted accounting principles. Using the acquisition method of accounting, the assets (including identified intangible assets) and liabilities of PFSB will be recorded by F&M at their respective fair values at the time of the completion of the Merger. The excess of F&M’s purchase price over the net fair value of the tangible and identified intangible assets acquired over liabilities assumed will be recorded as goodwill.

The NASDAQ Capital Market Listing

F&M will file a notification with the NASDAQ Capital Market regarding the issuance of F&M common stock in the Merger. Following the Merger, the F&M shares issued to PFSB shareholders will be listed on the NASDAQ Capital Market.

Registration Statement

F&M has filed a Registration Statement on Form S-4 with the SEC in order to register the shares of F&M common stock to be issued pursuant to the Merger under the Securities Act. Because F&M common stock is listed on the NASDAQ Capital Market, it is exempt from the statutory registration requirements of each state in the United States. Therefore, F&M has not taken any steps to register its stock under state laws.

Interests of Certain Persons in the Merger

When considering the recommendation of the Board of Directors of PFSB, you should be aware that certain of the directors and officers of PFSB have interests in the Merger other than, or in addition to, their interests as PFSB shareholders, pursuant to certain agreements and understandings that are set forth in the Merger Agreement. These interests are different from, or may be in conflict with, your interests as a PFSB shareholder. The members of PFSB’s Board of Directors and the F&M’s Board of Directors were aware of these additional interests, and considered them, when they approved the Merger Agreement. Except as follows, to the knowledge of PFSB, the officers and directors of PFSB do not have any material interest in the Merger apart from their interests as shareholders.

Agreements with PFSB and F&M. Michael R. Melvin, the President and CEO of PFSB, and Christine A. Phelps, the Executive Vice President of PFSB, each have employment agreements with PFSB that provide for a payment and insurance continuation if their employment is terminated following a change in control. These benefits under the employment agreements are cutback to the extent necessary to avoid adverse tax consequences under Internal Revenue Code Section 280G. Pursuant to the terms of the Merger Agreement, PFSB will enter into agreements with Mr. Melvin and Ms. Phelps to terminate these agreements in exchange for cash payments, payable immediately prior to the Effective Time, equal to the aggregate value of the amounts that would have been payable under the employment agreements if their employment had been terminated. Mr. Melvin is entitled to receive a lump sum payment of $964,867.80 and Ms. Phelps a lump sum payment of $463,514.51.

Indemnification and Continued Director and Officer Liability Coverage. From and after the effective time of the Merger, F&M has agreed to indemnify and advance expenses to each person who is now, or who has been at any time before the effective time of the Merger, an officer or director of PFSB for all actions taken by any such officer or director prior to the effective time of the Merger in their respective capacities as officers and/or directors of PFSB to the same extent as PFSB currently provides for indemnification of its officers and directors.

In addition, F&M has agreed to use its reasonable best efforts to include PFSB’s present and former directors and officers on its existing insurance, or to obtain directors’ and officers’ liability insurance “tail” policy coverage for PFSB’s present and former directors and executive officers, for a period of six (6) years, which will provide the directors and officers with coverage containing terms no less advantageous than the

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coverage currently provided by PFSB to such directors and officers for claims based on activity prior to the effective time of the Merger. However, F&M has no obligation during the 6-year period to pay an aggregate amount in premiums which is more than 1.5 times the annual amount spent by PFSB to maintain its current directors’ and officers’ insurance coverage immediately prior to the Effective Time of the Merger. If F&M is unable to obtain the coverage described above, F&M has agreed to use its reasonable best efforts to obtain as much comparable insurance as is available.

After the Merger, PFSB’s officers, directors and employees who become officers, directors or employees of F&M or its subsidiaries shall have the same directors and officers insurance coverage and indemnification protection that F&M provides to other officers, directors and employees of F&M or its subsidiaries.

