Clawback policy added in Farmers National Banc (NASDAQ: FMNB) 10-K/A

Rhea-AI Filing Summary

Farmers National Banc Corp. filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2025. The amendment is filed solely to add Exhibit 97.1, the company’s policy relating to recovery of erroneously awarded compensation, as an exhibit to the 10-K.

The company states that no financial or other disclosures in the original Form 10-K are being modified, amended, or updated, and the amendment does not reflect any subsequent events. As of February 20, 2026, Farmers had 37,672,309 common shares outstanding, listed on The NASDAQ Stock Market.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2025

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-35296

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	34-1371693
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20 South Broad Street, Canfield, Ohio	44406
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 330-533-3341

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

Title of each class		Name of each exchange on which registered
Common Shares, no par value		The NASDAQ Stock Market LLC

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

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ((§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	☐	Accelerated filer	☒
	Non-accelerated filer	☐	Smaller reporting company	☐
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐

As of June 30, 2025, the estimated aggregate market value of the registrant’s common shares, no par value (the only common equity of the registrant), held by non-affiliates of the registrant was approximately $498.8 million based upon the last sales price as of June 30, 2025 reported on NASDAQ. (The exclusion from such amount of the market value of the common shares owned by any person shall not be deemed as admission by the registrant that such person is an affiliate of the registrant).

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, No Par Value	FMNB	The NASDAQ Stock Market

As of February 20, 2026, the registrant had outstanding 37,672,309 common shares, no par value.

DOCUMENTS INCORPORATED BY REFERENCE

Document		Part of Form 10-K into which Document is Incorporated
Portions of the registrant’s definitive proxy statement for the 2025		III
Annual Meeting of Shareholders

Auditor Name: Crowe LLP Location: Columbus, OH Auditor Firm I.D.: 173

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EXPLANATORY NOTE

Farmers National Banc Corp. (“Farmers”) hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2026 (the “Form 10-K”), as set forth in this Amendment No. 1 on Form 10-K/A (this “Amendment”). This Amendment is being filed solely to file Exhibit 97.1, “Policy relating to recovery of erroneously awarded compensation” as a document filed as an exhibit to the Form 10-K.

Except as described above, no other changes are being made to the Form 10-K and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Form 10-K. This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K. This Amendment should be read in conjunction with Farmers’ filings with the Commission subsequent to the filing of the Form 10-K.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Item 15. Exhibits, Financial Statement Schedules.

	(a)	(1) Financial Statements
			Item 8 Reference is made to the Consolidated Financial Statements included in Item 8 of Part II herein.
		(2) Financial Statement Schedules
			No financial statement schedules are presented because they are not applicable.
		(3) Exhibits
			The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference.
	(b)	Exhibits
			The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference.
	(c)	Financial Statement Schedules
			See subparagraph (a)(2) above.

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INDEX TO EXHIBITS

The following exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K:

Exhibit Number	Description
2.1	Agreement and Plan of Merger by and between Farmers National Banc Corp. and Middlefield Banc Corp., dated as of October 22, 2025 (incorporated by reference from exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on October 27, 2025).
3.1	Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the Commission on October 3, 2001 (File No. 333-70806)).
3.2	Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2013).
3.3	Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2018).
3.4	Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2026).
3.5	Amended Code of Regulations of Farmers National Banc Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2025).
4.1	Description of Capital Stock. (incorporated by reference from Exhibit 4.1 to Farmers' Annual Report on Form 10-K for year ended December 31, 2023 filed with the Commission on March 7, 2024).
4.2	Form of 3.125% Fixed to Floating Rate Subordinated Note Due 2031 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021).
10.1*	Farmers National Banc Corp. Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 24, 2011).
10.2*	Farmers National Banc Corp. Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 29, 2011).
10.3*	Farmers National Banc Corp. Nonqualified Deferred Compensation Plan (as amended and restated effective January 1, 2016) (incorporated by reference from Exhibit 10.4 to Farmers’ Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Commission on March 7, 2017).
10.4*	Farmers National Banc Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 22, 2022).

