The Company (on a consolidated basis) and the Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's and Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off balance-sheet items as calculated under regulatory accounting practices.

The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by the Basel III Capital Rules, the comprehensive capital framework for U.S. banking organizations, to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to adjusted quarterly average assets (as defined).

In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1.

Common Equity Tier 1 is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities, and subject to transition provisions.

The Common Equity Tier 1, Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. Risk-weighted assets are calculated based on regulatory requirements and include total assets, with certain exclusions, allocated by risk weight category, and certain off-balance-sheet items, among other things. The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things.

The Basel III Capital Rules require the Company and Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 capital ratio, effectively resulting in a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 7.0%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio, effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio, effectively resulting

in a minimum total capital ratio of 10.5%) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average quarterly assets.

The capital conservation buffer is designed to absorb losses during periods of economic stress and, as detailed above, effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

Management believes, as of December 31, 2023, that the Bank meets all the capital adequacy requirements to which it is subject.

As of December 31, 2023, the most recent notification from the FDIC indicated the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum total risk-based, Tier I risk-based, Common Equity Tier 1 and Tier I leverage ratios as disclosed in the table to follow. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category.

The following tables present actual and required capital ratios as of December 31, 2023 and December 31, 2022 under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

The Company and Bank's actual and required capital amounts and ratios as of December 31, 2023 are as follows:


	Actual					Minimum Capital Required					Required to be Considered Well-Capitalized
	(000's)					(000's)					(000's)
As of December 31, 2023	Amount		Ratio			Amount		Ratio			Amount		Ratio
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	251,649		9.75	%	$	116,147		4.50	%	$	167,768		6.50	%
Farmers & Merchants State Bank		276,467		10.77	%		115,534		4.50	%		166,882		6.50	%

Total Risk-Based Capital (to Risk Weighted Assets):
Consolidated		297,179		11.51	%		206,484		8.00	%		258,105		10.00	%
Farmers & Merchants State Bank		301,176		11.73	%		205,393		8.00	%		256,742		10.00	%

Tier 1 Capital (to Risk Weighted Assets):
Consolidated		251,649		9.75	%		154,863		6.00	%		206,484		8.00	%
Farmers & Merchants State Bank		276,467		10.77	%		154,045		6.00	%		205,393		8.00	%

Tier 1 Leverage Capital (to Adjusted Total Assets):
Consolidated		251,649		7.86	%		128,081		4.00	%		160,102		5.00	%
Farmers & Merchants State Bank		276,467		8.66	%		127,674		4.00	%		159,593		5.00	%

The following table presents the Bank’s actual and required capital amounts and ratios as of December 31, 2022.


	Actual					Minimum Capital Required					Required to be Considered Well-Capitalized
	(000's)					(000's)					(000's)
As of December 31, 2022	Amount		Ratio			Amount		Ratio			Amount		Ratio
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Farmers & Merchants State Bank	$	259,510		11.15	%	$	104,763		4.50	%	$	151,324		6.50	%

Total Risk-Based Capital (to Risk Weighted Assets):
Farmers & Merchants State Bank		281,085		12.07	%		186,245		8.00	%		232,806		10.00	%

Tier 1 Capital (to Risk Weighted Assets):
Farmers & Merchants State Bank		259,510		11.15	%		139,684		6.00	%		186,245		8.00	%

Tier 1 Leverage Capital (to Adjusted Total Assets):
Farmers & Merchants State Bank		259,510		9.03	%		114,972		4.00	%		143,714		5.00	%