Board Appointment. The Merger Agreement obligates F&M to appoint one of PFSB’s board members to the board of directors of F&M and F&M Bank. Such director, as a non-employee director of F&M, will receive standard annual retainer and meeting attendance fees for service on the boards of directors of F&M and F&M Bank. The following is the current director fee structure of F&M nonemployee directors:

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THE MERGER AGREEMENT

The following summary highlights certain material provisions of the Merger Agreement. Because this is a summary of the Merger Agreement, it does not contain a description of all of the terms of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement. You should read carefully the entire Merger Agreement, which is attached to this document as Annex A and is incorporated herein by reference.

Description of the Merger

Under the terms and subject to the conditions of the Merger Agreement approved by each of PFSB’s and F&M’s Boards of Directors, PFSB will merge with and into F&M Bank and the separate corporate existence of PFSB 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, respectively, after the Merger.

Representations and Warranties

The Merger Agreement contains some customary representations and warranties made both by PFSB and F&M, including representations and warranties relating to:

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The representations and warranties in the Merger Agreement will not survive the effective date of the Merger or the termination of the Merger Agreement. After the effective date of the Merger or termination of the Merger Agreement, none of the parties to the Merger Agreement, or the respective officers and directors of any of them will have any liability for any of their representations and warranties made in the Merger Agreement unless the Merger Agreement is terminated as a result of a willful breach, in which case the non-breaching party may recover appropriate damages from the breaching party.

Conditions to Completion of the Merger

F&M’s and PFSB’s obligations to complete the Merger are subject to the satisfaction of the following conditions, among other things, at or prior to the effective time of the Merger:

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The conditions to completion of the Merger are subject to waiver by the party benefiting from such condition. The conditions may also be altered by the written agreement of both parties. If these and other conditions are not satisfied or waived, F&M and/or PFSB may terminate the Merger Agreement. See “THE MERGER AGREEMENT—Termination; Waiver; Amendment,” “THE MERGER—Regulatory Approvals,” “THE MERGER—Interests of Certain Persons in the Merger,” “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES,” and Annex A.

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Termination; Waiver; Amendment

F&M and PFSB may terminate the Merger Agreement at any time before the Merger is completed, including after the PFSB shareholders have approved the Merger, if one of the events which gives the party the right to terminate occurs. The Merger Agreement may be terminated:

Upon termination for any of these reasons, the Merger Agreement will be void and of no further force or effect. However, if either F&M or PFSB willfully breaches any of the representations and warranties or

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agreements set forth in the Merger Agreement, then the other party will be entitled to recover appropriate damages for the breach. Notwithstanding the foregoing, if F&M terminates the Merger Agreement under item 9 above or if PFSB terminates the Merger Agreement in accordance with item 8 above, PFSB must pay F&M $4,250,000 as a termination fee to reimburse F&M for the considerable time and expense invested by F&M in furtherance of the Merger.

F&M and PFSB can agree to amend the Merger Agreement and can waive their right to require the other party to adhere to the terms and conditions of the Merger Agreement, where the law allows. However, F&M and PFSB cannot amend the Merger Agreement after the PFSB shareholders approve the Merger without their further approval if the amendment would decrease the Merger Consideration, except as otherwise provided in the Merger Agreement, or materially adversely affect the rights of PFSB shareholders or the tax consequences of the Merger to the shareholders of PFSB.

Restrictions Affecting the Parties Prior to Completion of the Merger

The Merger Agreement contains a number of restrictions regarding the conduct of the business of F&M, F&M Bank, PFSB until the Merger is completed. Among other items and subject to certain limited exceptions, PFSB may not take any of the following actions, without the prior written consent of F&M:

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This discussion of the restrictions imposed by the Merger Agreement is not intended to be exhaustive, but includes material restrictions imposed on the parties. Please refer to the Merger Agreement, attached as Annex A, for a complete listing of the restrictions.