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Exhibit Number	Description
10.5*	Farmers National Banc Corp. 2023 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.6*	Farmers National Banc Corp. 2023 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.7*	Farmers National Banc Corp. 2023 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.8*	Farmers National Banc Corp. 2023 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023).
10.9*	Farmers National Banc Corp. 2024 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024).
10.10*	Farmers National Banc Corp. 2024 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024).
10.11*	Farmers National Banc Corp. 2024 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024).
10.12*	Farmers National Banc Corp. 2024 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024).
10.13*	Farmers National Banc Corp. 2025 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.1 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025).
10.14*	Farmers National Banc Corp. 2025 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.2 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025).
10.15*	Farmers National Banc Corp. 2025 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.3 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025).
10.16*	Farmers National Banc Corp. 2025 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.4 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025).
10.17*	Farmers National Banc Corp. Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 29, 2011).
10.18	Nonemployee Director Compensation (previously filed with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
10.19*	Farmers National Banc Corp. Third Amended and Restated Executive Separation Policy, as amended (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 7, 2024).
10.20*	Form of Chief Executive Officer Change in Control Agreement (previously filed with exhibit 10.20 to Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
10.21*	Form of Senior Executive Change in Control Agreement (incorporated by reference from Exhibit 10.1 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on August 7, 2025).
10.24*	Form of Executive Change in Control Agreement (incorporated by reference from Exhibit 10.2 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on August 7, 2025).
10.25*	Form of Subordinated Note Purchase Agreement by and between Farmers National Banc Corp. and the several Purchasers named therein, dated November 17, 2021 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021).

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Exhibit Number	Description
14	Farmers National Banc Corp. Code of Business Conduct and Ethics (incorporated by reference from exhibit 14.1 to Farmers' Annual report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 6, 2025).
19	Farmers National Banc Corp. Insider Trading Policy (incorporated by reference from exhibit 19.1 to Farmers' Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 6, 2025).
21	Subsidiaries of Farmers (previously filed with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
23.1	Consent of Independent Registered Public Accounting Firm (previously filed with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
24	Powers of Attorney of Directors and Executive Officers (previously filed with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (filed herewith).
31.2	Rule 13a-14(a)/15d-14(a) Certification of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (filed herewith).
32.1	Certification pursuant to 18 U.S.C. Section 1350 of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (previously furnished with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
32.2	Certification pursuant to 18 U.S.C. Section 1350 of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (previously furnished with Farmers' Annual report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 5, 2026).
97.1	Policy relating to recovery of erroneously awarded compensation (incorporated by reference from exhibit 97.1 Farmers' Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 6, 2025)
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language), filed herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104	The cover page from the Company’s Annual report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL.

* Constitutes a management contract or compensatory plan or arrangement.

Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Troy Adair, Executive Vice President, Secretary and Chief Financial Officer, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized.

	FARMERS NATIONAL BANC CORP.
	By	/s/ Kevin J. Helmick
		Kevin J. Helmick, President and Chief Executive Officer March 17, 2026

FAQ

What is Farmers National Banc (FMNB) changing with this Form 10-K/A?

Farmers National Banc is amending its Form 10-K solely to add Exhibit 97.1, a policy on recovery of erroneously awarded compensation. The company emphasizes this change is limited to filing the policy as an exhibit and does not alter previously reported information.

Does Farmers National Banc’s 10-K/A amendment change any 2025 financial results?

The amendment does not change any 2025 financial results or other disclosures. Farmers explicitly states that no financial or other information in the original Form 10-K is modified, amended, or updated, and the amendment does not reflect events after the original filing date.

What is Exhibit 97.1 in Farmers National Banc’s Form 10-K/A?

Exhibit 97.1 is Farmers National Banc’s “Policy relating to recovery of erroneously awarded compensation.” The amendment’s stated purpose is to file this policy as an exhibit to the 2025 Form 10-K, aligning disclosures with compensation recovery requirements for executive incentive pay.

How many Farmers National Banc (FMNB) shares were outstanding in early 2026?

As of February 20, 2026, Farmers National Banc had 37,672,309 common shares outstanding. These no-par-value common shares are listed on The NASDAQ Stock Market and represent the company’s only class of common equity reported in this amendment.

What is the market value of Farmers National Banc shares held by non-affiliates?

As of June 30, 2025, the estimated aggregate market value of Farmers National Banc common shares held by non-affiliates was approximately $498.8 million, based on the last sales price reported on NASDAQ, excluding shares deemed owned by affiliates for this calculation.

Who signed Farmers National Banc’s Form 10-K/A amendment?

The amendment was signed on behalf of Farmers National Banc Corp. by Kevin J. Helmick, the company’s President and Chief Executive Officer. His signature indicates authorization of the amendment and the related exhibit filings under applicable Exchange Act reporting requirements.