STOCK TITAN

Farmers National Banc Corp. (FMNB) details 2025 results and completes all-stock Middlefield merger

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-K

Rhea-AI Filing Summary

Farmers National Banc Corp. outlines its 2025 business, risk profile and regulatory environment as a financial holding company operating mainly through Farmers National Bank of Canfield and Farmers Trust Company. Operations span commercial and retail banking, trust, retirement, insurance and wealth management, with 706 full-time equivalent employees as of December 31, 2025.

The company completed an all‑stock merger with Middlefield Banc Corp., announced in October 2025 and closed on March 2, 2026, in which each Middlefield share was converted into 2.6 Farmers common shares, followed by the merger of Middlefield Bank into Farmers Bank. As of June 30, 2025, the estimated aggregate market value of non‑affiliate common shares was approximately $498.8 million, and 37,672,309 common shares were outstanding as of February 20, 2026.

Farmers highlights key risks: heavy exposure to commercial and residential real estate and indirect auto lending, potential Middlefield integration challenges, liquidity management, competition from larger banks and non‑bank financial firms, cybersecurity threats, and capital and regulatory requirements including Basel III, CECL and evolving federal and state rules.

Positive

  • None.

Negative

  • None.

Insights

All‑stock Middlefield merger is strategic but integration and credit risks remain central.

Farmers National Banc Corp. describes a traditional community banking and trust model with two primary segments. The narrative emphasizes regulated deposit‑funded lending and fee-based trust and wealth businesses, supported by 706 full‑time equivalent employees and NASDAQ‑listed common shares.

The completed all‑stock merger with Middlefield Banc Corp., at an exchange ratio of 2.6 Farmers shares per Middlefield share, expands the franchise and consolidates Middlefield Bank into Farmers Bank. The text focuses on operational complexities, systems integration and key‑person retention rather than quantified synergies or accretion.

Risk factors stress concentrations in commercial and residential real estate, indirect auto lending, commercial and industrial credits, and liquidity reliance on core deposits, which were 93.0% of total deposits as of December 31, 2025. Regulatory capital, CECL allowance judgments and cybersecurity expectations are highlighted as ongoing constraints that can influence dividends, growth and post‑merger performance.

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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-K


(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)

 

Registrants 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

  

 


 

 

  

 

FARMERS NATIONAL BANC CORP.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED December 31, 2025

 

TABLE OF CONTENTS

 

 

PART I

 

Item 1.

Business

1

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

25

Item 1C. Cybersecurity 25

Item 2.

Properties

26

Item 3.

Legal Proceedings

26

Item 4.

Mine Safety Disclosures

26

 

PART II

 

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

27

Item 6.

Reserved

27

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations

28

Item 7A.

Quantitative and Qualitative Disclosure about Market Risk

48

Item 8.

Financial Statements and Supplementary Financial Data

50

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

114

Item 9A.

Controls and Procedures

114

Item 9B.

Other Information

114

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

114

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

115

Item 11.

Executive Compensation

115

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

116

Item 13.

Certain Relationships and Related Transactions, and Director Independence

116

Item 14.

Principal Accountant Fees and Services

116

 

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules.

116

Item 16.

Form 10-K Summary

116

SIGNATURES

120

 

 

  

 

PART I

 

Item 1. Business.

 

General

 

Farmers National Banc Corp.

 

Farmers National Banc Corp. (the “Company,” “Farmers,” “we,” “our” or “us”), is a financial holding company that was organized as a one-bank holding company in 1983 under the laws of the State of Ohio and registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Amendments to the BHCA in 1999 allowed for a bank holding company to declare itself a financial holding company and thereby engage in financial activities, including securities underwriting and dealing, insurance agency and underwriting activities, and merchant banking activities. The Company made the declaration to become a financial holding company in 2016. For a bank holding company to be eligible to declare itself a financial holding company, all of the depository institution subsidiaries must be well-capitalized and well-managed and have satisfactory or better ratings under the Community Reinvestment Act of 1977 (the "CRA"). The Company operates principally through its wholly-owned subsidiaries, The Farmers National Bank of Canfield (the “Bank” or “Farmers Bank”) and Farmers Trust Company (“Farmers Trust”). A third subsidiary, Farmers National Captive, Inc. (“Captive”), was dissolved in November of 2023. Farmers National Insurance, LLC (“Farmers Insurance”) and Farmers of Canfield Investment Co. (“Investments" or “Farmers Investments”) are wholly-owned subsidiaries of the Bank. The Company and its subsidiaries operate in the domestic banking, trust, retirement consulting, insurance and financial management industries.

 

The Company’s principal business consists of owning and supervising its subsidiaries. Although Farmers directs the overall policies of its subsidiaries, including lending practices and financial resources, most day-to-day affairs are managed by their respective officers.

 

The Company’s principal executive offices are located at 20 South Broad Street, Canfield, Ohio 44406, and its telephone number is (330) 533-3341. Farmers’ common shares, no par value, are listed on the NASDAQ Capital Market (the “NASDAQ”) under the symbol “FMNB.” Farmers’ business activities are managed and financial performance is primarily aggregated and reported in two lines of business, the Bank segment and the Trust segment. For a discussion of Farmers’ financial performance for the fiscal year ended December 31, 2025, see the Consolidated Financial Statements and Notes to the Consolidated Financial Statements found in Item 8 of this Annual Report on Form 10-K.

 

The Farmers National Bank of Canfield

 

On October 22, 2025, the Company announced the signing of a definitive merger agreement (the "Agreement") with Middlefield Banc Corp. ("Middlefield"), the holding company for The Middlefield Banking Company ("Middlefield Bank") pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction.  Pursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into 2.6 shares of Farmers common stock.  The merger is expected to close in the first quarter of 2026. 
 

On March 2, 2026, the Company completed its previously announced merger (the "Merger") with Middlefield Banc Corp., an Ohio corporation (“Middlefield”), pursuant to the Agreement and Plan of Merger dated as of October 22, 2025, by and between the Company and Middlefield (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) Middlefield merged with and into the Company, with the Company as the surviving entity in the Merger. Promptly following the consummation of the Merger, the Middlefield Banking Company, the banking subsidiary of Middlefield, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company (“Farmers Bank”), with Farmers Bank as the surviving bank. Pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each common share, without par value, of Middlefield (“Middlefield Common Shares”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.6 common shares, without par value, of the Company (“Company Common Shares”).  No fractional Company Common Shares were issued in the Merger, and Middlefield's shareholders became entitled to receive cash in lieu of fractional Company Common Shares. 


 

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The Bank is a full-service national banking association engaged in commercial and retail banking mainly in the northeastern region of Ohio and the western region of Pennsylvania. The Bank’s commercial and retail banking services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, home equity loans, home equity lines of credit, night depository, safe deposit boxes, money orders, bank checks, automated teller machines, internet banking, travel cards, “E” Bond transactions, brokerage services and other miscellaneous services normally offered by commercial banks.

 

A discussion of the general development of the Bank’s business and information regarding its financial performance throughout 2025, is discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Annual Report on Form 10-K.

 

The Bank faces significant competition in offering financial services to customers. Ohio and Pennsylvania have a high density of financial service providers, many of which are significantly larger institutions that have greater financial resources than the Bank, and all of which are competitors to varying degrees. Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

 

Farmers Trust Company

 

During 2009, the Company acquired Farmers Trust. Farmers Trust offers a full complement of personal and corporate trust services in the areas of estate settlement, trust administration, employee benefit plans and retirement services. During 2024, Farmers Trust acquired substantially all of the assets, in a cash transaction, of Crest Retirement Advisors, LLC ("Crest"). Farmers Trust operates five offices located in Boardman, Canton, Howland, Wooster and Fairview Park, Ohio.

 

Farmers National Insurance, LLC

 

Farmers Insurance was formed during 2009 and offers a variety of insurance products through licensed representatives. Farmers Insurance is a subsidiary of Farmers Bank and does not account for a material portion of revenue and, therefore, will not be discussed individually, but as part of the Bank.

 

Farmers of Canfield Investment Company

 

Farmers Investments was formed during 2014, with the primary purpose of investing in municipal securities. Farmers Investments is a subsidiary of Farmers Bank and does not account for a material portion of revenue and, therefore, will not be discussed individually, but as part of the Bank.

 

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Investor Relations

 

The Company maintains an Internet site at http://www.farmersbankgroup.com, which contains an Investor Relations section that provides access to the Company’s filings with the Securities and Exchange Commission (the “Commission”). Farmers makes available free of charge on or through its website the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such documents filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after the Company has filed these documents with the Commission. In addition, the Company’s filings with the Commission may be read and copied at the Commission’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the Commission’s web site at http://www.sec.gov free of charge as soon as reasonably practicable after the Company has filed the above referenced reports.

 

Human Capital

 

Our core values of Integrity, Respect, Diligence, Stewardship, Commitment, Relationships and Performance represent our belief that our long-term success is closely tied to having a dedicated and engaged workforce. We are committed to attracting, developing, and retaining associates who reflect the communities in which we serve. As of December 31, 2025, Farmers and its subsidiaries had 706 full-time equivalent employees. The market for top talent is highly competitive, and we recognize that workforce turnover is not only financially costly, but also is not aligned with our commitment to our team. Farmers is committed to supporting a high performing, collaborative culture that provides the foundation to attract and retain the best associates in banking. By investing in our team, we also invest in our financial future. We offer all of our associates a comprehensive benefits package that includes medical, dental and vision insurance, a flexible spending plan, prescription drug coverage, group life insurance, short-term and long-term disability insurance, a traditional 401(k) Plan, a Roth IRA plan, competitive paid time off/paid holidays, competitive incentives, an annual Profit Sharing Plan and an Employee Stock Purchase Plan.

 

We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws. We strive for all of our associates to feel safe and empowered at work. To that end, we maintain a whistleblower hotline that allows associates and others to anonymously voice concerns. We prohibit retaliation against an individual who reported a concern or assisted with an inquiry or investigation.

 

Supervision and Regulation

 

Introduction

 

The Company and its subsidiaries are subject to extensive regulation by federal and state regulatory agencies. The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers, depositors, borrowers, the Deposit Insurance Fund (the “DIF”) and the banking system as a whole and not for the protection of shareholders. This intensive regulatory environment, among other things, may restrict the Company’s ability to diversify into certain areas of financial services, acquire depository institutions in certain markets or pay dividends on its common shares. It also may require the Company to provide financial support to its banking and other subsidiaries, maintain capital balances in excess of those desired by management and pay higher deposit insurance premiums as a result of the deterioration in the financial condition of depository institutions in general.

 

Significant aspects of the laws and regulations that have, or could have, a material impact on Farmers and its subsidiaries are described below. To the extent that the following discussion describes legislation, statutes, regulations or policies applicable to the Company or its subsidiaries, the discussion is qualified in its entirety by reference to the full text of the legislation, statutes, regulations and policies that are described herein, as they may be amended or revised by the United States ("U.S."), Congress or state legislatures and federal or state regulatory agencies, as the case may be. Changes in these legislation, statutes, regulations and policies may have a material adverse effect on the Company and its business, financial condition or results of operations. Such legislation, statutes, regulations and policies are continually under review by the U.S. Congress and state legislatures as well as federal and state regulatory agencies and are subject to change at any time, particularly in the current economic and regulatory environment. Any such change in applicable legislation, statutes, regulations or regulatory policies could have a material adverse effect on the Company and its business, financial condition or results of operations.

 

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Regulatory Agencies

 

Financial Holding Company. Farmers elected to be a financial holding company. A bank holding company may elect to become a financial holding company if each of its subsidiary banks is well capitalized under the prompt corrective action regulations of the Federal Deposit Insurance Corporation (the “FDIC”), is well managed, and has at least a satisfactory rating under the CRA. Financial holding companies may engage in activities that are financial in nature, including affiliating with securities firms and insurance companies, which are not otherwise permissible for a bank holding company.

 

As a financial holding company, Farmers is subject to regulation under the BHCA and to inspection, examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Federal Reserve Board has extensive enforcement authority over financial and bank holding companies and may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices. The Federal Reserve Board may assess civil money penalties, issue cease and desist or removal orders and may require that a bank holding company divest subsidiaries, including subsidiary banks. Farmers is also required to file reports and other information with the Federal Reserve Board regarding its business operations and those of its subsidiaries.

 

Subsidiary Bank. The Bank is subject to regulation and examination primarily by the Office of the Comptroller of the Currency (the “OCC”) and secondarily by the FDIC. OCC regulations govern permissible activities, capital requirements, dividend limitations, investments, loans and other matters. The OCC has extensive enforcement authority over Farmers Bank and may impose sanctions on Farmers Bank and, under certain circumstances, may place Farmers Bank into receivership.

 

Farmers Bank is also subject to certain restrictions imposed by the Federal Reserve Act and Federal Reserve Board regulations regarding such matters as the maintenance of reserves against deposits, extensions of credit to Farmers or any of its subsidiaries, investments in the stock or other securities of Farmers or its subsidiaries and the taking of such stock or securities as collateral for loans to any borrower.

 

Non-Banking Subsidiaries. Farmers’ non-banking subsidiaries are also subject to regulation by the Federal Reserve Board and other applicable federal and state agencies. In particular, Farmers Insurance is subject to regulation by the Ohio Department of Insurance, which requires, amongst other things, the education and licensing of agencies and individual agents and imposes business conduct rules.

 

Securities and Exchange Commission and The NASDAQ Stock Market LLC. The Company is also under the regulation and supervision of the Commission and certain state securities commissions for matters relating to the offering and sale of its securities. The Company is subject to disclosure and regulatory requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, and the regulations promulgated thereunder. Farmers common shares are listed on the NASDAQ under the symbol “FMNB” and the Company is subject to the rules for NASDAQ listed companies.

 

Federal Home Loan Bank. Farmers Bank is a member of the Federal Home Loan Bank of Cincinnati (the “FHLB”), which provides credit to its members in the form of advances. As a member of the FHLB, the Bank must maintain an investment in the capital stock of the FHLB in a specified amount. Upon the origination or renewal of a loan or advance, the FHLB is required by law to obtain and maintain a security interest in certain types of collateral. The FHLB is required to establish standards of community investment or service that its members must maintain for continued access to long-term advances from the FHLB. The standards take into account a member’s performance under the CRA and its record of lending to first-time home buyers.

 

The Federal Deposit Insurance Corporation. The FDIC is an independent federal agency that insures the deposits, up to prescribed statutory limits, of federally-insured banks and savings associations and safeguards the safety and soundness of the financial institution industry. The Bank’s deposits are insured up to applicable limits by the DIF of the FDIC and subject to deposit insurance assessments to maintain the DIF.

 

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The FDIC may terminate insurance coverage upon a finding that an insured depository institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the institution’s regulatory agency.

 

Financial Holding Company Regulation

 

As a financial holding company, Farmers’ activities are subject to extensive regulation by the Federal Reserve Board under the BHCA. Generally, in addition to the BHCA limits of banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be closely related to banking, financial holding company activities may include securities underwriting and dealing, insurance agency and underwriting activities and merchant banking activities. Under Federal Reserve Board policy, a financial holding company is expected to serve as a source of financial and managerial strength to each subsidiary and to commit resources to support those subsidiaries. Under this policy, the Federal Reserve Board may require the company to contribute additional capital to an undercapitalized subsidiary and may disapprove of the payment of dividends to the holding company’s shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) codified this policy as a statutory requirement.

 

The BHCA requires prior approval by the Federal Reserve Board for a bank holding company to directly or indirectly acquire more than a 5.0% voting interest in any bank or its parent holding company. Factors taken into consideration in making such a determination include the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis and the acquiring institution’s record of addressing the credit needs of the communities it serves.

 

The BHCA also governs interstate banking and restricts Farmers’ nonbanking activities to those determined by the Federal Reserve Board to be financial in nature, or incidental or complementary to such financial activity, without regard to territorial restrictions. Transactions among the Bank and its affiliates are also subject to certain limitations and restrictions of the Federal Reserve Board, as described more fully under the caption “Dividends and Transactions with Affiliates” in this Item 1.

 

The Gramm-Leach-Bliley Act of 1999 permits a qualifying bank holding company to elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company. Farmers elected to become a financial holding company during 2016.

 

Regulation of Nationally Chartered Banks

 

As a national banking association, Farmers Bank is subject to regulation under the National Banking Act and is periodically examined by the OCC. OCC regulations govern permissible activities, capital requirements, dividend limitations, investments, loans and other matters. Furthermore, Farmers Bank is subject, as a member bank, to certain rules and regulations of the Federal Reserve Board, many of which restrict activities and prescribe documentation to protect consumers. Under the Bank Merger Act, the prior approval of the OCC is required for a national bank to merge with, or purchase the assets or assume the deposits of, another bank. In reviewing applications to approve merger and other acquisition transactions, the OCC and other bank regulatory authorities may include among their considerations the competitive effect and public benefits of the transactions, the capital position of the combined organization, the applicant’s performance under the CRA and fair housing laws, and the effectiveness of the entities in restricting money laundering activities. In addition, the establishment of branches by Farmers Bank is subject to the prior approval of the OCC. The OCC has the authority to impose sanctions on the Bank and, under certain circumstances, may place Farmers Bank into receivership.

 

The Bank is also an insured institution as a member of the DIF. As a result, it is subject to regulation and deposit insurance assessments by the FDIC.

 

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Dividends and Transactions with Affiliates

 

The Company is a legal entity separate and distinct from the Bank and its other subsidiaries. The Company’s principal source of funds to pay dividends on its common shares and service its debt is dividends from Farmers Bank and its other subsidiaries. Various federal and state statutory provisions and regulations limit the amount of dividends that Farmers Bank may pay to Farmers without regulatory approval. Farmers Bank generally may not, without prior regulatory approval, pay a dividend in an amount greater than its undivided profits after deducting statutory bad debt in excess of the Bank’s allowance for loan losses. In addition, prior approval of the OCC is required for the payment of a dividend if the total of all dividends declared in a calendar year would exceed the total of Farmers Bank’s net income for the year combined with its retained net income for the two preceding years.

 

In addition, Farmers and Farmers Bank are subject to other regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The federal banking agencies are authorized to determine under certain circumstances that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The federal banking agencies have stated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings. In addition, in the current financial and economic environment, the Federal Reserve Board has indicated that financial holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels, unless both asset quality and capital are very strong. Thus, the ability of Farmers to pay dividends in the future is currently influenced, and could be further influenced, by bank regulatory policies and capital guidelines.

 

The Bank is subject to restrictions under federal law that limit the transfer of funds or other items of value to the Company and its nonbanking subsidiaries and affiliates, whether in the form of loans and other extensions of credit, investments and asset purchases or other transactions involving the transfer of value from a subsidiary to an affiliate or for the benefit of an affiliate. These regulations limit the types and amounts of transactions (including loans due and extensions of credit) that may take place and generally require those transactions to be on an arm’s-length basis. In general, these regulations require that any “covered transaction” by Farmers Bank with an affiliate must be secured by designated amounts of specified collateral and must be limited, as to any one of Farmers or its non-bank subsidiaries, to 10% of Farmers Bank’s capital stock and surplus, and, as to Farmers and all such non-bank subsidiaries in the aggregate, to 20% of Farmers Bank’s capital stock and surplus. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization including, for example, the requirement that the 10% capital limit on covered transactions apply to financial subsidiaries. “Covered transactions” are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the Federal Reserve Board) from the affiliate, certain derivative transactions that create a credit exposure to an affiliate, the acceptance of securities issued by the affiliate as collateral for a loan and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

 

Capital loans from the Company to the Bank are subordinate in right of payment to deposits and certain other indebtedness of the Bank. In the event of Farmers’ bankruptcy, any commitment by Farmers to a federal bank regulatory agency to maintain the capital of Farmers Bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

 

The Federal Deposit Insurance Act of 1950, as amended, provides that, in the event of the “liquidation or other resolution” of an insured depository institution such as the Bank, the insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, nondeposit creditors, including the Company, with respect to any extensions of credit they have made to such insured depository institution.

 

Capital Adequacy

 

Both Farmers and Farmers Bank are subject to risk-based capital requirements imposed by their respective primary federal banking regulator. The Federal Reserve Bank monitors the capital adequacy of Farmers and the FDIC monitors the capital adequacy of Farmers Bank.

 

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Under the capital adequacy standards of the Basel Committee on Banking Supervision ("Basel III"), common equity tier 1 capital consists of common stock and paid-in capital (net of treasury stock) and retained earnings. Common equity tier 1 capital is reduced by goodwill, certain intangible assets, net of associated deferred tax liabilities, deferred tax assets that arise from tax credit and net operating loss carryforwards, net of any valuation allowance, and certain other items as specified by Basel III.

 

Tier 1 capital includes common equity tier 1 capital and certain additional tier 1 items as provided under Basel III. Tier 2 capital, which can be included in the total capital ratio, generally consists of other preferred stock and subordinated debt meeting certain conditions plus limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.

 

Basel III allows for insured depository institutions to make a one-time election not to include most elements of accumulated other comprehensive income in regulatory capital and instead effectively use the existing treatment under the general risk-based capital rules. The Company and the Bank made this opt-out election in the first quarter of 2015 to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of our investment securities portfolio.

 

Basel III limits capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital, tier 1 capital and total capital to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements. Basel III requires the Bank to maintain: (i) a minimum ratio of Common Equity Tier 1 (“CET1”) to risk-weighted assets of 4.5%, plus a 2.5% capital conservation buffer (the “CCB”) (effectively resulting in a minimum ratio of CET1 to risk-weighted assets of 7.0%); (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, plus the CCB (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (iii) a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the CCB (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 balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

 

Basel III provides for a number of deductions from and adjustments to CET1, including the deduction of mortgage servicing rights, deferred tax assets dependent upon future taxable income and significant investments in non-consolidated financial entities if any one such category exceeds 10.0% of CET1 or if all such categories in the aggregate exceed 15.0% of CET1.

 

In addition to Basel III, the Dodd-Frank Act requires or permits federal banking agencies to adopt regulations affecting capital requirements in a number of respects, including potentially more stringent capital requirements for systemically important financial institutions. Accordingly, the regulations ultimately applicable to the Company may differ substantially from Basel III. Requirements of higher capital levels or higher levels of liquid assets could adversely impact the Company’s net income and return on equity.

 

 

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Economic Growth, Regulatory Relief and Consumer Protection Act

 

The Economic Growth, Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”) repealed or modified certain provisions of the Dodd-Frank Act and eased restrictions on all but the largest banks (those with consolidated assets in excess of $250 billion). Bank holding companies with consolidated assets of less than $100 billion, including Farmers, are no longer subject to enhanced prudential standards. The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including Farmers, from certain record-keeping, reporting and disclosure requirements.

 

Volcker Rule

 

The Volcker Rule provision of the Dodd-Frank Act (the “Volcker Rule”) places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security, derivative, commodity future or option on any such instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it exempts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and securities lending agreements and risk-mitigating hedging activities.

 

The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions.

 

Community banks with $10 billion or less in total consolidated assets and total trading assets and liabilities of 5.0% or less of total consolidated assets are excluded from the restrictions of the Volcker Rule, including the prohibition on banking entities investing in or sponsoring covered funds. As a result, certain banking entities are permitted to offer financial services and engage in other activities that do not raise concerns that the Volcker Rule was originally intended to address.

 

The Bank does not engage in any of the trading activities or own any of the types of funds prohibited by the Volcker Rule.

 

Prompt Corrective Action

 

The federal banking agencies have established a system of prompt corrective action to resolve certain problems of undercapitalized institutions. This system is based on five capital level categories for insured depository institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.”

 

The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank’s capital level. For example, the banking agencies must appoint a receiver or conservator for a bank within 90 days after it becomes “critically undercapitalized” unless the bank’s primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank’s capital category. For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

 

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Federal law permits the OCC to order the pro rata assessment of shareholders of a national bank whose capital stock has become impaired, by losses or otherwise, to relieve a deficiency in such national bank’s capital stock. This statute also provides for the enforcement of any such pro rata assessment of shareholders of such national bank to cover such impairment of capital stock by sale, to the extent necessary, of the capital stock owned by any assessed shareholder failing to pay the assessment. As the sole shareholder of Farmers Bank, the Company is subject to such provisions.

 

Deposit Insurance

 

Substantially all of the deposits of the Bank are insured up to applicable limits by the DIF of the FDIC, and Farmers Bank is assessed deposit insurance premiums to maintain the DIF. The general insurance limit is $250,000 per separately insured depositor. This insurance is backed by the full faith and credit of the U.S. Government. Insurance premiums for each insured institution are determined based upon the institution’s capital level and supervisory rating provided to the FDIC by the institution’s primary federal regulator and other information deemed by the FDIC to be relevant to the risk posed to the DIF by the institution. The assessment rate is then applied to the amount of the institution’s deposits to determine the institution’s insurance premium.

 

The FDIC assesses quarterly deposit insurance premiums on each insured institution based on risk characteristics of the institution and may also impose special assessments in emergency situations. The premiums fund the DIF. Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (“DRR”), which is the amount in the DIF as a percentage of all DIF insured deposits. In 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35%. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets of less than $10 billion of the increase in the statutory minimum DRR to 1.35%. Although the FDIC’s new rules reduced assessment rates on all banks, they imposed a surcharge on banks with assets of $10 billion or more to be paid until the DRR reaches 1.35%. The rules also provide assessment credits to banks with assets of less than $1 billion for the portion of their assessments that contribute to the increase of the DRR to 1.35%. The rules further changed the method of determining risk-based assessment rates for established banks with less than $10 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk. Because the DRR fell below the statutory minimum to 1.30% the FDIC adopted a restoration plan that requires the restoration of the DRR to 1.35% by September 30, 2028. The restoration plan maintained the scheduled assessment rates for all insured institutions.

 

As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, federally-insured institutions. It also may prohibit any federally-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF. The FDIC also has the authority to take enforcement actions against insured institutions. Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

 

Fiscal and Monetary Policies

 

The Company’s business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies. The Company is particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the United States in order to influence general economic conditions, primarily through open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in the reserve requirements against depository institutions’ deposits. These policies and regulations significantly affect the overall growth and distribution of loans, investments and deposits, as well as interest rates charged on loans and paid on deposits.

 

The monetary policies of the Federal Reserve Board have had a significant effect on operations and results of financial institutions in the past and are expected to have significant effects in the future. In view of the changing conditions in the economy, the money markets and activities of monetary and fiscal authorities, Farmers can make no predictions as to future changes in interest rates, credit availability or deposit levels.

 

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Community Reinvestment Act

 

The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA and are assigned ratings. In order for a bank holding company to commence any new activity permitted by the BHCA, or to acquire any company engaged in any new activity permitted by the BHCA, each insured depository institution subsidiary of the bank holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. Furthermore, banking regulators take into account CRA ratings when considering approval of a proposed transaction. Farmers received a rating of “satisfactory” in its most recent CRA examination.

 

Customer Privacy

 

Farmers Bank is subject to regulations limiting the ability of financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow customers to prevent disclosure of certain personal information to a nonaffiliated third party. These regulations affect how consumer information is transmitted and conveyed to outside vendors.

 

Anti-Money Laundering and the USA Patriot Act

 

The Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and its related regulations require insured depository institutions, broker-dealers and certain other financial institutions to have policies, procedures and controls to detect, prevent, and report money laundering and terrorist financing. The USA Patriot Act and its regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution. In addition, federal banking agencies are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering policies, procedures and controls of the applicants.

 

Corporate Governance

 

The Sarbanes-Oxley Act of 2002 effected broad reforms to areas of corporate governance and financial reporting for public companies under the jurisdiction of the Commission. The Company’s corporate governance policies include an Audit Committee Charter, a Compensation Committee Charter, Corporate Governance and Nominating Committee Charter and Code of Business Conduct and Ethics. The Board of Directors reviews the Company’s corporate governance practices on a continuing basis. These and other corporate governance policies have been provided previously to shareholders and are available, along with other information on Farmers’ corporate governance practices, on the Company’s website at www.farmersbankgroup.com.

 

As directed by Section 302(a) of the Sarbanes-Oxley Act, the Company’s chief executive officer and chief financial officer are each required to certify that the Company’s Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company’s internal controls, they have made certain disclosures about the Company’s internal controls to its auditors and the audit committee of the Board of Directors and they have included information in the Company’s Quarterly and Annual Reports about their evaluation and whether there have been significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.

 

10

 

Executive and Incentive Compensation

 

In June 2010, the Federal Reserve Board, OCC and FDIC issued joint interagency guidance on incentive compensation policies (the “Joint Guidance”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should: (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks; (ii) be compatible with effective internal controls and risk management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

 

Pursuant to the Joint Guidance, the Federal Reserve Board will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as Farmers. Such reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness, and prompt and effective measures are not being taken to correct the deficiencies.

 

The Dodd-Frank Act also provides shareholders the opportunity to cast a non-binding vote on executive compensation practices, imposes new executive compensation disclosure requirements, and contains additional considerations of the independence of compensation advisors.

 

Cybersecurity

 

Federal banking regulators issued two related statements regarding cybersecurity in 2015. One statement indicates that financial institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing Internet-based services of the financial institution. The second statement indicates that management of financial institutions are expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cybersecurity attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity attack. If the Bank fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

 

In November 2021, the federal bank regulatory agencies issued a final rules that became effective in May 2022, requiring banking organizations that experience a computer-security incident to notify certain entities. A computer-security incident occurs when actual or potential harm to the confidentiality, integrity or availability of information or the information system occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures. The affected bank must notify its respective federal regulator of the computer-security incident as soon as possible and no later than 36 hours after the bank determine a computer-security incident that rises to the level of a notification incident has occurred. These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest into larger incidents. This rule also requires bank service providers to notify their bank organization customers of a computer-security incident that has occurred, or is reasonably likely to cause, a material service disruption or degradation for four or more hours.

 

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The Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, requires certain covered entities to report a covered incident to the U.S. Department of Homeland Security's Cybersecurity & Infrastructure Security Agency ("CISA") within 72 hours after a covered entity reasonably believes an incident has occurred. Separate reporting to CISA will also be required within 24 hours if a ransom payment is made as a result of a ransomware attack.

 

The SEC adopted a new rule on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies in 2023, which applies to all public companies subject to the reporting requirements of the Exchange Act and requires disclosure of material cybersecurity incidents in Current Reports on Form 8-K and periodic disclosure of cybersecurity risk management, strategy, and governance in annual reports in Annual Reports on Form 10-K.

 

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations and many states have recently implemented or modified their data breach notification and data privacy requirements. The Company expects this trend of state-level cybersecurity regulatory activity to continue, and continues to monitor these developments.

 

In the ordinary course of its business, the Bank relies on electronic communications and information systems to conduct its operations and to store sensitive data, and employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding these defensive measures, the threat from cybersecurity attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While the Bank has not, to date, detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, the Bank’s systems and those of its customers and third-party service providers are under constant threat and it is possible that we could experience a future significant event. The Bank expects risks and exposures related to cybersecurity attacks to remain high for the foreseeable future. For further discussion of risks related to cybersecurity, see “Item 1A Risk Factors.” See also the Company’s disclosures regarding risk management, strategy, governance and incident disclosure under “Item 1C.”

 

Future Legislation and Regulation

 

Various and significant legislation affecting financial institutions and the financial industry is from time to time introduced in the U.S. Congress and state legislatures, as well as by regulatory agencies, and such legislation may further change banking statutes and the operating environment of the Company in substantial and unpredictable ways. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. With the enactment and the continuing implementation of the Dodd-Frank Act and regulations thereunder, the nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable.

 

A change in legislation affecting financial institutions and the financial industry could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of the Company or any of its subsidiaries. Farmers cannot predict the scope and timing of any such future legislation and, if enacted, the effect that it could have on its business, financial condition or results of operations.

 

Also, such statutes, regulations and policies are continually under review by the U.S. Congress and state legislatures and federal and state regulatory agencies and are subject to change at any time, particularly in the current economic and regulatory environment. Any such change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the business of the Company.

 

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Information About Our Executive Officers

 

The names, ages and positions of Farmers’ executive officers as of March 1, 2026:

 

Name

 

Age

 

Title

Troy Adair

  59  

Executive Vice President, Secretary, Treasurer and Chief Financial Officer of Farmers and Senior Executive Vice President and Chief Financial Officer of Farmers Bank

Kevin J. Helmick

  54  

President and Chief Executive Officer of Farmers and Farmers Bank

Brian E. Jackson

  56  

Executive Vice President and Chief Information Officer of Farmers Bank

Michael E. Matuszak

  58  

Senior Executive Vice President and Chief Operating Officer of Farmers Bank

Mark A. Nicastro

  55  

Executive Vice President and Chief Human Resources Officer of Farmers Bank

Michael Oberhaus

  49  

Executive Vice President and Chief Risk Officer of Farmers Bank

Sherry Commons

  54  

Senior Vice President and Chief Accounting Officer of Farmers Bank

Michael Lipke

  58  

Senior Vice President and Chief Credit Officer of Farmers Bank

Amber Wallace Soukenik

  60  

Senior Executive Vice President and Chief Retail/Marketing Officer of Farmers Bank

Mark J. Wenick

  66  

Senior Executive Vice President and Chief Wealth Management Officer of Farmers Bank

 

Officers are generally elected annually by the Board of Directors. The term of office for all the above executive officers is for the period ending with the next annual meeting.

 

Principal Occupation and Business Experience of Executive Officers

 

Mr. Adair has served as Executive Vice President, Secretary, Treasurer and Chief Financial Officer of Farmers and Senior Executive Vice President and Chief Financial Officer of Farmers Bank since August 2021. Mr. Adair joined Farmers in June of 2021 as Executive Vice President of Finance. Prior to that time, Mr. Adair was the treasurer of Home Savings Bank/Premier Bank from February 2016 through June of 2021 and Director of Risk Management from February of 2002 to February of 2016. Mr. Adair has 38 years of experience in finance and accounting in the banking industry.

 

Mr. Helmick is the President and Chief Executive Officer of Farmers and Farmers Bank, a position he has held since November 2013. Prior to becoming President, Mr. Helmick was Secretary of Farmers and Executive Vice President – Wealth Management and Retail Services of Farmers Bank since January 2012. Mr. Helmick has been with the Company for 31 years and has a retail and investment background, including an MBA and CFP designation. From 1997 through 2008, Mr. Helmick served as the Vice President and Program Manager for Farmers Investments. In 2008, Mr. Helmick was promoted to Senior Vice President of Wealth Management and Retail Services where he was responsible for the management and oversight of the retail investment area of Farmers Bank, Farmers Insurance, and all branch sales and operational functions.

 

Mr. Jackson is the Executive Vice President and Chief Information Officer of Farmers Bank, a position he has held since May 2009. Prior to coming to the Company, Mr. Jackson was Assistant Vice President and Information Technology Manager with Home Savings Bank since 1993. He has over 32 years of experience in the IT field. Mr. Jackson was appointed as an executive officer in 2012.

 

Mr. Nicastro is the Executive Vice President and Chief Human Resources Officer of Farmers Bank. Mr. Nicastro was appointed to that position in 2017 and previously served as Director of Human Resources since joining Farmers in July 2009. Prior to that, Mr. Nicastro served as Staffing and Compliance Manager for Huntington National Bank (2007-2008) and Regional Human Resources Manager for Sky Bank from 2004 until 2007. Mr. Nicastro has an MBA, and has more than 27 years of experience in Human Resource Management from both large multi-national banks and regional community banks. He was appointed as an executive officer in 2012.

 

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Mr. Matuszak is the Senior Executive Vice President and Chief Operating Officer of Farmers Bank, a position he has held since December of 2022. Most recently, Mr. Matuszak served as the Vice President, Cloud Services with Wellmark Blue Cross Blue Shield for 6 years, becoming Vice President, Cloud Services and CISO in 2019. Mr. Matuszak has more than 27 years of experience in operations, facilities, cybersecurity and software development throughout the financial services, insurance and healthcare industries. He also holds certifications in Six Sigma and ITIL and a master’s degree in technical communications.

 

Mr. Oberhaus is the Executive Vice President and Chief Risk Officer of Farmers Bank. Mr. Oberhaus joined Farmers National Bank as part of the merger with First National Bank of Orrville in June of 2015 as the company’s Enterprise Risk Manager. Prior to the merger Mr. Oberhaus served as the SVP and Chief Risk Officer of First National Bank of Orrville and brings more than 27 years of experience in banking.

 

Ms. Commons is the Senior Vice President and Chief Accounting Officer of Farmers Bank. Ms. Commons joined Farmers National Bank in March 2025.  Prior to coming to the Company, Ms. Commons was Senior Vice President and Controller of Premier Bank where she worked since 1997.  Ms. Commons has over 23 years of experience in finance and accounting in the banking industry.  

 

Mr. Lipke is the Senior Vice President and Chief Credit Officer of Farmers Bank and has held that title since April of 2025.  Mr. Lipke joined Farmer National Bank as part of the merger with Cortland Bank in November of 2021 as the Director of Commercial Credit Administration.  Prior to the merger Mr. Lipke served as the SVP and Chief Credit Officer of Cortland Bank and has over 30 years of banking experience.

 

Ms. Wallace Soukenik has served as Senior Executive Vice President and Chief Retail/Marketing Officer for Farmers Bank since November 2013. In August 2008, Ms. Wallace Soukenik joined Farmers Bank as Senior Vice President and Director of Marketing. She has 35 years of experience in the marketing field. Prior to joining the Company, Ms. Wallace Soukenik served as the Assistant Vice President of Marketing and Physician Relations at Trumbull Memorial Hospital. She was appointed as an executive officer in 2012.

 

Mr. Wenick is Senior Executive Vice President and Chief Wealth Management Officer of Farmers Bank. Prior to coming to Farmers National Bank in 2017, Mr. Wenick was regional president of Chemical Bank for 3 years. Prior to that, Mr. Wenick spent 5 years in local bank investment and trust positions. He brings more than 42 years of financial expertise in the area of wealth management.

 

Item 1A. Risk Factors.

 

The following are certain risk factors that could materially and negatively affect our business, results of operations, cash flows or financial condition. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The risks that are discussed below are not the only ones we face. If any of the following risks occur, our business, financial condition or results of operations could be negatively affected. Additional risks that are not presently known or that we presently deem to be immaterial could also have a material, adverse impact on our business, financial condition or results of operations.

 

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Risks Related to Our Business

 

We extend credit to a variety of customers based on internally set standards and judgment. We manage credit risk through a program of underwriting standards, the review of certain credit decisions and an on-going process of assessment of the quality of credit already extended. Our credit standards and on-going process of credit assessment might not protect us from significant credit losses.

 

We take credit risk by virtue of making loans, extending loan commitments and letters of credit and, to a lesser degree, purchasing non-governmental securities. Our exposure to credit risk is managed through the use of consistent underwriting standards that emphasize “in-market” lending, while avoiding highly leveraged transactions as well as excessive industry and other concentrations. Our credit administration function employs risk management techniques to ensure that loans adhere to corporate policy and problem loans are promptly identified. While these procedures are designed to provide us with the information needed to implement policy adjustments where necessary, and to take proactive corrective actions, there can be no assurance that such measures will be effective in avoiding undue credit risk.

 

We have significant exposure to risks associated with commercial real estate and residential real estate in our primary markets.

 

As of December 31, 2025, a majority of our loan portfolio consisted of commercial real estate and residential real estate loans, including real estate development, construction and residential and commercial mortgage loans. Consequently, real estate-related credit risks are a significant concern for us. The adverse consequences from real estate-related credit risks tend to be cyclical and are often driven by national economic developments that are not controllable or entirely foreseeable by us or our borrowers.

 

Our business depends significantly on general economic conditions in northeastern Ohio and western Pennsylvania. Accordingly, the ability of our borrowers to repay their loans, and the value of the collateral securing such loans, may be significantly affected by economic conditions in the regions we serve or by changes in the local real estate markets. A significant decline in general economic conditions caused by inflation, recession, unemployment, acts of terrorism or other factors beyond our control could have an adverse effect on our business, financial condition or results of operations.

 

Our indirect lending exposes us to increased credit risks.

 

A portion of our current lending involves the purchase of consumer automobile installment sales contracts from automobile dealers located in Northeastern Ohio. These loans are for the purchase of new or late model used cars. We serve customers over a broad range of creditworthiness, and the required terms and rates are reflective of those risk profiles. While these loans have higher yields than many of our other loans, such loans involve significant risks in addition to normal credit risk. Potential risk elements associated with indirect lending include the limited personal contact with the borrower as a result of indirect lending through dealers, the absence of assured continued employment of the borrower, the varying general creditworthiness of the borrower, changes in the local economy and difficulty in monitoring collateral. While indirect automobile loans are secured, such loans are secured by depreciating assets and characterized by loan to value ratios that could result in us not recovering the full value of an outstanding loan upon default by the borrower. Delinquencies, charge-offs and repossessions of vehicles in this portfolio are always concerns. If general economic conditions worsen, we may experience higher levels of delinquencies, repossessions and charge-offs.

 

15

 

Commercial and industrial loans may expose us to greater financial and credit risk than other loans.

 

As of December 31, 2025, approximately 10.4% of our loan portfolio consisted of commercial and industrial loans. Commercial and industrial loans generally carry larger loan balances and can involve a greater degree of financial and credit risk than other loans. Any significant failure to pay on time by our customers would hurt our earnings and cause a significant increase in non-performing loans. The increased financial and credit risk associated with these types of loans are a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the size of loan balances, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. In addition, when underwriting a commercial or industrial loan, we may take a security interest in commercial real estate, and, in some instances upon a default by the borrower, we may foreclose on and take title to the property, which may lead to potential financial risks. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and an increase in loan charge-offs, all of which could have a material adverse effect on our business, financial condition or results of operations.

 

We may be unable to integrate the business of the Company and Middlefield successfully or realize the anticipated benefits of the Merger.

 

The Merger of Middlefield into Farmers was completed on March 2, 2026.  The combination of two independent businesses is complex, costly and time-consuming, and we anticipate devoting significant management attention and resources to integrating the business practices and operations of Middlefield into ours. Potential difficulties that we may encounter as part of the integration process include the following:

 

 

 

the inability to successfully combine our business and Middlefield’s business in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the Merger;

 

 

complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on depositors, borrowers, employees and other constituencies;

 

 

the inability to retain the service of key management and other key personnel;

 

 

the assumption of contractual obligations with less favorable or more restrictive terms; and

 

 

potential unknown liabilities and unforeseen increased expenses associated with the Merger.

 

It is possible that the integration process could result in diversion of the attention of the Company’s management and the disruption of, or the loss of momentum in, the Company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.

 

Any of these issues could adversely affect our ability to maintain relationships with depositors, borrowers, employees and other constituencies or achieve the anticipated benefits of the Merger or could reduce our earnings or otherwise adversely affect our business, results of operations and financial condition.

 

Our allowance for credit losses may not be adequate to cover the expected, lifetime losses in our loan portfolio.

 

We maintain an allowance for credit losses that we believe is a reasonable estimate of the expected losses within the CECL model, based on management’s quarterly analysis of our loan portfolio. The determination of the allowance for credit losses requires management to make various assumptions and judgments about the collectability of our loans, including the creditworthiness of our borrowers and the value of real estate and other assets serving as collateral for the repayment of loans. Additional information regarding our allowance for credit losses methodology and the sensitivity of the estimates can be found in the discussion of “CRITICAL ACCOUNTING POLICIES” included in “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Annual Report on Form 10-K.

 

Our estimates of future credit losses is susceptible to changes in economic, operating and other conditions, including changes in regulations and interest rates, which may be beyond our control, and the losses may exceed current estimates. We cannot be assured of the amount of timing of losses, nor whether the allowance for credit losses will be adequate in the future.

 

If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover the expected losses from our loan portfolio, resulting in the need for additions to the allowance for credit losses which could have a material adverse impact on our financial condition and results of operations. In addition, bank regulators periodically review our allowance for credit losses as part of their examination process and may require management to increase the allowance or recognize further loan charge-offs based on judgments different than those of management.