Agreement Not to Solicit Other Offers

PFSB has agreed that it will not, whether directly or indirectly, solicit, encourage, or facilitate inquiries or proposals, or enter into an agreement with respect thereto, or initiate or participate in any negotiations or discussions with any third party regarding other acquisition proposals, or furnish any information to a third party proposing or seeking an acquisition proposal. PFSB may, however, provide such information (subject to a customary confidentiality agreement) or participate in such negotiations or discussion in response to an unsolicited acquisition proposal, which does not otherwise violate the non-solicitation terms of the Merger Agreement, if the PFSB Board of Directors determines in good faith, after consultation with outside legal counsel, that such action is necessary in order to act in a manner consistent with the directors’ fiduciary duties. Additionally, PFSB must notify F&M as soon as reasonably practicable if it receives any request for information or any inquiry, proposal, discussion, or indication of interest with respect to any acquisition proposal from a third party, and also advise F&M of the material terms and conditions and identity of the third party with respect to such request or acquisition proposal.

Moreover, prior to obtaining shareholder approval, PFSB may, under certain specified circumstances, withdraw, modify, or change in a manner adverse to F&M, its recommendation to its shareholders with respect to the Merger Proposal and/or terminate the Merger Agreement in order to enter into an acquisition agreement with respect to an acquisition proposal from a third party, if the PFSB Board of Directors determines in good faith, after consultation with outside legal counsel, that such acquisition proposal is more favorable to PFSB shareholder than the Merger and that it is necessary in order to act in a manner consistent with the directors’ fiduciary duties. However, PFSB cannot take any of those actions in response to a superior acquisition proposal unless (i) it provides F&M with notice and a ten-business-day period to engage in good faith negotiations so that the Merger and the other transactions contemplated by the Merger Agreement may still be effected and (ii) at the end of such ten-business-day period, PFSB’s Board of Directors continues to reasonably believe that the acquisition proposal at issue constitutes a superior acquisition proposal.

Fees and Expenses

F&M and PFSB will pay their own fees, costs, and expenses incurred in connection with the Merger, including the fees of any investment bankers engaged by such party.

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Management After the Merger

F&M Bank will be the surviving corporation in the Merger and PFSB’s separate corporate existence will cease. Accordingly, the directors and officers of PFSB will no longer serve in such capacities after the completion of the Merger.

The directors of F&M and F&M Bank immediately prior to the Mergers will continue to be the directors of F&M and F&M Bank following the Merger until they resign or until their respective successors are duly elected and qualified. However, the Merger Agreement obligates F&M to appoint one director from the PFSB Board, to the F&M and F&M Bank Boards of Directors.

The officers of F&M and F&M Bank immediately prior to the Merger will continue to be the officers of F&M and F&M Bank following the Mergers until they resign or until their successors are duly elected and qualified.

Indemnification and Insurance of PFSB Directors and Officers

From and after the effective time of the Merger, F&M has agreed to indemnify and advance expenses to each person who is now, or who has been at any time before the effective time of the Merger, an officer or director of PFSB for all actions taken by any such officer of director prior to the effective time of the Merger in their respective capacities as officers and/or directors of PFSB to the same extent as PFSB currently provides for indemnification of its officers and directors.

In addition, F&M has agreed to use its reasonable best efforts to include PFSB’s present and former directors and officers on its existing insurance, or to obtain directors’ and officers’ liability insurance “tail” policy coverage for PFSB’s present and former directors and executive officers, for a period of six (6) years, which will provide the directors and officers with coverage containing terms no less advantageous than the coverage currently provided by PFSB to such directors and officers for claims based on activity prior to the effective time of the Merger. However, F&M has no obligation during the 6-year period to pay an aggregate amount in premiums which is more than 1.5 times the annual amount spent by PFSB to maintain its current directors’ and officers’ insurance coverage immediately prior to the Effective Time of the Merger. If F&M is unable to obtain the coverage described above, F&M has agreed to use its reasonable best efforts to obtain as much comparable insurance as is available.

After the Merger, PFSB’s officers and employees who become officers, directors or employees of F&M or its subsidiaries shall have the same directors and officers insurance coverage and indemnification protection that F&M provides to other officers, directors and employees of F&M or its subsidiaries.

