ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2021

_________________________

(Exact name of registrant as specified in its charter)

(State or other jurisdiction

(Commission File Number)

P.O. Box 1111 Timberville, Virginia

(Address of principal executive offices)

Registrant’s telephone number, including area code: (540) 896-8941

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 27, 2021, F&M Bank Corp. (the “Company”), announced that its wholly-owned subsidiary bank, Farmers & Merchants Bank, has entered into an agreement to purchase the operations of a branch office in Waynesboro, Virginia from Carter Bankshares, Inc. The transaction will add an estimated $13.5 million of deposits to the balance sheet of the Company, at a deposit premium of 2.0% on non-time deposits assumed at closing. No loans are included in the transaction. Subject to regulatory approvals and the satisfaction of customary closing conditions, the transaction is expected to close early in the second quarter of 2021. A copy of the press release announcing this transaction is attached to this filing as Exhibit 99.1.

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to the branch expansion and the Company’s future operations and are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could have a material adverse effect on the Company’s operations and future prospects include, but are not limited to, difficulties or unexpected costs in combining the acquired branch on the proposed terms or anticipated schedule; deposit attrition, customer losses and business disruption in connection with the branch acquisition; expected growth opportunities may not be realized; changes in interest rates, general economic conditions, or legislative and regulatory policies; and other risk factors and cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other filings with the Securities and Exchange Commission. We undertake no obligation to update these statements following the date of this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press release dated January 27, 2021.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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

	F & M Bank Corp. (Registrant)

Date: January 27, 2021	By:	/s/ Carrie A. Comer
		Carrie A. Comer
		Executive Vice President and Chief Financial Officer