 

The accounting guidance under the CECL model requires banks to record, at the time of origination, credit losses expected throughout the life of financial assets measured at amortized cost, including loan receivables, debt securities and reinsurance receivables, and off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments) and net investments in leases recognized by a lessor. Under the CECL model, we are required to use historical information, current conditions and reasonable and supportable forecasts to estimate the expected credit losses. If the methodologies and assumptions we use in the CECL model prove to be incorrect, or inadequate, the allowance for credit losses may not be sufficient, resulting in the need for additional allowance for credit losses to be established, which could have a material adverse impact on our financial condition and results of operations.

 

 

16

 

We are subject to certain risks with respect to liquidity.

 

“Liquidity” refers to our ability to generate sufficient cash flows to support our operations and to fulfill our obligations, including commitments to originate loans, to repay our wholesale borrowings and other liabilities and to satisfy the withdrawal of deposits by our customers. Our primary source of liquidity is our core deposit base, which is raised through our retail branch system. Core deposits – savings and money market accounts, time deposits less than $250,000 and demand deposits—comprised approximately 93.0% of total deposits at December 31, 2025. Additional available unused wholesale sources of liquidity include advances from the FHLB, issuances through dealers in the capital markets and access to certificates of deposit issued through brokers. Liquidity is further provided by unencumbered, or unpledged, investment securities that totaled $498.5 million at December 31, 2025. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could negatively affect our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or negative regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as severe disruption of the financial markets or negative news and expectations about the prospects for the financial services industry as a whole, as evidenced by recent turmoil in the domestic and worldwide credit markets.

 

Our business strategy includes continuing our growth plans. Our business, financial condition or results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

 

We intend to continue pursuing a profitable growth strategy both within our existing markets and in new markets. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in significant growth stages of development. We cannot assure that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business strategy. Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.

 

We may experience difficulties in integrating acquired businesses, or acquisitions may not perform as expected.

 

In the future, we may acquire other financial institutions or assets of financial institution. The successful integration of these potential acquisitions depends on our ability to manage the operations and personnel of the acquired businesses. Integrating operations is complex and requires significant efforts and expenses. Potential difficulties we may encounter as part of the acquisition and integration process include the following:

 

 

time and expense associated with identifying and evaluating potential acquisitions or expansions;

 

employees may voluntarily or involuntarily exit the Company because of the acquisitions;

 

our management team may have its attention diverted while trying to integrate the acquired companies;

 

we may encounter obstacles when incorporating the acquired operations into our operations;

 

differences in business backgrounds, corporate cultures and management philosophies;

 

potential unknown liabilities and unforeseen increased expenses;

 

previously undetected operational or other issues; and

 

the acquired operations may not otherwise perform as expected or provide expected results.

 

Any of these factors could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the acquisition or could reduce each company’s earnings or otherwise adversely affect our business and financial results after the acquisition.

 

17

 

We may fail to realize all of the anticipated benefits of acquisitions, which could reduce our anticipated profitability.

 

We expect that our acquisitions will result in certain synergies, business opportunities and growth prospects, although we may not fully realize these expectations. Our assumptions underlying estimates of expected cost savings may be inaccurate or general industry and business conditions may deteriorate. In addition, our growth and operating strategies for acquired businesses may be different from the strategies that the acquired companies pursued. If these factors limit our ability to integrate or operate the acquired companies successfully or on a timely basis, our expectations of future results of operations, including certain cost savings and synergies expected to result from acquisitions, may not be met.

 

We may not be able to attract and retain skilled people.

 

Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in most activities in which we engage can be intense, and we may not be able to retain or hire the people we want or need. In order to attract and retain qualified employees, we must compensate them at market levels. If we are unable to continue to attract and retain qualified employees, or do so at rates necessary to maintain our competitive position, our performance, including our competitive position, could suffer, and, in turn, adversely affect our business, financial condition or results of operations.

 

Strong competition within our markets could reduce our ability to attract and retain business.

 

We encounter significant competition from banks, savings and loan associations, credit unions, mortgage banks, and other financial service companies in our markets. Some of our competitors offer a broader range of products and services than we can offer as a result of their size and ability to achieve economies of scale. Such competition includes major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain more numerous banking locations and support extensive promotional and advertising campaigns. Our ability to maintain our history of strong financial performance and return on investment to shareholders will depend in part on our continued ability to compete successfully in our market. Our financial performance and return on investment to shareholders also depends on our ability to expand the scope of available financial services to our customers. In addition to other banks, competitors include securities dealers, brokers, investment advisors and finance and insurance companies. The increasingly competitive environment is, in part, a result of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers.

 

Consumers may decide not to use banks to complete their financial transactions.

 

Technology and other changes are allowing parties to utilize alternative methods to complete financial transactions that historically have involved banks. For example, consumers can now maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits. Customers may also move money out of bank deposits in favor of other investments, including digital or cryptocurrency. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition or results of operations.

 

We are exposed to operational risk.

 

Similar to any large organization, we are exposed to many types of operational risk, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems.

 

18

 

Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, social media and other marketing activities, the implementation of environmental, social, and governance practices, and from actions taken by government regulators and community organizations in response to any of the foregoing. Negative public opinion could adversely affect our ability to attract and keep customers, and could expose us to litigation and regulatory action, and could have a material adverse effect on our stock price or result in heightened volatility.

 

Given the volume of transactions we process, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process our transaction volume may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (for example, computer viruses or electrical or telecommunications outages), which may give rise to disruption of service to customers and to financial loss of liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as we are) and to the risk that our (or our vendors’) business continuity and data security systems prove to be inadequate.

 

We depend on the accuracy and completeness of information about our customers.

 

In deciding whether to extend credit or enter into other transactions and in evaluating and monitoring our loan portfolio, we rely on information provided to us by or on behalf of customers and other third parties, including financial statements, credit reports, and other financial information. We also rely on representations from our customers, counterparties, and other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate, incomplete, fraudulent or misleading financial or business information could result in a material adverse effect on our business, financial condition or results of operation.

 

Unauthorized disclosure of sensitive or confidential customer information, whether through a data breach of our computer systems, third-party service providers systems, by cyber-attack or otherwise, could severely harm our business.

 

As part of our financial institution business, we collect, process and retain sensitive and confidential client and customer information on behalf of our subsidiaries and other third parties. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. If information security is breached, information could be lost or misappropriated, resulting in financial loss or costs to us or damages to others. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and liability, or disrupt our operations, and have a material adverse effect on our business, financial condition or results of operations. We also depend on third-party vendors for components of our business infrastructure. While we have carefully selected these third-party vendors, we do not control their operations. Further, the operations of our third-party vendors could fail or otherwise become delayed. As such, our business and operations could be adversely affected in the event these vendors are unable to perform their various responsibilities and we are unable to timely and cost-effectively identify acceptable substitute providers.

 

We have not experienced any material loss relating to a cyber-attack or other information security breach, but there can be no assurance that we will not suffer such attacks or attempted breaches, or incur resulting losses, in the future. Our risks with respect to these threats remains heightened due to the evolving sophistication and frequency of such threats. As cyber-attacks and other attempted information security threats continue to evolve, we may be required to spend significant additional resources in efforts to modify and enhance our protective measures or in investigating or remediating of security breaches or vulnerabilities.

 

19

 

We depend on our subsidiaries for dividends, distributions and other payments.

 

As a financial holding company, we are a legal entity separate and distinct from our subsidiaries. Our principal source of funds to pay dividends on our common shares is dividends from these subsidiaries. Federal and state statutory provisions and regulations limit the amount of dividends that our banking and other subsidiaries may pay to us without regulatory approval. In the event our subsidiaries become unable to pay dividends to us, we may not be able to pay dividends on our outstanding common shares. Accordingly, our inability to receive dividends from our subsidiaries could also have a material adverse effect on our business, financial condition and results of operations. Further discussion of our ability to pay dividends can be found under the caption “Dividends and Transactions with Affiliates” in Item 1 of this Annual Report on Form 10-K.

 

We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.

 

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. Federal banking agencies have proposed extensive changes to their capital requirements; including raising required amounts and eliminating the inclusion of certain instruments from the calculation of capital. The final form of such regulations and their impact on the Company is unknown at this time, but may require us to raise additional capital. In addition, we may elect to raise capital to support our business or to finance acquisitions, if any, or for other anticipated reasons. Our ability to raise additional capital, if needed, will depend on financial performance, conditions in the capital markets, economic conditions and a number of other factors, including the satisfaction or release of preemptive rights in the event of a common share offering, many of which are outside our control. Therefore, there can be no assurance additional capital can be raised when needed or that capital can be raised on acceptable terms. Impairment to our ability to raise capital may have a material adverse effect on our business, financial condition or results of operations.

 

We may not be able to adapt to technological change.

 

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers while reducing costs. Our future success depends, in part, upon our ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. This could include the development, implementation, and adaptation of digital or cryptocurrency, blockchain, and other “fintech” technology. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

 

In addition, our implementation of certain new technologies, such as those related to artificial intelligence and algorithms, in our business processes may have unintended consequences due to their limitations, potential manipulation or our failure to use them effectively. Cloud technologies are also critical to the operation of our systems, and our reliance on cloud technologies is growing. Failure to successfully keep pace with technological change affecting the financial services industry, and failure to successfully manage the risks associated with the implementation of these new technologies, could negatively affect our growth, revenue and net income.

 

 

Risks Relating to General Economic and Market Conditions

 

Significant changes to the size, structure, powers and operations of the federal government, changes to U.S. economic policies, and uncertainties regarding these changes may cause economic disruptions which could adversely impact our business, results of operations and financial condition.

 

The current U.S. administration has implemented significant changes in federal priorities in the operations, structure, and policy focus of various federal agencies, as well as regulatory priorities, policy approaches and interpretations of existing laws by those federal agencies. Moreover, leadership transitions at key federal agencies have impacted and may continue to impact rulemaking, supervision, enforcement, and examination priorities across the financial regulatory landscape. These developments may have varying and unpredictable effects on the banking and financial services industry that, which makes it difficult to anticipate and mitigate attendant risks. Compliance with changing federal and regulatory priorities could, among other things, increase the costs of operating our business, reduce the demand for our products and services, impact our ability to achieve our business goals, and increase our legal, operational and reputational risks, any or all of which could materially adversely affect our results of operations.

 

20

 

The current U.S. administration also has implemented rapid shifts in macroeconomic policies, such as those relating to trade restrictions and tariffs, which have created significant uncertainties regarding U.S. economic growth, the potential for recession, and concerns over inflation. In order to mitigate the impact of unpredictable U.S. actions, global companies and governments may reduce the use of the U.S. dollar in world trade and financial transactions, which could result in further volatility in the financial markets and U.S. economy. Slow economic growth, economic contraction or recession, or shifts in broader consumer and business trends in the U.S. generally and regions we serve could significantly impact our ability to originate loans, the ability of borrowers to repay loans, and the value of the collateral securing loans.

 

Other political and economic events within the United States, including changes in or disagreements over U.S. monetary policy and actions of the Federal Reserve, disagreements over long-term federal budget and deficit reduction plans, the threat of a U.S. government shutdown, disagreements over, or threats not to increase, the U.S. government’s borrowing limit, and risk of further downgrade of the ratings of U.S. government debt obligations, also may negatively impact financial markets and the U.S. and regional economy.

 

Further, the perception of the potential for additional, significant changes in federal regulatory or economic policy also has increased uncertainty and may exacerbate declines in investor and consumer confidence, which in turn may adversely impact financial markets and the broader economy of the U.S. and the economy of regions we serve, perhaps suddenly and to a significant degree.

 

Regional business and economic conditions are a major driver of our results of operations. Difficult conditions in the regional business and economic environment, including those caused by the lack of stability and predictability of U.S. policymaking, may materially adversely affect our operating expenses, the quality of our assets, credit losses, and the demand for our products and services.

 

Changes in economic, political, and market conditions may adversely affect our industry and our business.

 

Our success depends in part on national and local economic, political, and market conditions as well as governmental monetary and other financial policies. Conditions such as inflation, recession, unemployment, changes in interest rates, money supply, governmental fiscal policies and other factors beyond our control may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. Because we have a significant amount of real estate loans, additional decreases in real estate values could adversely affect the value of property used as collateral and our ability to sell the collateral upon foreclosure. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings. If during a period of reduced real estate values we are required to liquidate the collateral securing loans to satisfy the debt or to increase our allowance for loan losses, it could materially reduce our profitability and adversely affect our financial condition. The majority of our loans are to individuals and businesses in Northeast Ohio. Consequently, further significant declines in the economy in the area could have a material adverse effect on our business, financial condition or results of operations. It is uncertain when credit trends in our market will reverse, and, therefore, future earnings are susceptible to further declining credit conditions in the market in which we operate. The continued impact on economic conditions caused by the currently inflationary environment and increases in market interest rates could have an adverse effect on our asset quality, deposit levels and loan demand, and, therefore, our financial condition and results of operations.

 

Adverse changes in the ability or willingness of our customers to meet their repayment obligations to the Company could adversely impact our liquidity, financial condition and results of operations.

 

Our business consists mainly of making loans to salaried people or other wage earners who generally depend on their earnings to meet their repayment obligations, and our ability to collect on loans depends on the willingness and repayment ability of our customers. Adverse changes in the ability or willingness of a significant portion of our customers to repay their obligations to the Company, whether due to changes in general economic, political or social conditions including the results of national, state or local elections, the cost of consumer goods, interest rates, natural disasters, acts of war or terrorism, prolonged public health crisis or a pandemic, or other causes, or events affecting our customers such as unemployment, major medical expenses, bankruptcy, divorce or death, could have a material effect on our liquidity, financial condition and results of operations.

 

21

 

 

We maintain an allowance for credit losses in our financial statements. Under the Financial Accounting Standards Board ("FASB") Current Expected Credit Losses ("CECL") standard, the credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments, based on estimates and assumptions at that date. However, the amount of actual future credit losses we may incur is susceptible to changes in economic, operating and other conditions within our various local markets, which may be beyond our control, and such losses may exceed current estimates. Although Management believes that the Company’s allowance for credit losses is adequate to absorb losses on any existing loans that may become uncollectible, we cannot estimate loan losses with certainty, and we cannot provide any assurances that our allowance for loan losses will prove sufficient to cover actual credit losses in the future. Credit losses in excess of our reserves may adversely affect our financial condition and results of operations.
 

In any event, any reduced liquidity could negatively impact our ability to be able to fund loans, or to pay the principal and interest on any of our outstanding debt securities at any time, including when due.

 

Changes in interest rates could adversely affect our income and financial condition.

 

Our earnings and cash flow are dependent upon our net interest income. Net interest income is the difference between the interest income generated by our interest-earning assets (consisting primarily of loans and, to a lesser extent, securities) and the interest expense generated by our interest-bearing liabilities (consisting primarily of deposits and wholesale borrowings). Our level of net interest income is primarily a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities, which, in turn, are impacted by external factors, such as the local economy, competition for loans and deposits, the monetary policy of the Federal Reserve Board and market interest rates.

 

Interest rates are beyond our control, and they fluctuate in response to general economic conditions and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits. While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such measures will be effective in avoiding undue interest rate risk. See additional interest rate risk discussion under the Market Risk section found in Item 7A of this Annual Report on Form 10-K.

 

Inflation may adversely impact our business and our customers.

 

Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. There is no guarantee that the U.S. Treasury Department, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of other banks or financial institutions, or that they would do so in a timely fashion. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

 

Defaults by another larger financial institution could adversely affect financial markets generally.

 

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we and our subsidiaries interact on a daily basis, and therefore could adversely affect our business, financial condition or results of operations.

 

Our financial condition, results of operation, and stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions.

 

In recent years, several high profile bank failures caused uncertainty in the investor community and negative confidence among bank customers generally.

 

These failures and any additional failures that could occur may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the financial services industry, including us. These bank failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions, which in turn led to a greater focus by institutions, investors, and regulators on the on-balance sheet liquidity of and funding sources for financial institutions and the composition of its deposits. Notwithstanding, our efforts to promote deposit insurance coverage with our customers and otherwise effectively manage our liquidity, deposit portfolio retention, and other related matters, our financial condition, results of operation, and stock price may be adversely affected by future negative events within the banking sector and adverse customer or investor responses to such events.

 

Risks Related to the Legal and Regulatory Environment

 

Increases in FDIC insurance premiums may have a material adverse effect on our earnings.

 

The FDIC maintains the Deposit Insurance Fund to resolve the cost of bank failures. Since late 2008, the FDIC has taken various actions intended to maintain a strong funding position and restore reserve ratios of the DIF. Those actions included increasing assessment rates for all insured institutions, requiring riskier institutions to pay a larger share of premiums by factoring in rate adjustments based on secured liabilities and unsecured debt levels, and imposing special assessments. 

 

22

 

Legislative or regulatory changes or actions, or significant litigation, could adversely impact us or the businesses in which we are engaged.

 

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the DIF, and not to benefit our shareholders. Regulations affecting banks and financial services businesses are undergoing continuous change, including the stimulus programs issued in connection with the COVID-19 pandemic, and management cannot predict the effect of these changes. The impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact us or our ability to increase the value of our business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by an institution and the adequacy of an institution’s allowance for loan losses. Additionally, actions by regulatory agencies or significant litigation against us could cause us to devote significant time and resources to defending our business and may lead to penalties that materially affect our shareholders and us.

 

In light of conditions in the global financial markets and the global economy that occurred in the last decade, regulators have increased their focus on the regulation of the financial services industry. Most recently, the U.S. Congress and the federal agencies regulating the financial services industry have acted on an unprecedented scale in responding to the stresses experienced in the global financial markets. Some of the laws enacted by the U.S. Congress and regulations promulgated by federal regulatory agencies subject us, and other financial institutions to which such laws and regulations apply, to additional restrictions, oversight and costs that may have an impact on our business, results of operations or the trading price of our common shares.

 

In addition to laws, regulations and actions directed at the operations of banks, proposals to reform the housing finance market consider winding down Fannie Mae and Freddie Mac, which could negatively affect our sales of loans.

 

Even a reduction in regulatory restrictions could adversely affect our operations and our shareholders if less restrictive regulation increases competition within the industry generally or within our markets.

 

Our results of operations, financial condition or liquidity may be adversely impacted by issues arising in foreclosure practices, including delays in the foreclosure process, related to certain industry deficiencies, as well as potential losses in connection with actual or projected repurchases and indemnification payments related to mortgages sold into the secondary market.

 

Previous announcements of deficiencies in foreclosure documentation by several large seller/servicer financial institutions have raised various concerns relating to mortgage foreclosure practices. The integrity of the foreclosure process is important to our business, as an originator and servicer of residential mortgages. As a result of our continued focus of concentrating our lending efforts in our primary markets in Ohio, as well as servicing loans for the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), we do not anticipate suspending foreclosure activities. We previously reviewed our foreclosure procedures and concluded they are generally conservative in nature and do not present the significant documentation deficiencies underlying other industry foreclosure problems. Nevertheless, we could face delays and challenges in the foreclosure process arising from claims relating to industry practices generally, which could adversely affect recoveries and our financial results, whether through increased expenses of litigation and property maintenance, deteriorating values of underlying mortgaged properties or unsuccessful litigation results generally.

 

23

 

In addition, in connection with the origination and sale of residential mortgages into the secondary market, we make certain representations and warranties, which, if breached, may require us to repurchase such loans, substitute other loans or indemnify the purchasers of such loans for actual losses incurred in respect of such loans. Although we believe that our mortgage documentation and procedures have been appropriate and are generally conservative in nature, it is possible that we will receive repurchase requests in the future and we may not be able to reach favorable settlements with respect to such requests. It is therefore possible that we may increase our reserves or may sustain losses associated with such loan repurchases and indemnification payments.

 

Environmental liability associated with commercial lending could have a material adverse effect on our business, financial condition or results of operations.

 

A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. In addition, we own and operate certain properties that may be subject to similar environmental liability risks.

 

Environmental laws and evolving regulation may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws and regulations or more stringent interpretations or enforcement policies with respect to existing laws or regulations may increase our exposure to environmental liability. Although we have policies and procedures requiring the performance of an environmental site assessment before initiating any foreclosure action on real property, these assessments may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our business, financial condition or results of operations.

 

Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.

 

Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG-related compliance costs for us as well as among our third-party suppliers, vendors and various other parties within our supply chain could result in increases to our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital, and the price of our common shares.

 

Impairment of investment securities, goodwill, other intangible assets, or deferred tax assets could require charges to earnings, which could result in a negative impact on our results of operations.

 

Quarterly, the Company evaluates its security portfolio to see if any security has a fair value less than its amortized cost. Once these securities are identified, the Company performs additional analysis to determine whether the decline in fair value resulted from a credit loss or other factors. Under current accounting standards, goodwill and certain other intangible assets with indeterminate lives are no longer amortized but, instead, are assessed for impairment periodically or when impairment indicators are present. Assessment of goodwill and such other intangible assets could result in circumstances where the applicable intangible asset is deemed to be impaired for accounting purposes. Under such circumstances, the intangible asset’s impairment would be reflected as a charge to earnings in the period. Deferred tax assets are only recognized to the extent it is more likely than not they will be realized. Should management determine it is more likely than not that the deferred tax assets will be realized, a valuation allowance with a change to earnings would be reflected in the period.

 

24

 

Changes and uncertainty in tax laws could adversely affect our performance.

 

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, financial institutions tax, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations and, as described in the above risk discussion and below, the fair value of net deferred tax assets. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

 

The Tax Cuts and Jobs Act, among other changes, imposed additional limitations on the federal income tax deductions individual taxpayers may take for mortgage loan interest payments and for payments of state and local taxes, including real property taxes. The Tax Cuts and Jobs Act also imposed additional limitations on the deductibility of business interest expense and eliminated other deductions in their entirety, including deductions for certain home equity loan interest payments. Such limits and eliminations may result in customer defaults on loans we have made and decrease the value of mortgage-backed securities in which we have invested.

 

Anti-takeover provisions could delay or prevent an acquisition or change in control by a third party.

 

Provisions of the Ohio General Corporation Law, our Amended Articles of Incorporation, and our Amended Code of Regulations, including a staggered board and supermajority voting requirements, could make it more difficult for a third party to acquire control of us or could have the effect of discouraging a third party from attempting to acquire control of us.

 

We may be a defendant from time to time in the future in a variety of litigation and other actions, which could have a material adverse effect on our business, financial condition or results of operations.

 

Our subsidiaries and we may be involved from time to time in the future in a variety of litigation arising out of our business. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our business, financial condition or results of operations. In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all.

 

Item 1B. Unresolved Staff Comments.

 

There are no matters of unresolved staff comments from the Commission staff.

 

 

Item 1C. Cybersecurity

 

Risk Management and Strategy

 

In the ordinary course of its business, the Bank relies on electronic communications and information systems to conduct its operations and to store sensitive data, and employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding these defensive measures, the threat from cybersecurity attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While the Bank has not, to date, detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, the Bank’s systems and those of its customers and third-party service providers are under constant threat and it is possible that we could experience a future significant event. The Bank expects risks and exposures related to cybersecurity attacks to remain high for the foreseeable future. For further discussion of risks related to cybersecurity, see “Item 1A Risk Factors.”

 

25

 

 

Governance

 

The Chief Risk Officer is responsible for overseeing the assessment and management of the Company's information security program. The Chief Information Officer is responsible for execution, management, and administration of the information security tools and defenses of the program.

 

 

Item 2. Properties.

 

At December 31, 2025, the Company conducted its business from its main office at 30 South Broad Street, Canfield, Ohio and 62 full-service banking centers and 2 stand-alone loan production offices located in northeast Ohio. Farmers Trust operates five offices in northeast Ohio and Farmers Insurance operates two offices. Farmers also has a back-office operations facility located in Niles, Ohio. See Note 8 to the Consolidated Financial Statements for additional information.

 

Item 3. Legal Proceedings.

 

In the normal course of business, the Company and its subsidiaries are at times subject to pending and threatened legal actions, some for which the relief or damages sought are substantial. Although Farmers is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that, based on the information currently available, the outcome of such actions, individually or in the aggregate, would not have a material adverse effect on the results of operations or stockholders’ equity of the Company. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not known.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

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Part II

 

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities.

 

Market Information regarding the Companys Common Shares.

 

Farmers’ common shares currently trade under the symbol “FMNB” on the Nasdaq Capital Market. Farmers had approximately 37,672,309 holders of record of common shares at February 20, 2026. The following table sets forth price ranges and dividend information for Farmers’ common shares for the calendar quarters indicated. Quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. Certain limitations and restrictions on the ability of Farmers to continue to pay quarterly dividends are described under the caption “Capital Resources” in Item 7 of this Part II, and under the caption “Dividends and Transactions with Affiliates” in Item 1 of Part I.

 

   

March 31,

   

June 30,

   

September 30,

   

December 31,

 

Quarter Ended

 

2025

   

2025

   

2025

   

2025

 

High

  $ 14.51     $ 13.89     $ 15.30     $ 14.67  

Low

  $ 12.80     $ 11.92     $ 13.19     $ 12.86  

Cash dividends paid per share

  $ 0.17     $ 0.17     $ 0.17     $ 0.17  

 

   

March 31,

   

June 30,

   

September 30,

   

December 31,

 

Quarter Ended

 

2024

   

2024

   

2024

   

2024

 

High

  $ 14.75     $ 13.36     $ 16.32     $ 16.29  

Low

  $ 12.29     $ 11.55     $ 12.01     $ 13.64  

Cash dividends paid per share

  $ 0.17     $ 0.17     $ 0.17     $ 0.17  

 

The following table provides information regarding the Company's purchases of its common shares during the quarter ended December 31, 2025:

 

                             
    Total Number of Shares     Average Price Paid per     Total Number of Shares Purchased as Part of Publicly Announced     Maximum Number of Shares that May Yet be Purchased Under  

Period

  Purchased     Share     Program     the Program  

Beginning balance

                            497,047  

October

    4,366     $ 14.26       0       497,047  

November

    0       0       0       497,047  

December

    0       0       0       497,047  

Ending balance

    4,366     $ 0       0       497,047  

 

On March 1, 2023, the Company announced that its Board of Directors authorized the purchase of up to 1,000,000 shares of its common stock in the open market or in privately negotiated transactions, from time to time and subject to market and other conditions. This 2023 Repurchase Program supersedes the Company’s prior share repurchase program discussed above. The 2023 Repurchase Program may be modified, suspended or terminated by the Company at any time. During 2025, no shares were repurchased under this plan. There were 497,047 shares left to repurchase under this plan at December 31, 2025.

 

Item 6. Reserved.

 

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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

The following presents a discussion and analysis of Farmers’ financial condition and results of operations by its management. The review highlights the principal factors affecting earnings and the significant changes in balance sheet items for the years 2025, 2024 and 2023. Financial information for prior years is presented when appropriate. The objective of this financial review is to enhance the reader’s understanding of the accompanying tables and charts, the consolidated financial statements, notes to financial statements and financial statistics appearing elsewhere in this Annual Report on Form 10-K. Where applicable, this discussion also reflects management’s insights of known events and trends that have or may reasonably be expected to have a material effect on Farmers’ business, financial condition or results of operations.

 

Cautionary Note Regarding Forward Looking Statements

 

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are not statements of historical fact, but rather statements based on Farmers’ current expectations, beliefs and assumptions regarding the future of Farmers’ business, future plans and strategies, projections, anticipated events and trends, its intended results and future performance, the economy and other future conditions. Forward-looking statements are preceded by terms such as “will,” “would,” “should,” “could,” “may,” “expect,” “estimate,” “believe,” “anticipate,” “intend,” “plan” “project,” or variations of these words, or similar expressions. Forward-looking statements are not a guarantee of future performance, and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers’ actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in Farmers’ filings with the Commission, including without limitation the risk factors disclosed in Item 1A, “Risk Factors” of this Annual Report on Form 10-K.

 

Many of these factors are beyond the Company’s ability to control or predict, and readers are cautioned not to put undue reliance on those forward-looking statements. The following, which is not intended to be an all-encompassing list, summarizes several factors that could cause the Company’s actual results to differ materially from those anticipated or expected in any forward-looking statement:

 

 

general economic conditions in markets where the Company conducts business, which could materially impact credit quality trends;

 

the length and extent of the economic impacts of the ongoing conflict in Ukraine;

 

the length and extent of U.S. and foreign country tariff policies and their impact on global, national, and regional economic conditions;
  actions by the Federal Reserve Board, U.S. Treasury and other government agencies, including those that impact money supply, market interest rates and inflation;
 

disruptions in the mortgage and lending markets and significant or unexpected fluctuations in interest rates related to governmental responses to inflation, including financial stimulus packages and interest rate changes;

 

general business conditions in the banking industry;

 

the regulatory environment;

 

general fluctuations in interest rates;

 

demand for loans in the market areas where the Company conducts business;

 

rapidly changing technology and evolving banking industry standards;

 

competitive factors, including increased competition with regional and national financial institutions;

 

Farmers' ability to attract, recruit and retain skilled employees; and

 

new service and product offerings by competitors and price pressures.

 

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Other factors not currently anticipated may also materially and adversely affect the Company’s results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in the presentation are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Company does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, expect as may be required by applicable law.

 

Results of Operations

 

Comparison of Operating Results for the Years Ended December 31, 2025 and 2024.

 

The Company recorded net income of $54.6 million for the year ended December 31, 2025, compared to $45.9 million for the year ended December 31, 2024. The Company reported $1.45 per diluted common share in 2025 compared to $1.22 per diluted common share in 2024.

 

Net Interest Income

 

The Company recognized net interest income of $142.4 million for the year ended December 31, 2025, compared to $128.4 million for the year ended December 31, 2024. The tax-equivalent net interest margin increased from 2.69% for 2024 to 2.95% for 2025. The increase in net interest margin was due to higher yields on interest earning assets and lower funding costs on interest bearing liabilities.  The Federal Reserve rate cuts late in 2024 and 2025 have benefited funding costs, while the lag effects of assets repricing continued to drive earning asset yields higher. 

 

Total interest income increased from $227.7 million in 2024 to $233.8 million for 2025. The increase was primarily due to an increase in the yield on loans and securities associated with the higher interest rate environment.

 

Interest income on loans increased to $191.0 million for the year ended December 31, 2025, compared to $185.7 million for the year ended December 31, 2024. This increase was due to better yields on loans which increased from 5.76% in 2024 to 5.82% in 2025.

 

The income on federal funds sold and other interest income decreased by $1.9 million in 2025 to $1.8 million compared to $3.7 million in 2024 primarily due to a volume decrease of $26.8 million in 2025 and a decrease of 128 basis points in the yield on the portfolio.

 

Interest expense declined $8.0 million in 2025 to $91.3 million from $99.4 million in 2024. The decrease was primarily due to a 15 basis point decline in the yield on interest-bearing deposits and a decrease in the volume of average borrowed funds which decreased from $381.2 million in 2024 to $260.6 million in 2025

 

29

 

Average Balance Sheets and Related Yields and Rates

(Table Dollar Amounts in Thousands except Per Share Data)

 

Years ended December 31,

 

2025

   

2024

   

2023

 
   

AVERAGE

                   

AVERAGE

                   

AVERAGE

                 
   

BALANCE

   

INTEREST

   

RATE

   

BALANCE

   

INTEREST

   

RATE

   

BALANCE

   

INTEREST

   

RATE

 

EARNING ASSETS

                                                                       

Loans (1) (2)

  $ 3,291,482     $ 191,433       5.82 %   $ 3,227,384     $ 186,032       5.76 %   $ 3,155,858     $ 172,161       5.46 %

Taxable securities

    1,140,462       29,491       2.59       1,110,905       26,838       2.42       1,143,547       26,231       2.29  

Tax-exempt securities (1)

    366,464       11,676       3.19       386,643       12,165       3.15       419,557       13,283       3.17  

Other investments

    41,809       1,930       4.62       35,402       1,450       4.10       39,559       1,986       5.02  

Federal funds sold and other cash

    69,534       1,802       2.59       96,288       3,727       3.87       74,950       2,476       3.30  

Total earning assets

    4,909,751       236,332       4.81       4,856,622       230,212       4.74       4,833,471       216,137       4.47  
                                                                         

NONEARNING ASSETS

                                                                       
                                                                         

Noninterest-earning assets

    254,563                       234,297                       205,683                  

Total Assets

  $ 5,164,314                     $ 5,090,919                     $ 5,039,154                  
                                                                         

INTEREST-BEARING LIABILITIES

                                                                       
                                                                         

Time deposits

  $ 753,803     $ 26,699       3.54 %   $ 745,945     $ 29,329       3.93 %   $ 654,717     $ 19,462       2.97 %

Brokered time deposits

    71,529       3,112       4.35       25,389       1,108       4.36       132,895       6,204       4.67  

Savings deposits

    1,158,663       17,578       1.52       1,095,470       16,144       1.47       1,113,561       9,899       0.89  

Demand deposits - interest bearing

    1,427,654       32,389       2.27       1,396,193       34,588       2.48       1,415,425       27,541       1.95  

Total interest-bearing deposits

    3,411,649       79,778       2.34       3,262,997       81,169       2.49       3,316,598       63,106       1.90  
                                                                         
                                                                         

Short term borrowings

    174,170       7,591       4.36       293,488       14,105       4.81       160,964       8,357       5.19  

Long term borrowings

    86,433       3,979       4.60       87,749       4,090       4.66       88,439       4,086       4.62  

Total borrowed funds

    260,603       11,570       4.44       381,237       18,195       4.77       249,403       12,443       4.99  
                                                                         

Total Interest-Bearing Liabilities

    3,672,252       91,348       2.49       3,644,234       99,364       2.73       3,566,001       75,549       2.12  
                                                                         

NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                       
                                                                         

Demand deposits - noninterest bearing

  $ 998,255                       981,115                       1,065,389                  

Other Liabilities

    52,896                       58,134                       50,302                  

Stockholders' equity

    440,911                       407,436                       357,462                  

Total Liabilities and

                                                                       

Stockholders' Equity

  $ 5,164,314                     $ 5,090,919                     $ 5,039,154                  

Net interest income and interest rate spread

          $ 144,984       2.32 %           $ 130,848       2.01 %           $ 140,588       2.35 %
                                                                         

Net interest margin

                    2.95 %                     2.69 %                     2.91 %

 

 

(1)

Interest on certain tax-exempt loans and tax-exempt securities in 2025, 2024 and 2023 is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%.

 

 

(2)

Nonaccrual loans are included in the average balance totals.

 

30

 

RATE AND VOLUME ANALYSIS

 

(Table Dollar Amounts in Thousands except Per Share Data)

 

The following table analyzes by rate and volume the dollar amount of changes in the components of the interest differential:

 

   

2025 change from 2024

   

2024 change from 2023

 
   

Net

   

Change Due

   

Change Due

   

Net

   

Change Due

   

Change Due

 
   

Change

   

To Volume

   

To Rate

   

Change

   

To Volume

   

To Rate

 

Tax Equivalent Interest Income

                                               

Loans

  $ 5,401     $ 3,695     $ 1,706     $ 13,871     $ 3,902     $ 9,969  

Taxable securities

    2,653       714       1,939       607       (749 )     1,356  

Tax-exempt securities

    (489 )     (635 )     146       (1,118 )     (1,042 )     (76 )

Other investments

    480       262       218       (536 )     (209 )     (327 )

Funds sold and other cash

    (1,925 )     (1,036 )     (889 )     1,251       705       546  

Total interest income

  $ 6,120     $ 3,000     $ 3,120     $ 14,075     $ 2,607     $ 11,468  
                                                 

Interest Expense

                                               

Time deposits

  $ (2,630 )   $ 309     $ (2,939 )   $ 9,867     $ 2,712     $ 7,155  

Brokered time deposits

    2,004       2,014       (10 )     (5,096 )     (5,019 )     (77 )

Savings deposits

    1,434       931       503       6,245       (161 )     6,406  

Demand deposits

    (2,199 )     779       (2,978 )     7,047       (374 )     7,421  

Short term borrowings

    (6,514 )     (5,734 )     (780 )     5,748       6,880       (1,132 )

Long term borrowings

    (111 )     (61 )     (50 )     4       (32 )     36  

Total interest expense

  $ (8,016 )   $ (1,762 )   $ (6,254 )   $ 23,815     $ 4,006     $ 19,809  
                                                 

Increase (decrease) in tax equivalent net interest income

  $ 14,136     $ 4,762     $ 9,374     $ (9,740 )   $ (1,399 )   $ (8,341 )

 

The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the relative size of the rate and volume changes.

 

Noninterest Income

 

Noninterest income increased to $46.1 million for the year ended December 31, 2025 compared to $41.7 million for the year ended December 31, 2024. The major categories of noninterest income are discussed below.

 

Service charges on deposit accounts decreased to $7.2 million for 2025 compared to $7.3 million in 2024 as overdraft fees lagged levels seen in 2024. 

 

Bank owned life insurance income increased by $726,000 in 2025 to $3.4 million, compared to $2.7 million for the twelve months ended December 31, 2024. The Company purchased $15.0 million in policies during the first quarter of 2025 and policy crediting rates have increased over the last twelve months.   

 

Trust fees increased to $11.1 million for the twelve months ended December 31, 2025, compared to $10.1 million for the twelve months ended December 31, 2024. The trust business continued to grow in 2025 as the value of assets under management increased.

 

Insurance agency commissions were $6.5 million in 2025 compared to $5.5 million in 2024.  The Company shared in the commission from the purchase of the new BOLI policies which added $432,000 to insurance commissions for the year. 

 

Retirement plan consulting fees increased to $3.7 million for 2025 compared to $2.6 million for 2024. The Company picked up additional business in 2025 with the acquisition of Crest in December of 2024.  Revenue from this business is expected to continue to increase in 2026.

 

31

 

Security losses decreased to $2.2 million during the year ended December 31, 2025, from $2.6 million for the year ended December 31, 2024. The losses in 2025 were due to the Company restructuring securities in order to reinvest the proceeds into securities with a higher yield than those sold.

 

Net gains on the sale of loans increased by $148,000 rising from $1.5 million in 2024 to $1.7 million in 2025 driven by higher mortgage volume in 2025.  

 

Other mortgage banking income increased by $37,000 in 2025 compared to 2024. The increase was driven by higher servicing income partially offset by higher impairment and slower amortization of the mortgage servicing rights.

 

Debit card fees increased to $7.9 million in 2025 compared to $7.5 million in 2024. The increase was primarily due to higher volumes.

 

Other operating income decreased to $3.9 million for the twelve months ended December 31, 2025, from $4.7 million for the twelve months ended December 31, 2024. Small Business Investment Company ("SBIC") income was $1.8 million for 2025 compared to $2.1 million in 2024.  In addition, the Company recorded $565,000 in recoveries on loans that were charged off prior to acquisition in 2024 while the Company did not receive any recoveries in 2025. 

 

Noninterest Expenses

 

Noninterest expense totaled $116.5 million for the year ended December 31, 2025 compared to $106.7 million for the year ended December 31, 2024. The increase was primarily driven by system conversion and Merger related costs which increased from $92,000 in 2024 to $4.0 million in 2025.

 

Salaries and employee benefits increased by $3.4 million to $62.3 million for the year ended December 31, 2025 from $58.9 million for the year ended December 31, 2024. The increase was primarily driven by annual raises, the acquisition of Crest in the fourth quarter of 2024 and higher commission expense from increased revenue in the fee-based businesses. 

 

Occupancy and equipment expense increased to $17.1 million in 2025 from $15.6 million in 2024 due to increased maintenance and software costs in 2025. 

 

FDIC insurance and state and local taxes decreased to $4.7 million in 2025 from $5.0 million in 2024. The decline was due to lower FDIC expense as the Company had higher capital levels in 2025 resulting in lower expense.

 

System conversion and acquisition related costs increased from $92,000 in 2024 to $4.0 million in 2025.  The Company announced the plan to acquire Middlefield in October of 2025 along with its intention to convert its core system to Jack Henry.  The acquisition expense incurred in 2024 was related to the Company’s acquisition of Crest. 

 

Advertising costs increased to $1.8 million in 2025 from $1.5 million in 2024 for new marketing campaigns introduced in 2025.

 

Intangible amortization expense increased slightly by $38,000 to $2.9 million for the years ended December 31, 2025 and 2024. 

 

Other operating expense was steady at $13.7 million in 2025 compared to $13.8 million in 2024. The slight decrease was spread across several categories of expense.

 

Income Taxes

 

Income tax expense increased from $9.5 million for the year ended December 31, 2024, to $10.5 million for the year ended December 31, 2025. The increase was primarily due to higher pretax income partially offset by a lower effective tax rate due to increased tax credits investments. Income taxes are computed using the appropriate effective tax rates for each period. The effective tax rates are less than the statutory tax rate primarily due to nontaxable interest and dividend income. The effective income tax rate was 16.1% in 2025 and 17.1% for 2024. Refer to Note 18 to the Consolidated Financial Statements for additional information regarding the effective tax rate.

 

32

 

Comparison of Operating Results for the Years Ended December 31, 2024 and 2023.

 

The Company recorded net income of $45.9 million for the year ended December 31, 2024, compared to $49.9 million for the year ended December 31, 2023. The Company reported $1.22 per diluted common share in 2024 compared to $1.33 per diluted common share in 2023

 

Net Interest Income

 

The Company recognized net interest income of $128.4 million for the twelve months ended December 31, 2024, compared to $137.8 million for the twelve months ended December 31, 2023. The tax-equivalent net interest margin declined from 2.91% for 2023 to 2.69% for the year ended December 31, 2024. The margin declined due to increased funding costs associated with the Federal Reserve's aggressive rate increases in 2022 and 2023 along with an inverted U.S treasury yield curve which caused deposit funding costs to rise faster than the yields being earned on loans and securities.

 

Total interest income increased from $213.3 million in 2023 to $227.7 million for the twelve months ended December 31, 2024. The increase was primarily due to an increase in the yield on loans and securities associated with the higher interest rate environment.

 

Interest income on loans increased to $185.7 million for the year ended December 31, 2024, compared to $171.8 million for the year ended December 31, 2023. This increase was due to better yields on loans which increased to 5.76% in 2024 from 5.46% in 2023.

 

The income on federal funds sold and other interest income increased by $1.3 million in 2024 to $3.7 million compared to $2.5 million in 2023 primarily due to a volume increase of $21.3 million in 2024 and an increase of 57 basis points in the yield on the portfolio.

 

Interest expense increased $23.8 million in 2024 to $99.4 million from $75.5 million in 2023 The increase was primarily due to a 59 basis point increase in the yield on interest-bearing deposits and an increase in the volume of average borrowed funds which increased from $249.4 million in 2023 to $381.2 million in 2024. The increase in deposit costs was driven by the movement of lower cost checking and savings deposits into certificates of deposit while the increase in borrowed funds was due to a lower level of brokered CDs utilized in 2024.

 

 

33

 

Noninterest Income

 

Noninterest income declined slightly to $41.7 million for the year ended December 31, 2024 compared to $41.9 million for the year ended December 31, 2023. The major categories of noninterest income are discussed below.

 

Service charges on deposit accounts totaled $7.3 million in 2024 compared to $6.3 million in 2023. The increase was primarily due to the Company undertaking a review of all service charges in late 2023 and early 2024 and implementing fee increases across deposit product lines in the second quarter of 2024.

 

Bank owned life insurance income increased by $217,000 to $2.7 million for the twelve months ended December 31, 2024, compared to $2.4 million for the twelve months ended December 31, 2023. The increase was due to an increase of $241,000 from earnings on the policies offset by a decline in death benefits received from the policies. 

 

Trust fees increased to $10.1 million in 2024 from $9.0 million in 2023. The trust business continued to grow in 2024 as the value of assets under management increased.

 

Insurance agency commissions were $5.5 million in 2024 compared to $5.4 million in 2023. The increase was driven by better income from fixed annuity sales offset by declines in property and casualty commissions.

 

Retirement plan consulting fees increased to $2.6 million for 2024 compared to $2.5 million for 2023. The Company picked up additional business in 2024 and with the acquisition of Crest in December of 2024.

 

Security losses increased to $2.6 million during the year ended December 31, 2024, from $471,000 for the year ended December 31, 2023. The losses increased in 2024 due to the Company restructuring more securities in order to reinvest the proceeds into securities with a higher yield than those sold. 

 

The net gains on the sale of loans declined by $889,000 from 2023 at $2.5 million to $1.5 million in 2024. The primary reason for this decrease was the sale of nonaccrual commercial loans in 2023 that generated a gain of $915,000. There was no sale of commercial loans in 2024. Gains on the sale of loans continues to be negatively impacted by a lower level of saleable mortgage volume due to the higher interest rate environment and the lack of supply of homes for sale. 

 

Other mortgage banking income declined by $276,000 in 2024 compared to 2023. The decrease was driven by lower servicing income and faster amortization of the mortgage servicing rights.

 

Debit card fees increased to $7.5 million in 2024 compared to $7.1 million in 2023. The increase was primarily due to higher volumes.

 

Other operating income increased to $4.7 million for the twelve months ended December 31, 2024, from $4.5 million for the twelve months ended December 31, 2023. This increase was primarily due to decreased losses on the sale of assets offset by higher SBIC income in 2024 compared to 2023.

 

Noninterest Expenses

 

Noninterest expense totaled $106.7 million for the twelve months ended December 31, 2024 compared to $111.8 million for the twelve months ended December 31, 2023. The decline was primarily driven by merger related costs which fell from $5.5 million in 2023 to $92,000 in 2024.

 

Salaries and employee benefits increased to $58.9 million for the year ended December 31, 2024, an increase of $1.6 million, from $57.4 million for the year ended December 31, 2023. This increase was primarily due to salary increases and greater incentive compensation.

 

FDIC insurance and state and local taxes decreased to $5.0 million in 2024 from $5.8 million in 2023. The decline was due to lower FDIC expense as the Company had higher capital levels in 2024 resulting in lower expense.

 

34

 

Advertising costs declined to $1.5 million in 2024 from $1.8 million in 2023. This decrease was due to a few marketing campaigns being reduced in 2024.

 

Intangible amortization expense decreased by $573,000 in 2024 to $2.9 million compared to $3.4 million for the year ended December 31, 2023. The decline was primarily driven by the runoff of intangibles from older acquisitions.

 

Other operating expenses increased by $306,000 to $13.8 million in 2024 compared to $13.5 million in 2023. The increase was spread across several categories of expense.

 

Income Taxes

 

Income tax expense increased to $9.5 million for the year ended December 31, 2024, from $8.8 million for the year ended December 31, 2023. The increase was primarily due to a higher effective tax rate and less benefit from low income housing tax credits. Income taxes are computed using the appropriate effective tax rates for each period. The effective tax rates are less than the statutory tax rate primarily due to nontaxable interest and dividend income. The effective income tax rate was 17.1% in 2024 and 14.9% for 2023. Refer to Note 18 to the Consolidated Financial Statements for additional information regarding the effective tax rate.

 

Loan Portfolio

 

Maturities and Sensitivities of Loans to Interest Rates

 

The following schedule shows the composition of loans and the percentage of loans in each category at the dates indicated. Balances include unamortized loan origination fees and costs.

 

Years Ended December 31,

 

2025

   

2024

   

2023

   

2022

   

2021

 

Commercial Real Estate

  $ 1,396,955       42.2 %   $ 1,381,573       42.2 %   $ 1,334,600       41.6 %   $ 1,026,822       42.6 %   $ 1,010,674       43.3 %

Commercial

    341,737       10.3       351,533       10.8       347,819       10.9       294,406       12.2       312,532       13.4  

Residential Real Estate

    1,032,966       31.3       1,003,678       30.8       986,032       30.8       607,557       25.3       580,242       24.9  

Consumer

    266,735       8.1       268,533       8.2       267,875       8.4       228,794       9.5       195,343       8.4  

Agricultural

    266,320       8.1       263,029       8.0       261,801       8.2       247,171       10.3       232,291       10.0  

Total Loans

  $ 3,304,713       100.0 %   $ 3,268,346       100.0 %   $ 3,198,127       100.0 %   $ 2,404,750       100.0 %   $ 2,331,082       100.0 %

 

35

 

The following schedule sets forth maturities based on remaining scheduled repayments of principal for loans listed above as of December 31, 2025:

 

Types of Loans

 

1 Year or less

   

1 to 5 Years

   

5 to 15 Years

   

Over 15 Years

 

Commercial

  $ 36,599     $ 158,738     $ 91,131     $ 55,269  

Commercial Real Estate

  $ 180,613     $ 517,266     $ 600,640     $ 98,436  

Residential Real Estate

  $ 9,175     $ 46,569     $ 195,767     $ 781,455  

Consumer

  $ 3,087     $ 118,409     $ 128,937     $ 16,302  

Agricultural

  $ 4,083     $ 36,337     $ 47,549     $ 178,351  

 

The amounts of loans as of December 31, 2025, based on remaining scheduled repayments of principal, are shown in the following table:

 

Loan Sensitivities

 

1 Year or less

   

Over 1 Year

   

Total

 

Floating or Adjustable Rates of Interest

  $ 123,573     $ 1,550,339     $ 1,673,912  

Fixed Rates of Interest

    109,985       1,520,816       1,630,801  

Total Loans

  $ 233,558     $ 3,071,155     $ 3,304,713  

 

Total loans were $3.30 billion at December 31, 2025, compared to $3.27 billion at December 31, 2024, an increase of $36.4 million. Loans comprised 67.0% of the Bank’s average earning assets in 2025, compared to 66.5% in 2024.

 

Management recognizes that while the loan portfolio holds some of the Bank’s highest yielding assets, it is inherently the most risky portfolio. Accordingly, management attempts to balance credit risk versus return with conservative credit standards. Management has developed and maintains comprehensive underwriting guidelines and a loan review function that monitors credits during and after the approval process. To minimize risks associated with changes in the borrower’s future repayment capacity, the Bank generally requires scheduled periodic principal and interest payments on all types of loans and normally requires collateral.

 

Commercial real estate loans increased to $1.40 billion at December 31, 2025 from $1.38 billion at December 31, 2024. The Company’s commercial real estate loan portfolio includes loans for owner occupied and non-owner occupied real estate. These loans are made to finance properties such as office and industrial buildings, hotels and retail shopping centers.

 

36

 

The following tables present the amortized cost basis of the Company's commercial real estate portfolio segment by industry, inclusive of farmland, as of December 31, 2025 and 2024:

 

                            Weighted          
            % of             Average     Weighted  
   

Amortized

   

Commercial

   

% of Total

   

Loan-to-

   

Average

 

(In Thousands of Dollars)

 

Cost

   

Real Estate

   

Portfolio

   

Value

   

Occupancy

 

December 31, 2025

                                       

Commercial real estate

                                       

Retail

  $ 337,257       20.97 %     10.21 %     51.86 %     87.81 %

Farmland

    211,231       13.13 %     6.39 %     48.61 %     100.00 %

Warehouse/Industrial

    236,391       14.70 %     7.15 %     52.50 %     93.23 %

Office

    191,765       11.92 %     5.80 %     59.74 %     81.76 %

Multifamily

    171,956       10.69 %     5.20 %     59.15 %     72.03 %

Medical

    141,396       8.79 %     4.28 %     55.31 %     93.83 %

Hotel

    44,356       2.76 %     1.34 %     44.15 %     75.81 %

Special Purpose

    78,533       4.88 %     2.38 %     53.62 %     98.62 %

Restaurant

    44,583       2.77 %     1.35 %     52.52 %     100.00 %

Multifamily - Construction

    62,595       3.89 %     1.89 %     55.98 %     27.46 %

All Other

    88,123       5.48 %     2.67 %     46.51 %     96.04 %

Total

  $ 1,608,186       100.00 %     48.66 %                

 

                           

Weighted

         
           

% of

           

Average

   

Weighted

 
   

Amortized

   

Commercial

   

% of Total

   

Loan-to-

   

Average

 

(In Thousands of Dollars)

 

Cost

   

Real Estate

   

Portfolio

   

Value

   

Occupancy

 

December 31, 2024

                                       

Commercial real estate

                                       

Retail

  $ 345,354       21.75 %     10.57 %     53.93 %     85.07 %

Farmland

    206,600       13.01 %     6.32 %     49.63 %     100.00 %

Warehouse/Industrial

    186,316       11.73 %     5.70 %     54.26 %     72.23 %

Office

    192,269       12.11 %     5.88 %     53.70 %     74.06 %

Multifamily

    158,168       9.96 %     4.84 %     61.16 %     85.75 %

Medical

    147,353       9.28 %     4.51 %     46.27 %     92.60 %

Hotel

    44,301       2.79 %     1.36 %     45.24 %     79.65 %

Special Purpose

    85,361       5.37 %     2.61 %     51.83 %     98.53 %

Restaurant

    50,990       3.21 %     1.56 %     51.36 %     100.00 %

Multifamily - Construction

    73,857       4.65 %     2.26 %     53.28 %     29.61 %

All Other

    97,605       6.14 %     2.99 %     48.05 %     94.97 %

Total

  $ 1,588,174       100.00 %     48.60 %                

 

Residential real estate mortgage loans increased to $1.03 billion at December 31, 2025, from $1.0 billion at December 31, 2024. Farmers originated both fixed rate and adjustable rate mortgages during 2025. Fixed rate terms are offered with terms between fifteen and thirty years while adjustable rate products are offered with maturities up to thirty years. The Company sells all fixed rate loans that are secondary market eligible.

 

Commercial loans at December 31, 2025, totaled $341.7 million compared to $351.5 million at December 31, 2024. The Bank’s commercial loans are granted to customers within the immediate trade area of the Bank. The mix is diverse, covering a wide range of borrowers, business types and local municipalities. The Bank monitors and controls concentrations within a particular industry or segment of the economy. These loans are made for purposes such as equipment purchases, capital and leasehold improvements, the purchase of inventory, general working capital and small business lines of credit.

 

37

 

Agricultural loans increased from $263.0 million in 2024 to $266.3 million in 2025. The Company’s agricultural loan portfolio contains a diverse mix of dairy, crops, land, poultry and cattle loans.

 

Consumer loans decreased to $266.7 million at December 31, 2025, from $268.5 million at December 31, 2024. The consumer loan portfolio includes indirect auto loans and other consumer loan products.

 

Summary of Credit Loss Experience

 

The following is an analysis of the allowance for credit losses for the years 2021 through 2025:

 

Years Ended December 31,

 

2025

   

2024

   

2023

   

2022

   

2021

 

Balance at Beginning of Year

  $ 35,863     $ 34,440     $ 26,978     $ 29,386     $ 22,144  

Charge-Offs:

                                       

Commercial Real Estate

    (4,565 )     (4,619 )     (349 )     (300 )     (70 )

Commercial

    (1,491 )     (1,742 )     (1,272 )     (2,042 )     (388 )

Residential Real Estate

    (268 )     (155 )     (384 )     (92 )     (297 )

Consumer

    (1,183 )     (1,471 )     (932 )     (870 )     (912 )

Total Charge-Offs

    (7,507 )     (7,987 )     (2,937 )     (3,304 )     (1,667 )

Recoveries on Previous Charge-Offs:

                                       

Commercial Real Estate

    22       22       1       3       33  

Commercial

    558       520       103       75       199  

Residential Real Estate

    110       177       81       89       162  

Consumer

    476       447       496       479       411  

Total Recoveries

    1,166       1,166       681       646       805  

Net Charge-Offs

    (6,341 )     (6,821 )     (2,256 )     (2,658 )     (862 )

Impact of CECL adoption

    0       0       0       0       2,160  

Provision For Credit Losses and Day One Purchase entry

    7,289       8,244       9,718       250       5,944  

Balance at End of Year

  $ 36,811     $ 35,863     $ 34,440     $ 26,978     $ 29,386  

Ratio of Net Commercial Real Estate Charge-offs To Average Loans Outstanding

    0.14 %     0.14 %     0.01 %     0.01 %     0.00 %

Ratio of Net Commercial Charge-offs To Average Loans Outstanding

    0.03 %     0.04 %     0.04 %     0.08 %     0.01 %

Ratio of Net Residential Real Estate Charge-offs To Average Loans Outstanding

    0.00 %     0.00 %     0.01 %     0.00 %     0.01 %

Ratio of Net Consumer Charge-offs To Average Loans Outstanding

    0.02 %     0.03 %     0.01 %     0.02 %     0.02 %

Allowance for Credit Losses/Total Loans

    1.11       1.10       1.08       1.12       1.26  

 

The provision for credit losses, which includes the provision for unfunded commitments, declined to $7.1 million in 2025 compared to $8.0 million in 2024. This decline was attributed to a reduction in net charge offs from $6.8 million in 2024 to $6.3 million in 2025, reduction due to pool migration where the allocated reserve decreased from $1.3 million in 2024 to a release of reserves of $407,000 in 2025, and a reduction due to adjustments in Portfolio Composition and Growth qualitative factor from $844,000 in 2024 to a release of reserves of $1.7 million in 2025. Offsetting this was an increase in specific reserve for individually evaluated credits of $2.4 million from $1.1 million in 2024 to $3.5 million in 2025, and an increase in historical loss ratios where the allocated reserve increased from a release of reserves of $238,000 in 2024 to an increase in reserves of $1.1 million in 2025. The increased specific reserve was driven by $2.1 million for two individually evaluated commercial real estate non-owner occupied relationships.

 

The Company adopted ASU 2016-13 in 2021, to calculate the allowance for credit losses (“ACL”) which requires estimating credit losses over the life of the credits. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of any underlying collateral.

 

38

 

The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments. These segments are disaggregated into the loan pools for monitoring. A model of risk characteristics, such as loss history and delinquency experience, trends in past due and non-performing loans, as well as existing economic conditions and supportable forecasts are used to determine credit loss assumptions.

 

The Company uses two methodologies to analyze loan pools. The cohort method (“cohort”) and the probability of default/loss given default method (“PD/LGD”). Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but are not limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

 

The probability of default (“PD”) portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, or is partially or wholly, charged-off. Typically, a one-year time period is used to assess PD. PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PDs. Loss given default (“LGD”) is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

 

The allowance for credit losses to total loans increased to 1.11% at December 31, 2025, compared to 1.10% at December 31, 2024. Nonperforming loans to total loans increased from 0.70% at December 31, 2024 to 0.79% at December 31, 2025. Nonperforming loans to total loans increased in 2025 primarily due to a single commercial real estate relationship totaling $4.4 million moving into nonaccrual status.

 

The provision for credit losses is based on management’s judgment after taking into consideration all factors connected with the collectability of the existing loan portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and volume of the loan portfolio, industry standards and other relevant reasonable and supportable forecasts. Specific factors considered by management in determining the amounts charged to operating expenses include previous charge-off experience, the status of past due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

 

The allowance for credit losses increased to $36.8 million at December 31, 2025, compared to $35.9 million at December 31, 2024. The increase was primarily driven by the specific reserve for two individually evaluated commercial real estate non-owner occupied relationships.

 

Typically, commercial and commercial real estate loans are identified as collateral dependent when they become ninety days past due, or earlier if management believes it is probable that the Company will not collect all amounts due under the terms of the loan agreement. When Farmers identifies a loan and concludes that the loan is collateral dependent, Farmers performs an internal collateral valuation as an interim measure. Farmers typically obtains an external appraisal to validate its internal collateral valuation as soon as is practical and adjusts the associated loss reserve, if necessary.

 

39

 

The following table summarizes the Company’s nonperforming loans and nonperforming assets for the years ending 2021 through 2025:

 

Nonperforming Assets

                                       

December 31,

 

2025

   

2024

   

2023

   

2022

   

2021

 

Nonaccrual loans:

                                       

Commercial Real Estate

  $ 15,830     $ 10,642     $ 5,852     $ 4,057     $ 3,004  

Commercial

    2,778       3,858       1,802       3,840       7,190  

Residential Real Estate

    4,537       4,983       3,807       3,438       4,280  

Consumer

    641       600       461       494       682  

Agricultural

    2,076       2,120       2,486       2,482       314  

Total Nonaccrual Loans

  $ 25,862     $ 22,203     $ 14,408     $ 14,311     $ 15,470  

Loans Past Due 90 Days or More

    353       615       655       492       725  

Total Nonperforming Loans

  $ 26,215     $ 22,818     $ 15,063     $ 14,803     $ 16,195  

Repossessed assets

    103       33       166       73       0  

Total Nonperforming Assets

  $ 26,318     $ 22,851     $ 15,229     $ 14,876     $ 16,195  
                                         

Percentage of Nonperforming Loans to Total Loans

    0.79 %     0.70 %     0.47 %     0.62 %     0.69 %

Percentage of Nonperforming Assets to Total Assets

    0.50 %     0.45 %     0.30 %     0.36 %     0.39 %

Loans Delinquent 30-89 days

  $ 16,947     $ 13,032     $ 16,705     $ 9,605     $ 8,891  

Percentage of Loans Delinquent 30-89 days to Total Loans

    0.51 %     0.40 %     0.52 %     0.40 %     0.38 %

Percentage of Nonaccrual Loans to Total Loans

    0.78 %     0.68 %     0.45 %     0.60 %     0.66 %

Percentage of Allowance for Credit Losses to Nonaccrual Loans

    142.34 %     161.52 %     239.03 %     188.51 %     189.94 %

 

The following table summarizes the Company’s allocation of the allowance for credit losses under CECL for the years 2021 through 2025:

 

December 31,

 

2025

   

2024

   

2023

   

2022

   

2021

 
           

Loans to

           

Loans to

           

Loans to

           

Loans to

           

Loans to

 
           

Total

           

Total

           

Total

           

Total

           

Total

 
   

Amount

   

Loans

   

Amount

   

Loans

   

Amount

   

Loans

   

Amount

   

Loans

   

Amount

   

Loans

 

Commercial Real Estate

  $ 20,064       48.7 %   $ 19,259       48.6 %   $ 18,150       48.1 %   $ 14,840       50.5 %   $ 15,879       51.0 %

Commercial

    4,536       12.0       4,628       12.4       5,086       12.6       4,186       14.6       4,949       15.7  

Residential Real Estate

    7,241       31.3       7,271       30.7       6,917       30.8       4,374       25.3       4,870       24.9  

Consumer

    4,970       8.0       4,705       8.3       4,287       8.5       3,578       9.6       3,688       8.4  
    $ 36,811       100 %   $ 35,863       100 %   $ 34,440       100 %   $ 26,978       100 %   $ 29,386       100 %

 

The allowance allocated to each of the four loan categories should not be interpreted as an indication that charge-offs in 2025 occurred in the same proportions or that the allocation indicates future charge-off trends. The allowance allocated to the one-to-four family real estate loan category and the consumer loan category is based upon the Company’s allowance methodology for homogeneous loans, and increases and decreases in the balances of those portfolios. For the commercial real estate and commercial categories, which represent 42.3% and 10.3% of the total loan portfolio in 2025, respectively, management relies on the Bank’s internal loan review procedures and allocates accordingly based on loan classifications. The gross charge-offs in the commercial real estate portfolio, were $4.6 million for 2025, which represented approximately 60.8% of the gross losses for the entire loan portfolio.

 

There were no loans other than those identified above, that management has known information about possible credit problems of borrowers and their ability to comply with the loan repayment terms. Management is actively monitoring certain borrowers’ financial condition and loans which management wants to more closely monitor due to special circumstances. These loans and their potential loss exposure have been considered in management’s analysis of the adequacy of the allowance for credit losses.

 

40

 

Loan Commitments and Lines of Credit

 

In the normal course of business, the Bank has extended various commitments for credit. Commitments for mortgages, revolving lines of credit and letters of credit generally are extended for a period of one month up to one year. Normally, no fees are charged on any unused portion, but an annual fee of two percent is charged for the issuance of a letter of credit.

 

As of December 31, 2025, there were no concentrations of loans exceeding 10% of total loans that are not disclosed as a category of loans. As of that date, there were also no other interest-earning assets that are either nonaccrual, past due, restructured or non-performing.

 

Investment Securities

 

The debt securities available for sale increased $76.9 million in 2025 to $1.34 billion at December 31, 2025, from $1.27 billion at December 31, 2024. For additional information regarding Farmers’ investment securities see Note 3 to the Consolidated Financial Statements.

 

The following table shows the carrying value of investment securities by type of obligation at the dates indicated:

 

December 31,

 

2025

   

2024

 

U.S. Treasury securities

  $ 55,397     $ 52,606  

U.S. government sponsored enterprise debt securities

    39,898       62,501  

Mortgage-backed securities - residential and collateralized mortgage obligations

    729,350       626,643  

Small Business Administration

    2,070       2,475  

Obligations of states and political subdivisions

    503,697       504,880  

Corporate bonds

    13,045       17,448  

Debt securities available for sale

  $ 1,343,457     $ 1,266,553  

Other investments

    15,866       14,736  

Total securities

  $ 1,359,323     $ 1,281,289  

 

41

 

A summary of debt securities held at December 31, 2025 classified according to maturity and including weighted average yield for each range of maturities is set forth below:

 

   

December 31, 2025

 

Type and Maturity Grouping

 

Fair Value

   

Weighted Average Yield

 

U.S. Treasury securities

               

Maturing within one year

  $ 0       0.00 %

Maturing after one year but within five years

    37,472       1.04 %

Maturing after five years but within ten years

    17,925       1.21 %

Maturing after ten years

    0       0.00 %

Total U.S. Treasury securities

  $ 55,397       1.10 %
                 

U.S. government sponsored enterprise debt securities

               

Maturing within one year

  $ 0       0.00 %

Maturing after one year but within five years

    621       2.07 %

Maturing after five years but within ten years

    37,784       2.41 %

Maturing after ten years

    1,493       4.44 %

Total U.S. government sponsored enterprise debt securities

  $ 39,898       2.48 %
                 

Mortgage-backed securities - residential and collateralized mortgage obligations (1)

               

Maturing within one year

  $ 4       3.20 %

Maturing after one year but within five years

    2,873       2.29 %

Maturing after five years but within ten years

    30,164       1.90 %

Maturing after ten years

    696,309       2.94 %

Total mortgage-backed securities

  $ 729,350       2.89 %
                 

Small Business Administration

               

Maturing within one year

  $ 0       0.00 %

Maturing after one year but within five years

    0       0.00 %

Maturing after five years but within ten years

    1,512       2.15 %

Maturing after ten years

    558       1.94 %

Total small business administration

  $ 2,070       2.10 %
                 

Obligations of states and political subdivisions

               

Maturing within one year

  $ 1,002       4.26 %

Maturing after one year but within five years

    5,385       3.23 %

Maturing after five years but within ten years

    102,628       3.18 %

Maturing after ten years

    394,682       2.87 %

Total obligations of states and political subdivisions

  $ 503,697       2.94 %
                 

Corporate bonds

               

Maturing within one year

  $ 683       8.15 %

Maturing after one year but within five years

    9,265       6.48 %

Maturing after five years but within ten years

    3,097       8.90 %

Maturing after ten years

    0       0.00 %

Total corporate bonds

  $ 13,045       7.14 %

 

(1)

Payments based on contractual maturity.