Employee Benefit Plans

The Merger Agreement provides, subject to discretionary decisions of F&M, that the current employees of PFSB who continue as employees of F&M or its subsidiaries following the Merger will be entitled to participate in the employee benefit plans of F&M and F&M Bank. With respect to each employee benefit plan or benefit arrangement maintained by F&M in which employees of PFSB subsequently participate, for purposes of determining eligibility, vesting, vacation and severance entitlement, F&M will ensure that service with PFSB will be treated as service with F&M; provided, however, that service with PFSB shall not be treated as service with F&M for purposes of benefit accrual, except with respect to vacation and severance benefits.

Prior to the Effective Time of the Merger, PFSB will cause the PFSB Profit Sharing and Retirement Plan to be terminated. PFSB employees will be permitted, subject to certain conditions, to make direct rollover contributions to the 401(k) plan maintained by F&M from the terminated PFSB Profit Sharing and Retirement Plan .

Except for Mr. Melvin and Ms. Phelps and other employees receiving change in control, severance or similar payment in connection with the closing of the Merger, subject to delivery of a termination and release

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agreement to F&M by the entitled employee, employees who are still employed by PFSB and who F&M or F&M Bank elect not to employ after the Effective Time or do not accept employment with F&M or F&M Bank because F&M or F&M Bank’s offer of employment was for less favorable compensation or at a location that is more than 25 miles from such employee’s location of employment immediately prior to the Effective Time or who are terminated other than for cause within six (6) months after the Effective Date; and (ii) who sign and deliver a termination and release agreement in a form acceptable to F&M, shall be entitled to severance pay equal to two (2) weeks of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with PFSB with a minimum of four (4) weeks and a maximum of twenty-six (26) weeks.

After the Merger, COBRA continuation coverage is available for each qualified employee or former employee of PFSB and to their respective qualified beneficiaries entitled to such coverage under applicable federal law.

Voting Agreement

Each of the directors of PFSB 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 PFSB 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, PFSB directors had the power to vote, or cause to be voted, 283,453 shares, or approximately 11.48% of the outstanding shares of PFSB common stock. Additionally, pursuant to the voting agreement, each of the directors of PFSB has agreed not to sell, assign, transfer, dispose, or otherwise convey, or cause, permit, authorize, or approve of the sale, assignment, transfer, disposition, or other conveyance of, any of their shares of PFSB common stock, or interest therein, to any other person without F&M prior written consent.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

Tax Consequences of the Merger

This section describes the intended, material U.S. federal income tax consequences of the Merger to F&M, F&M Bank, PFSB, and U.S. holders of PFSB common stock who exchange their PFSB common stock for F&M common stock, cash or a combination of F&M common stock and cash pursuant to the Merger. F&M, F&M Bank and PFSB intend for the Merger to be treated as a reorganization within the meaning of Section 368(a)(2)(D) of the Internal Revenue Code, and F&M, F&M Bank and PFSB intend that each will be a “party to a reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. The closing of the Merger is conditioned upon the receipt by F&M of an opinion of Shumaker, Loop & Kendrick, LLP and the receipt by PFSB of an opinion of Vorys, Sater, Seymour and Pease LLP, addressed to the shareholders of PFSB, in each case dated as of the closing date of the Merger, substantially to the effect that, on the basis of facts, representations and assumptions set forth in that opinion (including factual representations contained in certificates of officers of F&M and PFSB), the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. This section summarizes the matters addressed in the tax opinions of Shumaker, Loop & Kendrick, LLP and Vorys, Sater, Seymour and Pease LLP, filed as exhibits to the registration statement of which this proxy statement and prospectus is a part.

