{"url_path":"/sec/rmbi/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1767837/0001104659-26-079701-index.html","accession_number":"0001104659-26-079701","cik":"0001767837","ticker":"RMBI","issuer_name":"Richmond Mutual Bancorporation, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1767837/0001104659-26-079701-index.html","primary_entity_key":"0001767837","primary_entity_name":"Richmond Mutual Bancorporation, Inc."},"word_count":763,"has_tables":true,"body_markdown":"**ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION\nOF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS**\n\n \n\n**Increase in Size of Board; Appointment of\nNew Directors**\n\n \n\nAt\nthe Effective Time, pursuant to the Merger Agreement, the boards of directors of Richmond and First Bank Midwest were expanded from six\nto eleven directors. The expanded boards consist of the six directors serving on the boards of Richmond and First Bank Richmond immediately\nprior to the Effective Time and five former directors of Farmers and The Farmers Bank immediately prior to the Effective Time. As previously\ndisclosed, the five directors previously designated by Richmond and Farmers pursuant to the Merger Agreement, each of whom previously\nserved as a director of Farmers and The Farmers Bank and was appointed to the boards of directors of Richmond and First Bank Midwest,\neffective as of the Effective Time, are as follows:  Christopher D. Cook (Class I), James D. Moore (Class I), Barbara\nA. Cutillo (Class II), Thomas D. Crawford (Class II) and Daniel J. Lahrman (Class III), all former directors of Farmers\n(each, a ‘New Director’ and, collectively, the ‘New Directors’). Information regarding the New Directors required\nby Item 5.02(d), including their business experience and certain relationships and transactions, is incorporated herein by reference\nto the section entitled ‘Governance of the Combined Company and Combined Bank After the Merger’ and ‘Information Regarding\nCertain Directors and Executive Officers of Farmers Bancorp’ in the Joint Proxy Statement/Prospectus. The Board committees to which\neach of the new directors will be appointed have not yet been determined.\n\n \n\nEach of the non-employee\nNew Directors will be entitled to the same general compensation arrangement as is provided to the other non-employee directors of\nRichmond and First Bank Midwest. A description of this arrangement is contained under the heading ‘Director Compensation’\nin Part III of Richmond’s [Annual Report on Form 10-K filed with the SEC on March 23, 2026](https://www.sec.gov/ix?doc=/Archives/edgar/data/1767837/000162828026020414/fil-20251231.htm), and is incorporated herein\nby reference.\n\n \n\n \n\n \n\n \n\nOther than as described\nabove and in the Joint Proxy Statement/Prospectus, there are no arrangements or understandings between any of the new directors and any\nother person pursuant to which any of the New Directors have been designated to serve on the Richmond and First Bank Midwest boards.\nAdditionally, there are no transactions, and there are no currently proposed transactions, between Richmond and any of the New Directors\nthat would require disclosure under Item 404(a) of Regulation S-K.\n\n \n\n**Appointment of Vice\nChairman**\n\n \n\nAs previously disclosed,\neffective as of the Effective Time, Barbara A. Cutillo, the former chairman of the Farmers board of directors, was appointed as Vice\nChair of the Richmond and First Bank Midwest boards. Garry D. Kleer will continue to serve as Chairman of both the Richmond and First\nBank Midwest boards.\n\n \n\n**Officer Appointments and\nCompensatory Arrangements**\n\n \n\nAs previously disclosed,\npursuant to the Merger Agreement and effective as of the Effective Time, Garry D. Kleer ceased serving as President of Richmond and Chief\nExecutive Officer of First Bank Richmond and continues to serve as Chairman and Chief Executive Officer of Richmond. Christopher D. Cook,\nthe former President and Chief Executive Officer of Farmers, was appointed President of Richmond and President and Chief Executive Officer\nof First Bank Midwest. Paul J. Witte ceased serving as President and Chief Operating Officer of First Bank Richmond and was appointed\nIndiana Market President of First Bank Midwest. Carroll A. Valentino, the former Chief Operations Officer of Farmers, was appointed Chief\nOperations Officer of First Bank Midwest. Chad L. Kozuch, the former Chief Financial Officer of Farmers, was appointed Chief Risk Officer\nof First Bank Midwest.\n\n \n\nIn connection with their\nappointments, Mr. Cook, Ms. Valentino and Mr. Kozuch entered into change in control agreements with Richmond and First\nBank Midwest and became eligible to participate in employee benefit, incentive compensation, equity compensation and other compensation\narrangements generally available to similarly situated executive officers. The change in control agreements generally provide for severance\nand other benefits upon certain qualifying terminations of employment occurring in connection with or following a change in control,\nsubject to the terms and conditions set forth therein. The foregoing description of the change in control agreements is qualified in\nits entirety by reference to the forms of agreement filed as Exhibits [10.1](https://www.sec.gov/Archives/edgar/data/1767837/000110465926033310/tm262503d1_ex10-1.htm) and [10.2](https://www.sec.gov/Archives/edgar/data/1767837/000110465926033310/tm262503d1_ex10-2.htm) to Richmond's Registration Statement on Form S-4\n(File No. 333-294527), which are incorporated herein by reference. Additional information regarding compensatory arrangements involving\ncertain executive officers in connection with the Merger is contained under the heading ‘Interests of Certain Persons in the Merger’\nin the Joint Proxy Statement/Prospectus and is incorporated herein by reference."}