 

Premises and Equipment

 

Premises and equipment increased $4.6 million from $52.3 million at December 31, 2024, to $56.9 million at December 31, 2025. This increase was primarily due to the construction of additional office space at the Company's headquarters in Canfield, OH, partially offset by depreciation.

 

Bank Owned Life Insurance

 

The Company owns bank owned life insurance policies on the lives of certain members of management. The purpose of this investment is to help offset the costs of employee benefit plans. The cash surrender value of these policies increased to $119.4 million at December 31, 2025, compared to $101.4 million at December 31, 2024. This increase resulted from the purchase of an additional $15.0 million in policies in 2025. 

 

42

 

Deposits

 

Total deposits increased to $4.34 billion at December 31, 2025, from $4.23 billion at December 31, 2024, an increase of $76.0 million. Noninterest bearing deposits increased $28.6 million during 2025 to $994.1 million from $965.5 million. Interest-bearing deposits increased $122.3 million to $3.35 billion at December 31, 2025, compared to $3.23 billion at December 31, 2024. The increase was primarily due to an increase in money market accounts of $113.1 million. The Company paid off its brokered deposits in 2025 to take advantage of lower cost funding opportunities.  

 

Average balances and average rates paid on deposits are as follows:

 

   

Years Ended December 31

 
   

2025

   

2024

   

2023

 
   

Amount

   

Rate

   

Amount

   

Rate

   

Amount

   

Rate

 

Noninterest-bearing demand

  $ 998,255       0.00 %   $ 981,115       0.00 %   $ 1,065,389       0.00 %

Interest-bearing demand

    1,427,654       2.27 %     1,396,193       2.48 %     1,415,425       1.95 %

Money market

    745,011       2.34 %     659,807       2.43 %     602,445       1.62 %

Savings

    413,652       0.03 %     435,663       0.03 %     511,116       0.03 %

Brokered time deposits

    71,529       4.35 %     25,389       4.36 %     132,895       4.67 %

Certificates of deposit

    753,803       3.54 %     745,945       3.93 %     654,717       2.97 %

Total

  $ 4,409,904       1.81 %   $ 4,244,112       1.91 %   $ 4,381,987       1.44 %

 

The following table sets forth the maturities of retail certificates of deposit having principal amounts $250,000 or greater at December 31, 2025 (in thousands):

 

Retail certificates of deposit maturing in quarter ending:

 

March 31, 2026

  $ 131,997  

June 30, 2026

    112,815  

September 30, 2026

    17,079  

December 31, 2026

    20,936  

After December 31, 2026

    22,989  

Total retail certificates of deposit with balances $250,000 or greater

  $ 305,816  

 

Uninsured deposits for bank and savings and loan registrants are U.S. federally insured depository institutions as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes and amounts in any other uninsured investment or deposit account that are classified as deposits and not subject to any federal or state deposit insurance regimes. Deposits in amounts in excess of the FDIC insurance limit were $1.49 billion, or 33.8% of total deposits at December 31, 2025.

 

Short-Term Borrowings

 

The Company's short-term borrowings decreased by $24.0 million from $305.0 million at December 31, 2024, to $281.0 million at December 31, 2025. This decrease was funded by the increase in deposits in 2025. The Company uses short term borrowings to manage the ongoing fluctuations with loans and deposits, when necessary.

 

Long-Term Borrowings

 

Total long-term borrowings increased $583,000 to $86.7 million at December 31, 2025, from $86.2 million at December 31, 2024. In 2024, the Company bought back and retired $3.0 million of its outstanding subordinated notes. The Company may, at its option, beginning December 15, 2026, redeem additional portions of the notes, in whole or in part, from time to time, subject to certain conditions.  See Note 13 to the consolidated Financial Statements additional detail.

 

43

 

Stockholders’ Equity

 

Total stockholders’ equity increased $79.7 million from $406.0 million at December 31, 2024, to $485.7 million at December 31, 2025. The increase was primarily due to net income of $54.6 million and a decrease in accumulated other comprehensive loss of $49.2 million offset by dividends paid on common stock of $25.6 million.

 

Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

 

The following table presents, as of December 31, 2025, the Company’s significant fixed and determinable contractual obligations by payment date. The payment amounts represent those amounts contractually due to the recipient and do not include any unamortized premiums or discounts or other similar carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced note to the Consolidated Financial Statements.

 

Commitments

                                                       

12/31/2025

                                                       
   

Note

                                                 
   

Ref.

   

2026

   

2027

   

2028

   

2029

   

2030

   

Thereafter

 

Deposits without maturity

          $ 3,576,016                                          

Certificates of deposit and brokered time deposits

    11       720,109     $ 20,946     $ 13,449     $ 5,044     $ 4,887     $ 2,327  

Long-term borrowings

    13       0       0       0       0       0       90,000  

Leases

    9       1,380       1,248       1,190       1,076       922       3,869  

 

There are also $19.5 million of unfunded commitments to various partnership investment funds. The Company invests in these funds, consisting of affordable housing tax credit investments and SBIC funds, in efforts to comply with CRA regulations. The commitments have no predetermined due dates but are expected to be funded sporadically over the next ten years. Note 14 to the Consolidated Financial Statements discusses in greater detail other commitments and contingencies and the various obligations that exist under those agreements. Examples of these commitments and contingencies include commitments to extend credit and standby letters of credit.

 

Management’s policy is to not engage in derivatives contracts for speculative trading purposes. The Company does utilize interest-rate swaps as a way of helping manage interest rate risk and not as derivatives for trading purposes. See Note 22 of the consolidated Financial Statements for additional detail.

 

Liquidity

 

The principal sources of funds for the Bank are deposits, loan and security repayments, borrowings from financial institutions, repurchase agreements and other funds provided by operations. The Bank also has the ability to borrow from the FHLB. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition. Investments in liquid assets maintained by the Company and the Bank are based upon management’s assessment of (1) the need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets, and (4) objectives of the asset and liability management program.

 

The Bank’s Asset/Liability Committee (“ALCO”) is responsible for monitoring liquidity guidelines, policies and procedures. ALCO uses a variety of methods to monitor the liquidity position of the Bank including a liquidity analysis that measures potential sources and uses of funds over future time periods. ALCO also performs contingency funding analyses to determine the Bank’s ability to meet potential liquidity needs under stress scenarios that cover varying time horizons ranging from immediate to long-term.

 

Capital Resources

 

The Bank, as a national chartered bank, is subject to the dividend restrictions set forth by the OCC. The OCC must approve declaration of any dividends in excess of the sum of profits for the current year and retained net profits for the preceding two years (as defined). Farmers and Farmers Bank are required to maintain minimum amounts of capital to total “risk weighted” assets, as defined by the banking regulators. At December 31, 2025, under the minimum capital requirements associated with the Basel III, Farmers Bank and Farmers are required to have actual and minimum capital ratios, which are detailed in Note 16 of the Consolidated Financial Statements. Farmers Bank and Farmers had capital ratios above the minimum levels at December 31, 2025 and 2024. At year-end 2025 and 2024, the most recent regulatory notifications categorized Farmers Bank as well capitalized under the regulatory framework for prompt corrective action.

 

44

 

During 2013, the Federal banking regulators approved a final rule to implement revised capital adequacy standards of the Basel Committee on Banking Supervision, commonly called Basel III, and to address relevant provisions of the Dodd-Frank Act. The final rule strengthens the definition of regulatory capital, increases risk-based capital requirements, makes selected changes to the calculation of risk-weighted assets, and adjusts the prompt corrective action thresholds. The Bank has retained, through a one-time election, the prior treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available for sale that did not affect regulatory capital amounts and ratios. As mentioned in the prior paragraph, the Bank falls within the new regulatory capital ratio guidelines.

 

Critical Accounting Policies

 

The Company follows financial accounting and reporting policies that are in accordance with generally accepted accounting principles in the United States of America and conform to general practices within the banking industry. Some of these accounting policies are considered to be critical accounting policies. Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company has identified three accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the financial statements. These policies relate to determining the adequacy of the allowance for credit losses, if there is any impairment of goodwill and other intangibles, and estimating the fair value of assets acquired and liabilities assumed in connection with any merger activity. Additional information regarding these policies is included in the notes to the consolidated financial statements, including Note 1 (Summary of Significant Accounting Policies), Note 4 (Loans) and Note 2 (Business Combinations), and the section above captioned “Loan Portfolio.” Management believes that the judgments, estimates and assumptions used in the preparation of the consolidated financial statements are appropriate given the factual circumstances at the time.

 

Farmers maintains an allowance for credit losses. The allowance for credit losses is presented as a reserve against loans on the balance sheet. Credit losses are charged off against the allowance for credit losses, while recoveries of amounts previously charged off are credited to the allowance for credit losses. A provision for credit losses is charged to operations based on management’s periodic evaluation of adequacy of the allowance.

 

The Company’s allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of the Company’s financial assets measured at amortized cost and certain off-balance sheet lending-related commitments.

 

The allowance for credit losses involves significant judgment on a number of matters including the weighting of macroeconomic forecasts and microeconomic statistics, incorporation of historical loss experience, assessment of risk characteristics, assignment of risk ratings, valuation of collateral, and the determination of remaining expected life. Refer to Note 4 for further information on these judgments as well as the Company’s policies and methodologies used to determine the Company’s allowance for credit losses.

 

A significant judgment involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the four-quarter forecast period within the Company’s methodology. The four-quarter forecast incorporates three macroeconomic variables (“MEVs”) that are relevant for exposures across the Company.

 

 

U.S. changes in real gross domestic product (GDP).

 

U.S. personal consumption expenditures (PCE) inflation.

 

U.S. civilian unemployment rate.

 

45

 

Changes in the Company’s assumptions and forecasts of economic conditions could significantly affect its estimate of expected credit losses in the portfolio at the balance sheet date or lead to significant changes in the estimate from one reporting period to the next.

 

It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because management considers a wide variety of factors and inputs in estimating the allowance for credit losses. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor or input may offset deterioration in others.

 

To consider the impact of a hypothetical alternate macroeconomic forecast, the Company compared the modeled credit losses determined using its central and relative adverse macroeconomic scenarios. The central and relative adverse scenarios each included the three MEVs, but differed in the levels, paths and peaks/troughs of those variables over the four-quarter forecast period.

 

For example, compared to the Company’s central scenario that is based on a four-quarter forecasted change in U.S. real GDP of 2.30% from 4Q2025 to 4Q2026, U.S. PCE inflation of 2.40%, and U.S. unemployment of 4.40%, the Company’s relative adverse scenario assumes a four-quarter forecast with a contraction of U.S. real GDP, a PCE inflation between 5.00% and 7.00% and an elevated U.S. unemployment rate between 6.00% and 7.00%. This analysis is not intended to estimate expected future changes in the allowance for credit losses, for a number of reasons, including:

 

 

The impacts of changes in the MEVs are both interrelated and nonlinear, so the results of this analysis cannot be simply extrapolated for more severe changes in macroeconomic variables.

 

Expectations of future changes in portfolio composition and borrower behavior can significantly affect the allowance for credit losses.

 

To demonstrate the sensitivity of credit loss estimates to macroeconomic forecasts as of December 31, 2025, the Company compared the modeled estimates under its relative adverse scenario for two of the Company’s largest loan pools to its central scenario for the same loan pools. Without considering offsetting or correlated effects in other qualitative components of the Company’s allowance for credit losses, the comparison between these two scenarios for the exposures below reflect the following differences:

 

 

An increase of approximately $658,000 for residential real estate loans and lending-related commitments

 

An increase of approximately $924,000 for commercial real non-owner occupied loans and lending-related commitments

 

This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as it does not reflect any potential changes in the other adjustments to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions.

 

Recognizing that forecasts of macroeconomic conditions are inherently uncertain, the Company believes that its process to consider the available information and associated risks and uncertainties is appropriately governed and that its estimates of expected credit losses were reasonable and appropriate for the period ended December 31, 2025.

 

The Company uses two methodologies to analyze loan pools. The cohort method and the PD/LGD method. Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but are not limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

 

46

 

The PD portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, or is partially or wholly charged-off. Typically, a one-year time period is used to assess PD. PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PDs. LGD is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

 

Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. GAAP establishes standards for the amortization of acquired intangible assets and the impairment assessment of goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Company’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Company’s subsidiaries to provide quality, cost-effective services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. GAAP requires an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The fair value of the goodwill is estimated by reviewing the past and projected operating results for the subsidiaries and comparable industry information. At December 31, 2025, on a consolidated basis, Farmers had intangibles of $17.9 million subject to amortization and $167.5 million in goodwill, which was not subject to periodic amortization.

 

The Company accounts for acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. Assets acquired and liabilities assumed in a business combination are recorded at the estimated fair value on their purchase date. As provided for under GAAP, management has up to 12 months following the date of the acquisition to finalize the fair values of acquired assets and assumed liabilities. In particular, the valuation of acquired loans involves significant estimates, assumptions and judgment based on information available as of the acquisition date. Loans acquired in a business combination transaction are evaluated either individually or in pools of loans with similar characteristics; including consideration of a credit component. A number of factors are considered in determining the estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market interest rates, and net present value of cash flows expected to be received.

 

Recent Accounting Pronouncements and Developments

 

Note 1 to the Consolidated Financial Statements discusses new accounting policies adopted by Farmers during 2025 and 2024 and the expected impact of accounting policies recently issued or proposed but not yet required to be adopted. To the extent the adoption of new accounting standards materially affects financial condition, results of operations or liquidity, the impacts are discussed in the applicable sections of this financial review and notes to the consolidated financial statements.

 

47

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Important considerations in asset/liability management are liquidity, the balance between interest rate sensitive assets and liabilities and the adequacy of capital. Interest rate sensitive assets and liabilities are those which have rates subject to change within a future time period due to maturity of the instrument or changes in market rates. While liquidity management involves meeting the funds flow requirements of the Company, the management of interest rate sensitivity focuses on the structure of these assets and liabilities with respect to maturity and repricing characteristics. Managing interest rate sensitive assets and liabilities provides a means of tempering fluctuating interest rates and maintaining net interest margins through periods of changing interest rates. The Company monitors interest rate sensitive assets and liabilities to determine the overall interest rate position over various time frames.

 

The Company considers the primary market exposure to be interest rate risk. Simulation analysis is used to monitor the Company’s exposure to changes in interest rates, and the effect of the change to net interest income. The following table shows the effect on net interest income and the net present value of equity from a sudden and sustained 400 basis point increase to a 400 basis point decrease in market interest rates. The assumptions and predictions include inputs to compute baseline net interest income, expected changes in rates on interest bearing deposit accounts and loans, competition and various other factors that are difficult to accurately predict.

 

     

2025

   

2024

   

ALCO

 

Changes In Interest Rate (basis points)

   

Result

   

Result

   

Guideline

 

Net Interest Income Change

                         

+400

      -6.6 %     -9.0 %     -12.5 %

+300

      -5.2 %     -7.0 %     -10.0 %

+200

      -3.4 %     -4.7 %     -7.5 %

+100

      -1.8 %     -2.5 %     -5.0 %
-100       1.4 %     2.2 %     -5.0 %
-200       2.3 %     3.9 %     -10.0 %
-300       3.4 %     5.5 %     -15.0 %
-400       3.5 %     6.1 %     -20.0 %

Net Present Value Of Equity Change

                         

+400

      -27.9 %     -37.2 %     -12.5 %

+300

      -20.7 %     -27.3 %     -10.0 %

+200

      -12.9 %     -17.7 %     -7.5 %

+100

      -6.2 %     -9.0 %     -5.0 %
-100       3.1 %     5.5 %     -10.0 %
-200       2.4 %     7.1 %     -15.0 %
-300       -2.9 %     4.4 %     -20.0 %
-400       -2.5 %     1.5 %     -25.0 %

 

The yield curve has changed dramatically over the past three years. From March 2022 to July 2023, in an intense effort to diffuse inflation, the Federal Open Market Committee raised the discount rate from 0.25% to 5.50%. The committee then held the discount rate at 5.50% until September 2024 when they cut the discount rate by a total of 100 basis points over the last four months of 2024. These rate cuts in 2024 were an attempt to guide the economy into a “soft landing”, where the still comparatively elevated rate would continue to bring down inflation without harming the job market or the economy.  The committee cut rates by 25 basis points three more times in 2025 in an effort to prioritize employment to promote economic stability amid a slowing labor market.  The new target rate set in December 2025 is 3.50% to 3.75%.  Even with these six rate cuts over the last sixteen months, the discount rate remains elevated.

 

48

 

The above table presents results in the up rate scenarios that exceed internal policy limits for the Economic Value of Equity (“EVE”) for both year end periods. This unprecedented outcome was created by the events occurring over the past five years, namely, the massive influx of liquidity in the form of deposits in 2020 and 2021 from government assistance while interest rates were at their lowest; the deployment of these funds at the prevailing low rates; and now the usage of the deposits as consumers utilize their deposits in an effort to maintain living standards in this highly inflationary economy, which prevents the Company from investing in the higher rates that are now available. With the EVE model moving rates even higher than the current rates, it further exacerbates the differential between market rates and book rates, thereby creating the out of internal policy consequence. To mitigate these results, the Company has prioritized employing strategies to shrink the longer duration investment portfolio and replace the balances with assets having a shorter duration, including loans, in an effort to close the gap between the book and market rates. Any growth in lending will be done in a measured manner given the uncertain economic backdrop that exists today. The Company recognizes the risk that is inherent in growing loans but feels that its historical record of prudent underwriting, its low loan to deposit ratio and its strong credit metrics provide the ability to pursue solid opportunities in the marketplace. In addition, any loan growth will be broad based and will encompass consumer, indirect, 1-4 family, commercial and industrial and commercial real estate, so as not to increase the risk in any one portfolio or sector.

 

The remaining results of the simulations in the table above indicate that interest rate change results fall within internal limits established by the Company at both December 31, 2025, and December 31, 2024. A report on interest rate risk is presented to the Board of Directors and the ALCO on a quarterly basis. The Company has no market risk sensitive instruments held for trading purposes.

 

A large amount of interest sensitive assets and liabilities mature within twelve months and the Company monitors this area closely. Early withdrawal of deposits, prepayments of loans and loan delinquencies are some of the factors that can impact actual results in comparison to our simulation analysis. In addition, changes in rates on interest sensitive assets and liabilities may not be equal, which could result in a change in net interest margin.

 

Interest rate sensitivity management provides some degree of protection against net interest income volatility. It is not possible, or necessarily desirable, to attempt to eliminate this risk completely by matching interest sensitive assets and liabilities. Other factors, such as market demand, interest rate outlook, regulatory restraint and strategic planning also have an effect on the desired balance sheet structure.

 

49

 

 

Item 8. Financial Statements and Supplementary Financial Data.

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of Farmers National Banc Corp. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(1) promulgated under the Exchange Act as a process designed by, or under the supervision of; our principal executive and principal financial officers and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Management also conducted an assessment of requirements pertaining to Section 112 of the Federal Deposit Insurance Corporation Improvement Act. This section relates to management’s evaluation of internal control over financial reporting, including controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) and in compliance with laws and regulations. Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2025, was effective.

 

Crowe LLP, the independent registered public accounting firm that audited the 2025 consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 is included under the heading “Report of Independent Registered Public Accounting Firm” In Part II, Item 8.

 

 

 

image01.jpg
 
image02.jpg

Kevin J. Helmick

 

Troy Adair

President and Chief Executive Officer

 

Executive Vice President and Chief Financial Officer

 

50

 

 

image03.jpg
 
 
image04.jpg

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and the Board of Directors of 

Farmers National Banc Corp.

Canfield, Ohio

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of Farmers National Banc Corp. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

 

Basis for Opinions

 

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report On Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

 

51

 

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.  The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Allowance for Credit Losses on Loans-Qualitative Factors

 

The allowance for credit losses (the “ACL”) as described in Notes 1 and 4 is an accounting estimate of expected credit losses over the life of loans. The Company’s loan portfolio is presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the life of the loans.

 

The Company measures expected credit losses based on pooled loans when similar risk characteristics exist using the cohort and the probability of default/loss given default (“PD/LGD”) models. The cohort model is used primarily for consumer loan portfolios and uses cohorts to capture loans that qualify for a particular segment at a point in time. The loans are then tracked over their remaining lives to determine loss experience. The PD/LGD model is primarily used for commercial loan portfolios.  The PD is defined as 90 days past due, placed on nonaccrual, or is partially or wholly charged-off.  Risk rating is a common way to apply PDs.  LGD can be driven or influenced by product type, industry or geography.  The Company adjusts its quantitative model for certain qualitative factors to reflect the extent to which management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated.

 

Auditing the qualitative factors within the ACL was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management related to the determination of the qualitative factors used in the calculation.

 

The primary procedures performed to address the critical audit matter included:

 

 

Testing the effectiveness of management’s controls addressing:

 

o

Evaluation of the ACL calculation, including development and reasonableness of the qualitative framework.

 

o

Evaluation of the appropriateness of the key assumptions and judgments used in the determination of qualitative factors and the relevance and reliability of data used in the qualitative factors.

 

 

Substantive testing included evaluating the:

 

o

Appropriateness of the qualitative framework.

 

o

Reasonableness of the key assumptions and judgments applied in developing the qualitative factors.

 

o

Relevance and reliability of data used in the qualitative factors.

 

 

 

 

Crowe LLP

 

 

We have served as the Company's auditor since 2022.

