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- Departure of CEO (new) — Garry Kleer stepped down as President of Richmond and CEO of First Bank Richmond, though he retains the Chairman and CEO role at the holding company level.
Richmond Mutual completes Farmers Bancorp merger, issuing 6.25M shares at 3.40x exchange
Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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Richmond issued 6.25 million new shares to Farmers shareholders at a 3.40-to-1 exchange ratio, representing significant dilution to existing shareholders as the combined entity now operates 19 branches across Indiana and Ohio.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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Christopher Cook, former Farmers CEO, appointed President of Richmond and CEO of First Bank Midwest; Garry Kleer stepped down as President but remains Chairman and CEO of the holding company.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Board expanded from 6 to 11 directors, adding five former Farmers directors including Barbara Cutillo as Vice Chair, shifting governance dynamics post-merger.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Combined bank rebranded as First Bank Midwest with dual headquarters in Richmond and Frankfort, Indiana; Richmond Mutual retains RMBI ticker on Nasdaq.
Exhibit 99.1 view on EDGAR → -
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Three incoming Farmers executives received change-in-control agreements providing severance benefits upon qualifying terminations following future change-in-control events.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Richmond Mutual Bancorporation closed its acquisition of The Farmers Bancorp on July 1, 2026, issuing 6.25 million new shares at a 3.40-to-1 exchange ratio. This represents material dilution for existing Richmond shareholders, though the combined entity gains scale with 19 branches across Indiana and Ohio markets.
The merger brings together Richmond's eastern Indiana and western Ohio footprint with Farmers' central Indiana presence in Frankfort, Lebanon, and Tipton. The leadership transition warrants attention: Garry Kleer stepped down as President of Richmond and CEO of the bank subsidiary, though he remains Chairman and CEO of the holding company.
Christopher Cook, Farmers' former CEO, now serves as President of Richmond and CEO of the combined bank. This split-role structure—Kleer at the holding company, Cook running day-to-day bank operations—is unusual and may signal integration challenges or negotiated compromise. The board expanded from 6 to 11 directors, with five Farmers directors joining, shifting governance dynamics as the acquired company's leadership gains significant board representation. Retail holders should monitor whether the dual-headquarters structure and divided executive authority create operational friction or whether the integration proceeds smoothly under the new leadership team.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
The combined company operates under the name ‘Richmond Mutual Bancorporation, Inc.,’ and continues to trade on the Nasdaq Capital Market under the ticker symbol ‘RMBI.’ All branches of the combined bank will operate under the name ‘First Bank Midwest.’ The administrative headquarters of the combined company is located in Richmond, Indiana, and the administrative headquarters of the combined bank is located in Frankfort, Indiana.
The merged entity retains the Richmond Mutual Bancorporation name and RMBI ticker symbol on Nasdaq. All bank branches will operate as First Bank Midwest (formerly First Bank Richmond). The company maintains dual administrative headquarters: Richmond, Indiana for the holding company and Frankfort, Indiana for the bank subsidiary.
Added in current filing · view on EDGAR →
First Bank Midwest, a community-oriented financial institution offering traditional financial and trust services within its local communities through its branch locations in Cambridge City, Centerville, Fishers, Frankfort, Kirklin, Lebanon, Michigantown, Mulberry, Noblesville, Richmond, Rossville, Shelbyville, Sheridan, Tipton and Westfield, Indiana, and its locations in Columbus, Sidney, Piqua and Troy, Ohio.
The combined bank now operates 19 branch locations across Indiana and Ohio, expanding Richmond's geographic footprint. The merger brings together complementary markets in central Indiana (Farmers' territory including Frankfort, Lebanon, Tipton) with Richmond's existing presence in eastern Indiana and western Ohio.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Richmond Mutual completed a merger, expanding its board from 6 to 11 directors and appointing new executives including a new President.
Added in current filing · verify on EDGAR →
At the Effective Time, pursuant to the Merger Agreement, the boards of directors of Richmond and First Bank Midwest were expanded from six to eleven directors. The expanded boards consist of the six directors serving on the boards of Richmond and First Bank Richmond immediately prior to the Effective Time and five former directors of Farmers and The Farmers Bank immediately prior to the Effective Time.
Richmond completed a merger that expanded its board from 6 to 11 directors. Five former directors from the acquired company (Farmers) joined the board: Christopher D. Cook, James D. Moore, Barbara A. Cutillo, Thomas D. Crawford, and Daniel J. Lahrman. Barbara A. Cutillo, former chairman of Farmers, was appointed Vice Chair of Richmond's boards.
Added in current filing · verify on EDGAR →
Paul J. Witte ceased serving as President and Chief Operating Officer of First Bank Richmond and was appointed Indiana Market President of First Bank Midwest. Carroll A. Valentino, the former Chief Operations Officer of Farmers, was appointed Chief Operations Officer of First Bank Midwest. Chad L. Kozuch, the former Chief Financial Officer of Farmers, was appointed Chief Risk Officer of First Bank Midwest.
Three additional executive changes occurred: Paul J. Witte moved from President/COO of First Bank Richmond to Indiana Market President. Carroll A. Valentino from Farmers became Chief Operations Officer, and Chad L. Kozuch from Farmers became Chief Risk Officer of First Bank Midwest.
Added in current filing · verify on EDGAR →
In connection with their appointments, Mr. Cook, Ms. Valentino and Mr. Kozuch entered into change in control agreements with Richmond and First Bank Midwest and became eligible to participate in employee benefit, incentive compensation, equity compensation and other compensation arrangements generally available to similarly situated executive officers. The change in control agreements generally provide for severance and other benefits upon certain qualifying terminations of employment occurring in connection with or following a change in control, subject to the terms and conditions set forth therein.
The three newly appointed executives from Farmers (Cook, Valentino, and Kozuch) entered into change in control agreements providing severance and benefits upon qualifying terminations following a change in control. They also became eligible for standard executive compensation arrangements.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective July 1, 2026, Richmond Mutual Bancorporation, Inc. (‘Richmond’), the holding company of First Bank Midwest (formerly First Bank Richmond), completed its previously announced merger with The Farmers Bancorp, Frankfort, Indiana (‘Farmers’), the holding company of The Farmers Bank, pursuant to the Agreement and Plan of Merger, dated November 11, 2025 (the ‘Merger Agreement’). Under the terms of the Merger Agreement, Farmers merged with and into Richmond (the ‘Merger’), with Richmond as the surviving corporation. Immediately following the Merger, The Farmers Bank merged with and into First Bank Richmond (the ‘Bank Merger’). In connection with the Bank Merger, First Bank Richmond was renamed First Bank Midwest and continued as the surviving bank.
Richmond completed its acquisition of The Farmers Bancorp on July 1, 2026, combining both holding companies and their subsidiary banks. The transaction was structured as a merger with Richmond as the surviving entity, and the combined bank now operates as First Bank Midwest.
Added in current filing · verify on EDGAR →
At the Effective Time: (i) each unvested restricted stock unit award of Farmers automatically vested, and the underlying shares became outstanding and entitled to receive the Merger Consideration, less applicable tax withholding; and (ii) each unvested performance share award of Farmers was terminated and settled in cash based on the target award levels immediately prior to the Effective Time.
All unvested Farmers equity awards were accelerated at closing. Restricted stock units vested and converted to Richmond shares at the 3.40 exchange ratio, while performance share awards were cashed out at target levels.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify