Farmers National Banc Corp SEC Filings

Farmers National Banc (FMNB) reported an insider purchase by a director. On 10/30/2025, the reporting person bought 1,833 shares at $12.99 per share. Following the transaction, the director beneficially owned 13,823 shares, held directly.

The filing was submitted as a single reporting person on Form 4 and was signed by an attorney-in-fact for Gina A. Richardson.

Farmers National Banc Corp. announced a definitive merger agreement with Middlefield Banc Corp. Middlefield will merge into Farmers, followed by the merger of Middlefield Bank into The Farmers National Bank of Canfield, with Farmers remaining the surviving entities.

At closing, each outstanding Middlefield common share will be converted into the right to receive 2.6 Farmers common shares. No fractional shares will be issued; cash will be paid in lieu of fractions. Farmers will expand its board by two seats, appointing two current Middlefield non‑employee directors to Class II (term ending 2027) and Class III (term ending 2028).

The transaction is subject to shareholder approvals, required regulatory approvals, Nasdaq listing of the new shares, and effectiveness of a Form S‑4 registration statement. Closing is expected in the first quarter of 2026. Middlefield has a price‑based termination right tied to Farmers’ average closing price and the Nasdaq Bank Index, and certain terminations trigger a $12,000,000 fee payable by Middlefield. Both companies’ directors entered voting agreements supporting the deal.

Farmers National Banc Corp. (FMNB) agreed to acquire Middlefield Banc Corp. in an all‑stock merger. Each outstanding Middlefield common share will be converted into the right to receive 2.6 Farmers common shares at closing. Following the parent‑level merger, Middlefield’s bank is expected to merge into The Farmers National Bank of Canfield, with Farmers Bank as the surviving bank.

The deal requires approvals from shareholders of both companies, effectiveness of a Form S‑4 registering the new Farmers shares, Nasdaq listing approval for the shares to be issued, regulatory clearances, and customary closing conditions. Two Middlefield directors will join the Farmers board immediately after closing (one Class II term expiring at the 2027 annual meeting and one Class III term expiring at the 2028 annual meeting). The merger is expected to close in the first quarter of 2026.

The agreement includes termination rights, an outside date of December 31, 2026, and a $12,000,000 termination fee payable by Middlefield under certain circumstances. Middlefield may also terminate if specified stock price and Nasdaq Bank Index thresholds are breached, unless Farmers elects to adjust the exchange ratio. Directors of both companies entered voting agreements supporting the transaction.

Farmers National Banc Corp (FMNB) director Edward W. Muransky reported a purchase of 73,500 shares on 10/24/2025 at a $13.59 weighted average price, with trades executed between $13.56–$13.62.

Following the transaction, he beneficially owns 150,180 shares directly, plus 110,706 shares indirectly via the Edward W. Muransky Revocable Trust and 2,900 shares indirectly by spouse.

Farmers National Banc Corp. (FMNB) furnished third‑quarter materials and announced it has entered into an Agreement and Plan of Merger with Middlefield Banc Corp. The plan provides for Middlefield to merge with and into Farmers.

The company furnished a Q3 2025 earnings press release and investor presentation, and separately furnished a joint press release and merger presentation. The materials are provided under Items 2.02 and 7.01.

Farmers stated it will file a Form S-4 containing a joint proxy statement and prospectus for shareholder consideration of the proposed merger. Shareholders are urged to read these documents when available on the SEC’s website and the company’s investor relations page.

Farmers National Banc Corp. (FMNB) furnished an update covering two items: it announced earnings for the quarter ended September 30, 2025 and disclosed a proposed merger with Middlefield Banc Corp.

The company furnished a press release and financial information as Exhibit 99.1 and an investor presentation as Exhibit 99.2 for third-quarter results. It also furnished a joint press release (Exhibit 99.3) and a merger presentation (Exhibit 99.4). These materials are furnished under Items 2.02 and 7.01 and are not deemed filed under the Exchange Act.

In connection with the merger, the company will file a Form S-4 that will include a joint proxy statement and prospectus. Shareholders are urged to read these materials when available. The merger remains subject to shareholder and regulatory approvals and other customary conditions, as noted in the forward-looking statements section.