 

Columbus, Ohio

March 5, 2026

 

52

 

 

CONSOLIDATED BALANCE SHEETS

(Table Dollar Amounts in Thousands except Per Share Data)

 

December 31,

 

2025

  

2024

 

ASSETS

        

Cash and due from banks

 $20,486  $20,426 

Federal funds sold and other

  71,871   65,312 

TOTAL CASH AND CASH EQUIVALENTS

  92,357   85,738 
         

Debt securities available for sale, at fair value (amortized cost $1,525,224 in 2025 and $1,510,681 in 2024)

  1,343,457   1,266,553 

Other investments

  45,397   45,405 

Loans held for sale, at fair value

  1,516   5,005 

Loans

  3,304,713   3,268,346 

Less allowance for credit losses

  36,811   35,863 

NET LOANS

  3,267,902   3,232,483 
         

Premises and equipment, net

  56,861   52,274 

Goodwill

  167,450   167,450 

Other intangibles, net

  17,851   20,750 

Bank owned life insurance

  119,367   101,418 

Tax credit investments

  29,256   22,000 

Other assets

  104,456   119,848 

TOTAL ASSETS

 $5,245,870  $5,118,924 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Deposits:

        

Noninterest-bearing

 $994,122  $965,507 

Interest-bearing

  3,348,656   3,226,321 

Brokered time deposits

  0   74,951 

TOTAL DEPOSITS

  4,342,778   4,266,779 
         

Short-term borrowings

  281,000   305,000 

Long-term borrowings

  86,733   86,150 

Other liabilities

  49,634   54,967 

TOTAL LIABILITIES

  4,760,145   4,712,896 
         

Commitments and contingent liabilities (Note 14)

          
         

Stockholders' equity

        

Common Stock, no par value; 50,000,000 shares authorized; 39,321,709 shares issued and 37,653,183 and 37,585,612 shares outstanding, respectively

  366,625   366,059 

Retained earnings

  286,196   257,173 

Accumulated other comprehensive (loss)

  (144,075)  (193,265)

Treasury stock, at cost; 1,668,526 and 1,736,097 shares, respectively

  (23,021)  (23,939)

TOTAL STOCKHOLDERS' EQUITY

  485,725   406,028 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $5,245,870  $5,118,924 

 

See accompanying notes

 

53

 

 

CONSOLIDATED STATEMENTS OF INCOME

(Table Dollar Amounts in Thousands except Per Share Data)

 

Years ended December 31,

 

2025

  

2024

  

2023

 

INTEREST AND DIVIDEND INCOME

            

Loans, including fees

 $191,003  $185,710  $171,808 

Taxable securities

  29,492   26,838   26,231 

Tax exempt securities

  9,565   10,007   10,834 

Dividends

  1,930   1,450   1,986 

Federal funds sold and other interest income

  1,802   3,727   2,476 

TOTAL INTEREST AND DIVIDEND INCOME

  233,792   227,732   213,335 
             

INTEREST EXPENSE

            

Deposits

  79,778   81,169   63,106 

Short-term borrowings

  7,591   14,105   8,357 

Long-term borrowings

  3,979   4,090   4,086 

TOTAL INTEREST EXPENSE

  91,348   99,364   75,549 

NET INTEREST INCOME

  142,444   128,368   137,786 

Provision for credit losses

  7,289   8,244   8,718 

(Credit) provision for unfunded commitments

  (220)  (278)  435 

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES AND UNFUNDED COMMITMENTS

  135,375   120,402   128,633 
             

NONINTEREST INCOME

            

Service charges on deposit accounts

  7,212   7,311   6,322 

Bank owned life insurance income, including death benefits

  3,385   2,659   2,442 

Trust fees

  11,061   10,099   9,047 

Insurance agency commissions

  6,531   5,472   5,444 

Security (losses), including fair value changes for equity securities

  (2,211)  (2,638)  (471)

Retirement plan consulting fees

  3,650   2,637   2,467 

Investment commissions

  2,614   2,007   1,978 

Net gains on sale of loans

  1,650   1,502   2,391 

Other mortgage banking income, net

  472   435   711 

Debit card and EFT fees

  7,907   7,484   7,059 

Other operating income

  3,859   4,748   4,471 

TOTAL NONINTEREST INCOME

  46,130   41,716   41,861 
             

NONINTEREST EXPENSE

            

Salaries and employee benefits

  62,277   58,925   57,374 

Occupancy and equipment

  17,083   15,588   15,434 

FDIC insurance and state and local taxes

  4,661   5,029   5,848 

Professional fees

  4,391   4,317   4,351 

System conversion/ Acquisition related costs

  4,048   92   5,475 

Advertising

  1,825   1,503   1,793 

Intangible amortization

  2,899   2,861   3,434 

Core processing charges

  5,601   4,622   4,639 

Other operating expenses

  13,674   13,754   13,448 

TOTAL NONINTEREST EXPENSE

  116,459   106,691   111,796 

INCOME BEFORE INCOME TAXES

  65,046   55,427   58,698 
             

INCOME TAXES

  10,460   9,478   8,766 

NET INCOME

 $54,586  $45,949  $49,932 
             

EARNINGS PER SHARE:

            

Basic

 $1.46  $1.23  $1.34 

Diluted

 $1.45  $1.22  $1.33 

 

See accompanying notes.

 

54

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Table Dollar Amounts in Thousands except Per Share Data)

 

Years ended December 31,

 

2025

  

2024

  

2023

 

NET INCOME

 $54,586  $45,949  $49,932 
             

Other comprehensive income (loss):

            

Net unrealized holding (losses) gains on available for sale securities

  60,062   (29,669)  48,805 

Reclassification adjustment for losses realized in income on sales

  2,298   2,681   498 

Reclassification adjustment for losses (gains) realized in income on fair value hedge

  (93)  772   (1,282)

Net unrealized holding (losses) gains

  62,267   (26,216)  48,021 

Income tax effect

  (13,077)  5,505   (10,084)

Unrealized holding (losses) gains, net of reclassification and tax

  49,190   (20,711)  37,937 
             

Change in funded status of post-retirement plan, net of tax

  0   0   (1)
             

Other comprehensive (loss) income, net of tax

  49,190   (20,711)  37,936 
             

TOTAL COMPREHENSIVE INCOME

 $103,776  $25,238  $87,868 

 

See accompanying notes.

 

55

 

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(Table Dollar Amounts in Thousands except Per Share Data)

 

          

Accumulated

         
          

Other

         
  

Common

  

Retained

  

Comprehensive

  

Treasury

     
  

Stock

  

Earnings

  

(Loss) Income

  

Stock

  

Total

 

Balance December 31, 2022

 $305,340  $212,375  $(210,490) $(14,930) $292,295 

Net income

     49,932         49,932 

Other comprehensive income

        37,936      37,936 

Share issuance as part of a business combination

  59,202            59,202 

Restricted share issuance

  (1,470)        1,482   12 

Restricted share forfeitures

  49         (46)  3 

Stock based compensation expense

  2,612            2,612 

Vesting of Long Term Incentive Plan

  (428)        431   3 

Share forfeitures for taxes

           (370)  (370)

Treasury share purchases

           (11,660)  (11,660)

Dividends paid at $0.65 per share

     (25,550)        (25,550)

Balance December 31, 2023

  365,305   236,757   (172,554)  (25,093)  404,415 

Net income

     45,949         45,949 

Other comprehensive loss

        (20,711)     (20,711)

Restricted share issuance

  (1,212)        1,212   0 

Restricted share forfeitures

  507         (515)  (8)

Stock based compensation expense

  2,643            2,643 

Vesting of Long Term Incentive Plan

  (1,184)        1,184   0 

Share forfeitures for taxes

           (727)  (727)

Dividends paid at $0.68 per share

     (25,533)        (25,533)

Balance December 31, 2024

  366,059   257,173   (193,265)  (23,939)  406,028 

Net income

     54,586         54,586 

Other comprehensive income

          49,190       49,190 

Restricted share issuance

  (1,284)        1,284   0 

Stock based compensation expense

  2,495            2,495 

Vesting of Long Term Incentive Plan

  (645)        645   0 

Share forfeitures for taxes

           (1,011)  (1,011)

Dividends paid at $0.68 per share

     (25,563)        (25,563)

Balance December 31, 2025

 $366,625  $286,196  $(144,075) $(23,021) $485,725 

 

See accompanying notes.

 

56

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Table Dollar Amounts in Thousands except Per Share Data)

 

Years ended December 31,

 

2025

  

2024

  

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

            

Net income

 $54,586  $45,949  $49,932 

Adjustments to reconcile net income to net cash from operating activities:

            

Provision for credit losses

  7,289   8,244   8,718 

(Credit) provision for unfunded commitments

  (220)  (278)  435 

Depreciation and amortization

  6,777   6,401   7,327 

Net amortization (accretion) of securities

  (820)  554   925 

Available for sale security losses

  2,298   2,681   498 

Realized gains on equity securities

  (87)  (43)  (27)

Gain on debt extinguishment

  0   (444)  0 

Losses on premises and equipment sales and disposals, net

  59   490   316 

Stock compensation expense

  2,495   2,643   2,612 

Earnings on bank owned life insurance

  (3,275)  (2,578)  (2,337)

Income recognized from death benefit on bank owned life insurance

  (110)  (81)  (105)

Origination of loans held for sale

  (92,387)  (74,522)  (64,647)

Proceeds from loans held for sale

  95,856   74,736   64,910 

Net gains on sale of loans

  (1,650)  (1,502)  (2,391)

Net change in other assets and liabilities

  (10,769)  4,365   (3,238)

NET CASH FROM OPERATING ACTIVITIES

  60,042   66,615   62,928 
             

CASH FLOWS FROM INVESTING ACTIVITIES

            

Proceeds from maturities and repayments of securities available for sale

  79,077   58,947   58,562 

Proceeds from sales of securities available for sale

  53,458   49,728   85,306 

Purchases of securities available for sale

  (148,557)  (105,750)  (650)

Proceeds from sale of equity securities

  79   61   69 

Purchases of equity securities

  (85)  (69)  (70)

Proceeds from maturities and repayments of SBIC funds

  2,155   2,605   2,030 

Purchases of SBIC funds

  (3,193)  (2,175)  (1,870)

Purchases of restricted stock

  (19,637)  (21,270)  (30,288)

Proceeds from redemption of restricted stock

  20,776   10,797   36,084 

Loan originations and payments, net

  (36,559)  (70,293)  (61,919)

Purchase of portfolio loans

  (8,044)  (8,069)  0 

Proceeds from loans held for sale previously classified as portfolio loans

  3,785   1,594   6,785 

Proceeds from BOLI death benefit

  460   730   419 

Purchase of company owned life insurance

  (15,000)  0   0 

Proceeds from land and building sales

  298   331   533 

Additions to premises and equipment

  (7,861)  (11,692)  (3,880)

Net cash paid in business combinations

  0   (600)  (13,175)

NET CASH (USED IN) FROM INVESTING ACTIVITIES

  (78,848)  (95,125)  77,936 
             

CASH FLOWS FROM FINANCING ACTIVITIES

            

Net change in deposits

  75,999   89,393   (260,195)

Net change in short-term borrowings

  (24,000)  (50,000)  185,000 

Redemption of subordinated debentures

  0   (2,535)  0 

Cash dividends paid

  (25,467)  (25,388)  (25,396)

Cash paid for withholding taxes on share-based awards

  (1,107)  (880)  (622)

Repurchase of common shares

  0   0   (11,544)

NET CASH FROM (USED IN) FINANCING ACTIVITIES

  25,425   10,590   (112,757)

NET CHANGE IN CASH AND CASH EQUIVALENTS

  6,619   (17,920)  28,107 
             

Beginning cash and cash equivalents

  85,738   103,658   75,551 

Ending cash and cash equivalents

 $92,357  $85,738  $103,658 
             

Supplemental cash flow information:

            

Interest paid

 $89,262  $101,247  $78,520 
             

Supplemental noncash disclosures:

            

Issuance of stock for business combinations

 $0  $0  $59,202 

Issuance of stock awards

 $1,929  $2,397  $1,913 

Transfer of loans to loans held for sale

 $2,115  $1,600  $7,510 

Lease liabilities assumed from obtaining right-of-use assets

 $998  $2,201  $1,289 

 

See Note 2 regarding non-cash transactions included in the acquisition

 

See accompanying notes.

 

57

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table Dollar Amounts in Thousands except Per Share Data)

 

 

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation: The consolidated financial statements include the accounts of Farmers National Banc Corp. (“Company”) and its wholly-owned subsidiaries, The Farmers National Bank of Canfield (“Bank” or “Farmers Bank”), Farmers Trust Company (“Farmers Trust”) and Farmers National Captive, Inc. (“Captive”). Captive was a wholly-owned insurance subsidiary of the Company that provided property and casualty insurance coverage to the Company and its subsidiaries until November 2023 when the Company dissolved the entity. The consolidated financial statements also include the accounts of the Bank’s subsidiaries; Farmers National Insurance, LLC (“Farmers Insurance”) and Farmers of Canfield Investment Co. (“Farmers Investments”). The Company completed its acquisition of Emclaire Financial Corp., (“Emclaire”) on January 1, 2023, and has since included its results of operations in the Consolidated Statements of Income. Together all entities are referred to as “the Company.” All significant intercompany balances and transactions have been eliminated in consolidation.

 

Nature of Operations: The Company provides full banking services, including wealth management services and mortgage banking activity, through the Bank. As a national bank, the Bank is subject to regulation by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The primary area served by the Bank is the northeastern region of Ohio and the western region of Pennsylvania, through sixty-two (62) locations. The Company provides trust services and retirement consulting services through its Farmers Trust subsidiary and insurance services through the Bank’s Insurance subsidiary. Farmers Trust has a state-chartered bank license to conduct trust business from the Ohio Department of Commerce – Division of Financial Institutions. The primary purpose of Farmers Investments is to invest in municipal securities. On November 20, 2023, the Captive entity was dissolved. Captive pooled resources with eleven similar insurance subsidiaries of financial institutions to spread a limited amount of risk among the pool members and to provide insurance where not available or economically feasible.

 

Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Business Combinations: Business combinations are accounted for by applying the acquisition method. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value and recognized separately from goodwill. Results of operations of the acquired entities are included in the consolidated statement of income from the date of acquisition.

 

Cash Flows: Cash and cash equivalents include cash on hand, deposits with other financial institutions with maturities fewer than ninety (90) days, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods. Net cash flows are reported for loan and deposit transactions, short-term borrowings and other assets and liabilities.

 

Securities: Debt securities classified as available for sale are those that could be sold for liquidity, investment management, or similar reasons, even though management has no present intentions to do so. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Equity securities with readily determinable fair values are carried at fair value, with changes in fair value reported in net income.

 

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Premiums are amortized to the earliest call date. Purchases and sales are recorded on the trade date, with resulting gains and losses determined using the specific identification method.

 

58

 

A debt security is placed on non-accrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on non-accrual is reversed against income.

 

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

 

Changes in the allowance for credit losses are recorded as credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. As of December 31, 2025 and 2024, the Company has not recorded an allowance for credit losses on available-for-sale securities.

 

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at fair value, as determined by outstanding commitments from investors.

 

Mortgage loans held for sale are sold with or without servicing rights. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

 

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for credit losses. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate.

 

Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level yield method without anticipating prepayments. Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in process of collection. Consumer loans are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually evaluated loans.

 

For all classes of loans, when interest accruals are discontinued, interest accrued but not received is reversed against interest income. Interest on such loans is thereafter recorded on a cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Purchased Credit Deteriorated Loans (PCD): The Company acquires loans individually and in groups or portfolios. At acquisition, the Company reviews each loan to determine whether there is evidence of more than insignificant deterioration of credit quality since origination. Loans having an aggregate commitment of $250,000 or greater and exhibiting the following characteristics have evidence of more than insignificant deterioration.

 

 

The loan is 30 days past due or greater as of the acquisition date.

 

 

The loan originated as a pass rated credit and has since been downgraded to a criticized or classified credit as of the acquisition date.

 

 

The loan has a non-accrual status as of the acquisition date.

 

59

 

PCD loans are recorded at fair value. An allowance for credit losses ("ACL") is determined using the same methodology as other loans held for investment. The sum of the purchase price and ACL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and par value of the loan is a noncredit discount or premium which is amortized into interest income over the life of the loan. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the statements of income.

 

Derivatives: Derivative financial instruments are recognized as assets or liabilities at fair value. The Company’s derivatives are interest-rate swaps for certain commercial loan customers, mortgage banking derivatives and interest rate fair value hedges associated with the state and political subdivision municipal bond portfolio. These are used as part of the Company's asset and liability management strategy to aid in managing its interest rate risk position. The Company uses derivatives for balance sheet hedging purposes.

 

Concentration of Credit Risk: There are no significant concentrations of loans to any one industry or customer. However, most of the Company’s business activity is with customers located within Northeastern Ohio and Western Pennsylvania. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy of a nineteen county area. Loans secured by real estate represent 73.8% of the total portfolio and changes related to the real estate markets are monitored by management.

 

Allowance for Credit Losses: The Company uses the current expected credit loss model (“CECL”). This methodology for calculating the allowance for credit losses considers the expected loss over the life of the loan. It also considers historical loss rates and other qualitative adjustments, as well as a forward-looking component that considers reasonable and supportable forecasts over the expected life of each loan. To develop the ACL estimate under the current expected loss model, the Company segments the loan portfolio into loan pools based on loan type and similar credit risk elements. The Company uses the cohort (“cohort”) and the probability of default/loss given default (“PD/LGD”) methodologies as described in the Credit Quality Indicators section of the loan footnote. Under ASC 326, if a loan does not share similar risk characteristics with loans in that pool, expected credit losses for that loan are evaluated individually. The Company has established specific thresholds for the loan portfolio that trigger when loans need to be evaluated individually. Including but not limited to commercial loans with an aggregate book balance of $500,000 or greater, or consumer loans with book balance of $250,000 or greater in which their payment of contractual principal balance and or interest is in doubt (nonaccrual status). In addition, ASC 326 requires the Company to establish a separate liability for anticipated credit losses for unfunded commitments.

 

Under CECL the credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments. These segments are disaggregated into the loan pools for monitoring. A model of risk characteristics, such as loss history and delinquency experience, trends in past due and non-performing loans, as well as existing economic conditions and supportable forecasts are used to determine credit loss assumptions.

 

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the ACL using the following methods:

 

Commercial Real Estate Owner-Occupied, nonfarm nonresidential properties – The Company originates mortgage loans to operating companies primarily in the northeastern region of Ohio and western region of Pennsylvania. Owner-occupied real estate properties primarily include retail buildings, medical buildings and industrial/warehouse space. Owner-occupied loans are typically repaid first by the cash flows generated by the borrower’s business operations. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and positive cash flow. Factors that may influence a borrower's ability to repay their loan include demand for the business’ products or services, the quality and depth of management, the degree of competition, regulatory changes, and general economic conditions.

 

Commercial Real Estate Non-Owner Occupied, nonfarm nonresidential properties – The Company originates mortgage loans for commercial real estate that is managed as an investment property primarily in the northeastern region of Ohio and western region of Pennsylvania. Commercial real estate properties primarily include retail buildings/shopping centers, hotels, office/medical buildings and industrial/warehouse space. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower and its ability to repay the loan. Commercial real estate loans are generally considered to have a higher degree of credit risk as they may be dependent on the ongoing success and operating viability of a fewer number of tenants who are occupying the property and who may have a greater degree of exposure to economic conditions.

 

60

 

Farmland (including farm residential and other improvements) – The Company originates loans secured by farmland and improvements thereon, secured by mortgages. Farmland includes all land known to be used or usable for agricultural purposes, such as crop and livestock production. Farmland also includes grazing or pasture land, whether tillable or not and whether wooded or not. The primary risk characteristics are specific to the uncertainty on production, market, financial, environmental and human resources.

 

Commercial Real Estate Other – The Company originates mortgage loans for multifamily properties primarily in the northeastern region of Ohio and western region of Pennsylvania and construction loans to finance land development preparatory to erecting new structures or the on-site construction of industrial, commercial, or multi-family buildings. Multifamily loans are expected to be repaid from the cash flows of the underlying property so the collective amount of rents must be sufficient to cover all operating expenses, property management and maintenance, taxes and debt service. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower and its ability to repay the loan. Construction loans include not only construction of new structures, but also additions or alterations to existing structures and the demolition of existing structures to make way for new structures. Construction loans are generally secured by real estate. The primary risk characteristics are specific to the uncertainty on whether the construction will be completed according to the specifications and schedules. Factors that may influence the completion of construction may be customer specific, such as the quality and depth of property management, or related to changes in general economic conditions.

 

Commercial and Industrial The Company originates lines of credit and term loans to operating companies for business purposes. The loans are generally secured by business assets such as accounts receivable, inventory, business vehicles and equipment. Commercial and Industrial loans are typically repaid first by the cash flows generated by the borrower’s business operations. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and positive cash flow. Factors that may influence a borrower's ability to repay their loan include demand for the business’ products or services, the quality and depth of management, the degree of competition, regulatory changes, and general economic conditions. The ability of the Company to foreclose and realize sufficient value from business assets securing these loans is often uncertain. To mitigate the risk characteristics of commercial and industrial loans, commercial real estate may be included as a secondary source of collateral. The Company will often require more frequent reporting requirements from the borrower in order to better monitor its business performance. The Company also originates various types of loans made directly to municipalities and nonprofit organizations. These loans are repaid through general cash flows or through specific revenue streams and charitable contributions. The primary risk characteristics associated with municipal loans are the municipality's or nonprofit’s ability to manage cash flow, balance the fiscal budget, fixed asset and infrastructure requirements. Additional risks include changes in demographics, as well as social and political conditions.

 

Agricultural Production –The Company originates loans secured or unsecured to farm owners and operators for the purpose of financing agricultural production, including the growing and storing of crops, the marketing or carrying of agricultural products by the growers thereof, and the breeding, raising, fattening, or marketing of livestock, and for purchases of farm machinery, equipment, and implements. The primary risk characteristics are specific to the uncertainty on production, market, financial, environmental and human resources.