There is a lack of binding administrative and judicial authority addressing the qualification under Section 368(a)(2)(D) of the Internal Revenue Code of transactions substantially similar to the Merger, specifically with regard to (i) the impact of PFSB’s excess liquid capital (cash or marketable securities held by PFSB in excess of that capital required to support its business operations and to meet bank regulatory capital requirements) on the application of the requirement that F&M Bank acquire substantially all of the properties of PFSB, and (ii) the ability of the parties to utilize the value of F&M common stock on the last business day before the first day the Merger Agreement was a binding contract, for purposes of measuring continuity of interest under the fixed consideration provisions of applicable Treasury Department regulations.

If the Merger is not respected as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code, then PFSB shareholders would recognize a gain or loss for federal income tax purposes equal to the difference between the Merger Consideration received, including the Stock Consideration, and such U.S. holder’s tax basis in PFSB common stock surrendered in exchange for the Merger Consideration. In addition, PFSB would be treated as having sold its assets and liquidated and would recognize taxable gain or loss on the sale of its assets. Any tax obligation incurred by PFSB on the sale of its assets under such a scenario would be assumed by F&M Bank in the Merger.

F&M, F&M Bank and PFSB have not requested and do not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger and the tax opinions of Shumaker, Loop & Kendrick, LLP and Vorys, Sater, Seymour and Pease LLP are not binding on the IRS. Consequently, there is no assurance of the accuracy of the anticipated U.S. federal income tax consequences to F&M, F&M Bank, PFSB, and the U.S. holders of PFSB common stock described in this proxy statement/prospectus.

The following discussion is based on the Internal Revenue Code, its legislative history, existing and proposed Treasury Department regulations promulgated thereunder, published IRS rulings, and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

For purposes of this discussion, the term “U.S. holder” is a beneficial owner of PFSB common stock who, for U.S. federal income tax purposes is:

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If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds PFSB common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partnership, or a partner in such partnership, holding PFSB common stock, you should consult your tax advisor.

Holders of PFSB common stock that are not U.S. holders may have different tax consequences than those described above and are urged to consult their own tax advisors regarding the tax treatment to them under U.S. and non-U.S. laws.

This discussion is addressed only to those PFSB shareholders who hold their PFSB common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment), and does not address all of the U.S. federal income tax consequences that may be relevant to particular PFSB shareholders in light of their individual circumstances or to PFSB shareholders who are subject to special rules, such as:

In addition, this discussion does not address any alternative minimum tax, the Medicare tax on investment income, state, local or non-U.S. tax laws or the application of any U.S. federal taxes other than U.S. federal income taxes (such as U.S. federal estate or gift taxes). Determining the actual tax consequences of the Merger to a holder of PFSB common stock may be complex. All holders of PFSB common stock should consult their tax advisors as to the specific tax consequences of the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local, foreign and other tax laws. In

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addition, because a holder of PFSB common stock may receive a mix of cash and stock despite having made a cash election or stock election, it will not be possible for holders of PFSB common stock to determine the specific tax consequences of the Merger to them at the time of making the election.

Reorganization Treatment

The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and F&M, F&M Bank and PFSB are each intended to be a “party to a reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. If the intended reorganization treatment is respected by the IRS and the courts, then the material U.S. federal income tax consequences will be as follows:

U.S. Federal Income Tax Consequences to F&M, F&M Bank and PFSB.

No gain or loss will be recognized by F&M, F&M Bank or PFSB as a result of the Merger. The tax basis of the assets of PFSB in the hands of F&M Bank will be the same as the tax basis of such assets in the hands of PFSB immediately prior to the Merger. The holding period of the assets of PFSB to be received by F&M will include the period during which such assets were held by PFSB.

U.S. Federal Income Tax Consequences to PFSB Shareholders who Receive Only F&M Common Stock.

A U.S. holder of PFSB common stock who receives solely F&M common stock in the Merger will recognize no gain or loss with respect to F&M common stock such U.S. holder receives pursuant to the Merger (with respect to cash received in lieu of a fractional F&M common share, see “— Cash In Lieu of Fractional Shares” below). The tax basis of the F&M common stock received by such a U.S. holder of PFSB common stock in the exchange will be equal (except for the tax basis attributable to any fractional F&M common share, as discussed below) to the tax basis of PFSB common stock surrendered by such U.S. holder in exchange for F&M common stock. The holding period of the F&M common stock received by such a U.S. holder (including any fractional F&M common share) will include the holding period of PFSB common stock surrendered in exchange for F&M common stock.

U.S. Federal Income Tax Consequences to PFSB Shareholders who Receive Only Cash.

A U.S. holder of PFSB common stock who receives solely cash in exchange for all of its PFSB common stock, or properly exercises its dissenters’ rights, and does not constructively own F&M’s common stock after the Merger (see “— Possible Dividend Treatment” below), will recognize a gain or loss for federal income tax purposes equal to the difference between the cash received and such U.S. holder’s tax basis in PFSB common stock surrendered in exchange for the cash. Such gain or loss will be a capital gain or loss. Such gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period is more than one year. Long-term capital gain of certain non-corporate holders of PFSB common stock, including individuals, generally is taxed at preferential rates. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.

U.S. Federal Income Tax Consequences to PFSB Shareholders who Receive a Combination of Cash and F&M Common Stock.

A U.S. holder of PFSB common stock will recognize gain (but not loss) with respect to the F&M common stock and cash such U.S. holder receives pursuant to the Merger, in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the F&M common stock and the amount of cash received by such U.S. holder (other than cash received in lieu of a fractional F&M common share), exceeds such U.S. holder’s basis in its PFSB common stock, and (ii) the amount of cash received by such U.S. holder (other than any cash received in lieu of a fractional F&M common share, as discussed under “— Cash In Lieu of Fractional Shares” below). Subject to possible dividend

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treatment (as discussed under “— Possible Dividend Treatment” below), gain that U.S. holders of PFSB common stock recognize in connection with the Merger generally will constitute capital gain and will constitute long-term capital gain if such U.S. holders have held their PFSB common stock for more than one year at the effective time of the Merger. Long-term capital gain of certain non-corporate holders of PFSB common stock, including individuals, generally is taxed at preferential rates.

The tax basis of the F&M common stock received by a U.S. holder of PFSB common stock in the Merger (including a fractional F&M common share, if any, deemed issued and redeemed by F&M) will be the same as the tax basis of the PFSB common stock surrendered in exchange for the F&M common stock and cash, reduced by the amount of cash received by such U.S. holder in the Merger (other than any cash received in lieu of a fractional F&M common share), and increased by any gain recognized by such U.S. holder in the Merger (including any portion of the gain that is treated as a dividend (as described below), but excluding any gain or loss resulting from the deemed issuance and redemption of a fractional F&M common share). The holding period for F&M common stock received by such U.S. holder (including a fractional F&M common share, if any, deemed to be issued and redeemed by F&M) will include such U.S. holder’s holding period for PFSB common stock surrendered in exchange for the F&M common stock. If a U.S. holder of PFSB common stock acquired different blocks of PFSB common stock at different times or at different prices, any gain or loss will be determined separately with respect to each block of PFSB common stock. In computing the amount of gain recognized, if any, a U.S. holder of PFSB common stock may not offset a loss realized on one block of stock against the gain realized on another block of stock. U.S. holders of PFSB common stock should consult their tax advisors regarding the manner in which F&M common stock and cash received in the Merger should be allocated among different blocks of PFSB common stock and regarding their bases and holding periods in the particular shares of F&M common stock received in the Merger.

Cash in Lieu of Fractional Shares

A U.S. holder of PFSB common shares who receives cash in lieu of a fractional share of F&M common stock generally will be treated as having received such fractional share and then having received such cash in redemption of such fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu of the fractional share and the portion of the U.S. holder’s aggregate adjusted basis in the PFSB common stock surrendered that is allocable to the fractional share. Subject to possible dividend treatment (as discussed below under “– Possible Dividend Treatment”), such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for its PFSB common stock exceeds one year at the effective time of the Merger. Long-term capital gain of certain non-corporate holders of PFSB common stock, including individuals, generally is taxed at preferential rates. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.

Possible Dividend Treatment

In some cases described above, the gain recognized by a U.S. holder of PFSB common shares could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Internal Revenue Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of certain constructive ownership rules, U.S. holders of PFSB common stock should consult with their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Backup Withholding and Reporting Requirements

Under certain circumstances, cash payments made to a U.S. holder of PFSB common stock pursuant to the Merger may be subject to backup withholding at a rate of 24% of the cash payable to the U.S. holder (including any cash received in lieu of a fractional F&M common share), unless the U.S. holder furnishes its taxpayer identification number in the manner prescribed in applicable Treasury Department regulations, and such

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U.S. holder otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not an additional tax and will be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. A U.S. holder of PFSB common stock who receives F&M common stock as a result of the Merger will be required to retain records pertaining to the Merger, including records relating to the number of shares and the tax basis of such U.S. holder’s PFSB common stock under Treasury Department regulations section 1.368-3. Each U.S. holder of PFSB common stock who is required to file a U.S. federal income tax return and who is a “significant holder” that receives F&M common stock in the Merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury Department regulations section 1.368-3 setting forth such U.S. holder’s basis in the PFSB common stock surrendered, the fair market value of the F&M common stock and cash received in the Merger, and certain other information.

The preceding discussion of material U.S. federal income tax consequences of the Merger is included in this proxy statement and prospectus for general information only, and is intended only as a summary of material U.S. federal income tax consequences of the Merger to a U.S. holder of PFSB common stock. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Each PFSB shareholder should consult with his, her or its own tax advisor regarding the specific tax consequences to the shareholder of the Merger, including the application and effect of state, local and foreign income and other tax laws.

DESCRIPTION OF F&M

The following information should be read with the financial statements incorporated by reference into this proxy statement and prospectus.

Business

F&M is a financial holding company headquartered in Archbold, Ohio that was organized in 1985. F&M’s common stock is listed on the NASDAQ Capital Market under the symbol “FMAO.” For federal income tax purposes, F&M is taxed as a C corporation under the Internal Revenue Code. F&M is the parent holding company of F&M Bank, an Ohio chartered commercial bank, which opened for business in Archbold, Ohio, in 1897, and F&M Risk Management, Inc., a captive insurance company founded in December 2014. F&M Bank has a total of 30 banking locations with 18 in Northwest Ohio and 12 in Northeast Indiana. F&M Bank’s business activities are currently limited to one significant business segment, which is community banking. F&M Bank also operates FM Investment Services as a division of its operations. FM Investment Services offers non-deposit investment and insurance products.

As of March 31, 2021, F&M had consolidated assets of approximately $1.993 billion, deposits of $1.684 billion and shareholders’ equity of $246.8 million. As of March 31, 2021, F&M and its subsidiaries had 344 full-time equivalent employees.

F&M’s principal office is located at 307 North Defiance Street, Archbold, Ohio 43502. Its telephone number is (419) 446-2501.

Incorporation of Certain Information Regarding F&M by Reference

The foregoing information concerning F&M does not purport to be complete. Additional information relating to F&M’s business, management, executive officer and director compensation, voting securities and certain relationships is incorporated by reference in this document from other documents filed by F&M with the SEC and listed under “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 103. If you desire copies of any of these documents, you may contact F&M at its address or telephone number indicated under “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page 103.

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DESCRIPTION OF PFSB

The following information should be read with the financial statements included within this proxy statement and prospectus.

Business

PFSB is an Ohio state chartered commercial bank headquartered in Urbana, Ohio. PFSB common stock is traded on the OTC Pink^®Open Market. PFSB’s sole business activity is community banking.

PFSB operates from a single location at 120 N. Main Street, Urbana, Ohio. PFSB’s primary business activity is the origination of one-to-four family residential real estate loans and farm real estate loans and, to a lesser extent, non-farm non-residential real estate loans, agricultural loans, commercial loans, and consumer loans.

PFSB’s primary regulator is the Federal Deposit Insurance Corporation and its primary state regulator is the Ohio Division of Financial Institutions.

As of March 31, 2021, we had total consolidated assets of $390.60 million, net loans of $321.57 million, total deposits of $304.56 million, total FHLB advances of $6.00 million, and total shareholders’ equity of $79.10 million and had 20 full-time equivalent employees.

The principal executive offices of PFSB are located at 120 North Main Street Urbana, Ohio 43078. The telephone number for PFSB is (937) 653-1700.

Changes in or Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with PFSB’s independent accountants on accounting and financial disclosures.

Market for Common Equity and Related Shareholder Matters

Shares of PFSB common stock are traded on the OTC Pink^®Open Market.

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Subject to certain limitations set forth in the Merger Agreement, PFSB intends to continue its policy of paying quarterly dividends and an annual special dividend; however, future cash dividend payments will depend upon a number of factors, including, but not limited to, capital requirements, regulatory limitations, PFSB’s financial condition, results of operations.

The following table presents high and low pricing information for PFSB common stock on May 3, 2021, the business day before the Merger was publicly announced, and July 22, 2021 the last practicable day for which information was available prior to the date of this proxy statement and prospectus from an arm’s length sales transaction, based upon the information provided above.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is presented by management of PFSB to focus on the financial condition of PFSB. as of and for the six-month period ended March 31, 2021 and as of and for the years ended September 30, 2020 and September 30, 2019, and its results of operations for the six-month periods ended March 31, 2021 and March 31, 2020 and as of and for the years ended September 30, 2020 and September 30, 2019. This discussion and analysis is intended to highlight and supplement information presented elsewhere in this proxy statement and prospectus, particularly the audited and unaudited financial statements and related notes appearing herein. This discussion and analysis contains forward-looking statements reflecting PFSB management’s current expectations that involve certain risks, uncertainties and other factors, including those set forth under “Forward-Looking Statements,” “Risk Factors” and elsewhere in this proxy statement and prospectus may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. PFSB assumes no obligation to update any of these forward-looking statements.

Overview

We are an Ohio state chartered commercial bank headquartered in Urbana, Ohio. We provide a broad range of financial services tailored to meet the needs of small businesses, farmers and consumers. Since our inception in 1878, our priority has been and continues to be serving the financial needs of the people of Champaign County Ohio, while creating shareholder value through the effective and ongoing development of an attractive consumer and commercial bank in our markets. We currently operate out of a single location at 120 North Main Street, Urbana, Ohio.

As of March 31, 2021, we had total consolidated assets of $390.60 million, net loans of $321.57 million, total deposits of $304.56 million, total FHLB advances of $6.00 million, and total shareholders’ equity of $79.10 million.

We generate most of our revenues from interest income on loans, customer service and loan fees, and interest income from securities. We incur interest expense on deposits and other borrowed funds and noninterest expenses, such as salaries, employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and expense of our liabilities through our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets.

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Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, local competition, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions, and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in our markets and across our region, as well as developments affecting the real estate, agriculture, financial services, insurance, transportation, manufacturing and energy sectors within our markets.

Financial Highlights

The financial highlights as of and for the six months ended March 31, 2021 include:

Results of Operations for the Six Months Ended March 31, 2021 & 2020 and the Twelve Months Ended September 30, 2020 & 2019

Performance Summary – Six Months Ended March 31, 2021 & 2020

For the six months ended March 31, 2021, net income was $2.37 million compared to $2.72 million as of March 31, 2020. Return on annualized average assets for the six months ended March 31, 2021 was 1.21% compared to 1.38% for the six months ended March 31, 2020. PFSB has been able to maintain a strong ratio of net interest income to average earning assets for each period ending March 31, 2021 and March 31, 2020. This ratio as of March 31, 2021 was 2.55% compared to 2.62% as of March 31, 2020. See Income Statement below:

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