 

1-4 Family Residential Real Estate The Company originates 1-4 family residential mortgage and construction loans primarily within the northeastern region of Ohio and western region of Pennsylvania. These loans are secured by first or second liens on a primary residence or investment property. The primary risk characteristics associated with residential mortgage loans typically involve major changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as medical expenses, catastrophic events, divorce or death. Residential mortgage loans that have adjustable rates could expose the borrower to higher payments in a rising rate environment. Real estate values could decrease and cause the value of the underlying property to fall below the loan amount, creating additional potential loss exposure for the Company. Residential construction loans are exposed to uncertainty on whether the construction will be completed according to the specifications and schedules. Factors that may influence the completion of construction may be customer specific, or related to changes in general economic conditions.

 

61

 

Home Equity Lines of Credit The primary risk characteristics associated with home equity lines of credit typically involve changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as major medical expenses, catastrophic events, divorce and death. Home equity lines of credit are typically originated with variable or floating interest rates, which could expose the borrower to higher payments in a rising interest rate environment. Real estate values could decrease and cause the value of the underlying property to fall below the loan amount, creating additional potential loss exposure for the Company.

 

Indirect Loans The Company originates consumer loans extended for the purpose of purchasing new and used passenger cars and other vehicles such as minivans, vans, sport-utility vehicles, pickup trucks, recreational vehicles, and motorcycles for personal use. The primary risk characteristics associated with automobile loans typically involve major changes to the borrower, including unemployment or other loss of income, unexpected significant expenses, such as for major medical expenses, catastrophic events, divorce or death.

 

Consumer Direct – The Company originates loans to individuals for household, family, and other personal expenditures. Consumer loans generally have higher interest rates and shorter terms than residential loans but tend to have higher credit risk due to the type of collateral securing the loan or in some cases the absence of collateral. The primary risk characteristics associated with other consumer loans typically involve major changes to the borrower, including unemployment or other loss of income, unexpected significant expenses, such as for major medical expenses, catastrophic events, divorce or death.

 

Consumer Other The Company originates lines of credit to individuals for household, family, and other personal expenditures. Consumer loans generally have higher interest rates and shorter terms than residential loans but tend to have higher credit risk due to the type of collateral securing the loan or in some cases the absence of collateral. The primary risk characteristics associated with other revolving loans typically involve major changes to the borrower, including unemployment or other loss of income, unexpected significant expenses, such as for major medical expenses, catastrophic events, divorce or death.

 

The Company uses two methodologies, the cohort and the PD/LGD, to analyze loan pools. Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but aren’t limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

 

The probability of default (“PD”) portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, or partially or wholly, charged-off. Typically, a one-year time period is used to assess PD. PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PD. Loss given default (“LGD”) is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

 

A reassessment of the existing acquired loans occurred in 2021. This was to align with the calculation of the ACL being used under the CECL model. To the extent that any purchased loan is not specifically reviewed, such loan is assumed to have characteristics similar to the characteristics of the originated risk pools. The grade for each purchased loan without evidence of credit deterioration is reviewed subsequent to the date of acquisition any time a loan is renewed or extended or at any time information becomes available to the Company that provides material insight regarding the loan’s performance, the status of the borrower or the quality or value of the underlying collateral. To the extent that current information indicates it is probable that the Company will collect all amounts according to the contractual terms thereof, such loan is not individually considered in the determination of the required allowance for credit losses. To the extent that current information indicates it is probable that the Company will not be able to collect all amounts according to the contractual terms thereof, such loan is considered in the determination of the required level of allowance as a loan individually evaluated.

 

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The ACL represents management’s estimate of expected credit losses in the Company’s loan portfolio at the balance sheet date. The Company estimates the ACL based on the amortized cost basis of the underlying loan and has made an accounting policy election to exclude accrued interest from the loan’s amortized cost basis and the related measurement of the ACL. Estimating the amount of the ACL is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge-offs, trends in past due and nonaccrual loans, and the level of potential problem loans, all of which may be susceptible to significant change. While management uses the best information available to establish the allowance, future adjustments to the allowance may be necessary, which may be material, if economic conditions differ substantially from the assumptions used in estimating the allowance. If additions to the original estimate of the allowance for credit losses are deemed necessary, they will be reported in earnings in the period in which they become reasonably estimable and probable. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off.

 

The Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows. Any restructuring of a loan in which the borrower has experienced financial difficulty and the terms of the loan are more favorable than would generally be considered for borrowers with the same credit characteristics would be individually evaluated. Otherwise, the restructured loan remains in the appropriate segment in the ACL model.

 

Servicing Rights: When mortgage loans are sold and servicing rights are retained, the servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. The Company compares the valuation model inputs and results to published industry data to validate the model results and assumptions. The fair value of the mortgage servicing rights as of December 31, 2025 and 2024 was $5.08 million and $5.20 million, respectively.

 

All classes of servicing assets are subsequently measured using the amortization method, which requires servicing rights to be amortized into non‑interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Servicing assets are evaluated for impairment based upon the fair value of the assets compared to carrying amount. Any impairment is reported as a valuation allowance, to the extent that fair value is less than the capitalized amount for a grouping. At December 31, 2025 and 2024, there was a valuation allowance totaling $329,000 and $89,000, respectively.

 

Servicing fee income is recorded when earned for servicing loans based on a contractual percentage of the outstanding principal or a fixed amount per loan. The amortization of mortgage servicing rights is netted against loan servicing fee income. Servicing fees, late fees and ancillary fees related to loan servicing are not considered significant for financial reporting.

 

Foreclosed Assets: Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value less costs to sell, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrow conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or a similar legal agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. These assets are recorded in other assets on the balance sheets as other real estate owned (“OREO”). Operating costs after acquisition are expensed. The Company had $52,000 of OREO recorded at both  December 31, 2025 and 2024.

 

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Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost, less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 5 to 40 years. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 10 years.

 

Leases: Leases are classified as operating or finance leases at the lease commencement date. The Company leases certain locations and equipment. The Company records leases on the balance sheet in the form of a lease liability for the present value of future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates the Company could obtain for similar loans as of the date of commencement or renewal.

 

Restricted Stock: The Bank is a member of the Federal Home Loan Bank (“FHLB”) system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. The Bank is also a member of and owns stock in the Federal Reserve Bank. These stocks are carried at cost, classified as restricted securities included in other investments, and periodically evaluated for impairment based on ultimate recovery of par value. Restricted stock totaled $29.5 million at December 31, 2025 and $30.7 million in 2024. Cash and stock dividends are reported as income.

 

Bank Owned Life Insurance: The Company has purchased life insurance policies on certain key officers. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

 

Long-term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

 

Goodwill and Other Intangible Assets: Goodwill resulting from a business combination is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired as of the acquisition date. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but tested for impairment at least annually. The Company has selected September 30 as the date to perform the annual goodwill impairment tests associated with the acquisitions of Farmers Trust, Farmers Insurance and the recent Banking acquisitions. Intangible assets with finite useful lives are amortized over their estimated useful lives. Goodwill is the only intangible asset with an indefinite life on the balance sheet. Core deposit intangible assets arising from bank acquisitions are amortized over their estimated useful lives of 7 to 8 years. Non-compete contracts are amortized on a straight-line basis, over the term of the agreements. Customer relationship and trade name intangibles are amortized over a range of 13 to 15 years.

 

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

 

Stock-Based Compensation: Compensation cost is recognized for restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The market price of the Company’s common stock at the grant date is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

 

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

 

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A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

 

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

 

Retirement Plans: Employee 401(k) and profit sharing plan expense is the amount of matching and discretionary contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.

 

Earnings per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock equity awards. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the financial statements.

 

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on securities available for sale and changes in the funded status of the post-retirement plan, which are recognized as separate components of equity, net of tax effects.

 

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any matters currently that would have a material effect on the financial statements.

 

Equity: Treasury stock is carried at cost.

 

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank and Farmers Trust to the holding company or by the holding company to shareholders.

 

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions as more fully disclosed in Note 7. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

 

Operating Segments: While the chief operating decision maker monitors the revenue streams of the various products and services, operations are managed, and financial performance is primarily aggregated and evaluated in two lines of business, the Bank segment and Farmers Trust segment. The Company discloses segment information in Note 23.

 

Reclassification: Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or stockholders' equity.

 

New Accounting Standards:

 

In December 2023, the FASB issued Accounting Standards Update "ASU" 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. The amendments in this Update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments of this Update are effective for fiscal years beginning after December 15, 2024. The Company has provided the amended disclosures herein Footnote 18 - Income Taxes of our Form 10-K for the year ending December 31, 2025.

 

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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The main new provision requires significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The amendments of this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. This Update was adopted by the Company and amendments were made to Footnote 23 - Segment Information.

 

On March 29, 2024, the FASB issued ASU 2024-02, Codification ImprovementsAmendments to Remove References to the Concepts Statements. ASU 2024-02 removes various references to the FASB’s Concepts Statements from the FASB’s Accounting Standards Codification (Codification or GAAP). The Concepts Statements are non-authoritative guidance issued by the FASB that provide the objectives, qualitative characteristics and other concepts that govern the development of accounting principles by the FASB. ASU 2024-02 applies to all reporting entities and updates the Codification by eliminating discrete references to the Concepts Statements across a variety of defined terms and Topics within the Codification. The FASB does not expect these Updates to have a significant effect on current accounting practice. The amendments in ASU 2024-02 are effective for public business entities for fiscal years beginning after December 15, 2024. The Company has reviewed our Form 10-K for the year ending December 31, 2025 to ensure compliance with this Update.

 

In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326). ASU 2025-08 expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day 1 credit loss expense and reducing interest income recognized in subsequent periods. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2026, and is applied on a prospective basis. Early adoption is permitted. This update was adopted by the Company during the first quarter of 2026.  

  

 

NOTE 2 BUSINESS COMBINATIONS

 

On January 1, 2023, the Company completed its previously announced merger with Emclaire Financial Corp., a Pennsylvania corporation and registered financial holding company (“Emclaire”), pursuant to the Agreement and Plan of Merger dated as of March 23, 2022. The Farmers National Bank of Emlenton, the banking subsidiary of Emclaire, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company, with Farmers Bank as the surviving bank. Pursuant to the terms of the Emclaire Merger Agreement, at the effective time of the Emclaire Merger (the “Effective Time”) Emclaire merged with and into Merger Sub (the “Emclaire Merger”), with Merger Sub as the surviving entity in the Emclaire Merger. Promptly following the consummation of the Emclaire Merger, Merger Sub was dissolved and liquidated and The Farmers National Bank of Emlenton, the banking subsidiary of Emclaire, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company, with Farmers Bank as the surviving bank. Pursuant to the terms of the Emclaire Merger Agreement, at the effective time of the merger, each common share, without par value, of Emclaire common shares issued and outstanding was converted into the right to receive, without interest, $40.00 in cash or 2.15 common shares, without par value, of the Company's common shares, subject to an overall limitation of 70% of the Emclaire common shares being exchanged and the remaining 30% of Emclaire common shares being exchanged for the cash. The transaction created expansion for the Company in Pennsylvania and into the Pittsburgh market. The Company issued 4.2 million shares of its common stock along with cash of $33.4 million, which represented a transaction value of approximately $92.6 million based on its closing stock price of $14.12 on December 31, 2023.

 

In accordance with ASC 805, the Company expensed approximately $5.5 million of merger related costs, for the Emclaire acquisition, during 2023, in addition to $2.0 million expensed for the year of 2022. The Company recorded goodwill of $72.9 million as a result of the combination. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies, including the reduction of personnel and overlapping contracts, expected to be derived from the Company’s strategy to enhance and expand its presence in Pennsylvania. The Emclaire Merger offered the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as added new customers in the expanded market area. The goodwill was determined not to be deductible for income tax purposes.

 

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The following table summarizes the consideration paid for Emclaire and the amounts of the assets acquired and liabilities assumed on the closing date of the acquisition.

 

Consideration

    

Cash

 $33,440 

Stock

  59,202 

Fair value of total consideration transferred

 $92,642 

Fair value of assets acquired

    

Cash and cash equivalents

 $20,265 

Securities available for sale

  126,970 

Other investments

  7,795 

Loans, net

  740,659 

Premises and equipment

  14,808 

Bank owned life insurance

  22,485 

Core deposit intangible

  19,249 

Current and deferred taxes

  17,708 

Other assets

  7,682 

Total assets acquired

  977,621 

Fair value of liabilities assumed

    

Deposits

  875,813 

Short-term borrowings

  75,000 

Accrued interest payable and other liabilities

  7,104 

Total liabilities

  957,917 

Net assets acquired

 $19,704 

Goodwill created

  72,938 

Total net assets acquired

 $92,642 

 

The fair value of net assets acquired includes fair value adjustments to certain receivables that were considered performing as of the acquisition date. The fair value adjustments were determined using the income method, discounted cash flow approach. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered PCD at the acquisition date and were not subject to the guidance relating to PCD loans. Receivables acquired that were not subject to these requirements had a fair value and gross contractual amounts receivable of $714.4 million and $764.8 million on the date of acquisition.

 

The fair value of purchased financial assets that were classified as PCD loans are discussed in the loan footnote.

 

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On December 16, 2024, Farmers Trust acquired substantially all of the assets of Crest Retirement Advisors, LLC, for $600,000, with an additional $400,000 in contingent consideration payable over two years. Intangible assets of $770,000 were recorded along with goodwill of $4,000.

 

On October 22, 2025, Farmers and Middlefield jointly announced the execution of a definitive Merger Agreement providing for the merger of Middlefield with and into Farmers and the merger of Middlefield Bank with and into Farmers Bank. Middlefield is a bank holding company headquartered in Middlefield, OH, with approximately $1.9 billion in assets, $1.6 billion in portfolio loans, $1.5 billion in deposits, $229.6 million in stockholders’ equity and 21 branches as of December 31, 2025. The Merger was completed on March 2, 2026. Under the terms of the Merger Agreement, Farmers exchanged its common stock for Middlefield common stock in an all stock transaction. Middlefield shareholders received 2.6 shares of Farmers common stock per each share of Middlefield common stock.

  

 

NOTE 3 SECURITIES AVAILABLE FOR SALE

 

The following table summarizes the amortized cost and fair value of the available-for-sale securities portfolio at December 31, 2025, and 2024, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss). No allowance for credit losses have been recognized for the securities portfolio at December 31, 2025 or 2024.

 

      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     

2025

 

Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Treasury and U.S. government sponsored entities

 $104,737  $45  $(9,487) $95,295 

State and political subdivisions

  589,236   2,632   (88,171)  503,697 

Corporate bonds

  13,171   163   (289)  13,045 

Mortgage-backed securities

  629,376   731   (82,973)  547,134 

Collateralized mortgage obligations

  186,494   1,461   (5,739)  182,216 

Small Business Administration

  2,210   0   (140)  2,070 

Totals

 $1,525,224  $5,032  $(186,799) $1,343,457 

 

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Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

     

2024

 

Cost

  

Gains

  

Losses

  

Fair Value

 

U.S. Treasury and U.S. government sponsored entities

 $132,292  $0  $(17,185) $115,107 

State and political subdivisions

  609,950   1,294   (106,364)  504,880 

Corporate bonds

  17,849   172   (573)  17,448 

Mortgage-backed securities

  605,350   34   (112,517)  492,867 

Collateralized mortgage obligations

  142,525   85   (8,834)  133,776 

Small Business Administration

  2,715   0   (240)  2,475 

Totals

 $1,510,681  $1,585  $(245,713) $1,266,553 

 

The proceeds from sales of available-for-sale securities and the associated gains and losses were as follows:

 

  

2025

  

2024

  

2023

 

Proceeds

 $53,458  $49,728  $85,306 

Gross gains

  0   17   441 

Gross losses

  (2,298)  (2,698)  (939)

 

The tax provision (benefit) related to these net realized gains (losses) was ($483,000), ($563,000), and ($105,000), respectively.

 

The amortized cost and fair value of the debt securities portfolio are shown by expected maturity. Expected maturities may differ from contractual maturities if issuers have the right to call or prepay obligations, with or without a call, or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

Available for sale

 

December 31, 2025

 
  

Amortized

     

Maturity

 

Cost

  

Fair Value

 

Within one year

 $1,684  $1,686 

One to five years

  56,302   52,742 

Five to ten years

  174,011   161,433 

Beyond ten years

  475,147   396,176 

Mortgage-backed Securities, Collateralized Mortgage Obligations and Small Business Administration

  818,080   731,420 

Totals

 $1,525,224  $1,343,457 

 

Securities with a carrying amount of $844.9 million at December 31, 2025 were pledged to secure public deposits and an unused line of credit, and securities with a carrying amount of $852.4 million at December 31, 2024 were pledged to secure public deposits and an unused line of credit. Farmers Trust had securities with a carrying amount of $122,000 and $117,000, respectively, in place at year-ends 2025 and 2024, as a pledge to qualify as a fiduciary in the State of Ohio.

 

In each year, there were no holdings of any issuer that exceeded 10% of stockholders’ equity, except for the U.S. Government, its agencies and its sponsored entities.

 

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The following table summarizes the investment securities with unrealized losses for which an allowance for credit losses has not been recorded at December 31, 2025 and 2024, aggregated by major security type and length of time in a continuous unrealized loss position.

 

2025

                        
  

Less than 12 Months

  

12 Months or More

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 

Description of Securities

 

Value

  

Loss

  

Value

  

Loss

  

Value

  

Loss

 

U.S. Treasury and U.S. government sponsored entities

 $100  $0  $93,211  $(9,487) $93,311  $(9,487)

State and political subdivisions

  6,302   (1,360)  432,053   (86,811)  438,355   (88,171)

Corporate bonds

  2,962   (44)  6,293   (245)  9,255   (289)

Mortgage-backed securities

  48,965   (313)  437,859   (82,660)  486,824   (82,973)

Collateralized mortgage obligations

  50,887   (621)  69,006   (5,118)  119,893   (5,739)

Small Business Administration

  0   0   2,070   (140)  2,070   (140)

Total

 $109,216  $(2,338) $1,040,492  $(184,461) $1,149,708  $(186,799)

 

2024

                        
  

Less than 12 Months

  

12 Months or More

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 

Description of Securities

 

Value

  

Loss

  

Value

  

Loss

  

Value

  

Loss

 

U.S. Treasury and U.S. government sponsored entities

 $4,592  $(320) $110,515  $(16,865) $115,107  $(17,185)

State and political subdivisions

  66,436   (4,946)  400,911   (101,418)  467,347   (106,364)

Corporate bonds

  4,303   (146)  8,568   (427)  12,871   (573)

Mortgage-backed securities

  30,143   (365)  460,172   (112,152)  490,315   (112,517)

Collateralized mortgage obligations

  65,046   (2,210)  51,405   (6,624)  116,451   (8,834)

Small Business Administration

  0   0   2,475   (240)  2,475   (240)

Total

 $170,520  $(7,987) $1,034,046  $(237,726) $1,204,566  $(245,713)

 

As of December 31, 2025, the Company’s security portfolio consisted of 899 securities, 716 of which were in an unrealized loss position. The treasury, agency, mortgage-backed securities, collateralized mortgage obligations and small business administration securities that the Company owns are all issued by government sponsored entities and therefore contain no potential for credit loss. The Company does not consider any of its available-for-sale securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses have occurred as a result of changes in noncredit related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. The vast majority of the Company's state and political subdivisions holdings are of high credit quality, and are rated AA or higher. In addition, management has both the ability and intent to hold the securities for a period of time sufficient to allow for the recovery in fair value. As of December 31, 2025, the Company has not recorded an allowance for credit losses on available for sale (“AFS”) securities.

 

At December 31, 2024, the Company’s security portfolio consisted of 946 securities, 842 of which were in an unrealized loss position. The majority of unrealized losses on the Company’s securities were related to its holdings of mortgage-backed securities and state and political subdivisions. Furthermore, the treasury, agency, mortgage-backed securities, collateralized mortgage obligations and small business administration securities that the Company owns are all issued by government sponsored entities. At December 31, 2024 the Company did not consider any of its AFS securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses that had occurred were a result of changes in noncredit related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. The vast majority of the Company's state and political subdivisions holdings are of high credit quality, and are rated AA or higher. In addition, management has both the ability and intent to hold the securities for a period of time sufficient to allow for the recovery in fair value. At December 31, 2024, the Company had not recorded an allowance for credit losses on AFS securities.

 

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Equity Securities

 

The Company also holds equity securities which include $15.5 million in Small Business Investment Company (“SBIC”) partnership investments as well as $370,000 in local and regional bank holdings and other miscellaneous equity funds at December 31, 2025. At December 31, 2024, the Company held $14.5 million in SBIC investments and $277,000 in local and regional bank holdings and other miscellaneous equity funds. These investments are held at modified cost and any changes in modified cost are recognized in income in 2025 and 2024.

  

 

NOTE 4 LOANS

 

Loan balances at year end were as follows:

 

  

2025

  

2024

 

(In Thousands of Dollars)

        

Commercial real estate

        

Owner occupied

 $393,061  $391,302 

Non-owner occupied

  710,468   695,699 

Farmland

  211,370   206,786 

Other

  294,587   295,713 

Commercial

        

Commercial and industrial

  340,224   349,966 

Agricultural

  54,195   55,606 

Residential real estate

        

1-4 family residential

  850,300   845,081 

Home equity lines of credit

  181,544   158,014 

Consumer

        

Indirect

  231,242   232,822 

Direct

  16,483   19,143 

Other

  10,070   7,989 

Total originated loans

 $3,293,544  $3,258,121 

Net deferred loan costs

  11,169   10,225 

Allowance for credit losses

  (36,811)  (35,863)

Net loans

 $3,267,902  $3,232,483 

 

Allowance for credit loss activity

 

The following tables present the activity in the allowance for credit losses by portfolio segment for years ended December 31, 2025, 2024 and 2023:

 

  

Commercial

      

Residential

         

December 31, 2025

 

Real Estate

  

Commercial

  

Real Estate

  

Consumer

  

Total

 

(In Thousands of Dollars)

                    

Allowance for credit losses

                    

Beginning balance

 $19,259  $4,628  $7,271  $4,705  $35,863 

Provision for credit losses

  5,348   841   128   972   7,289 

Loans charged off

  (4,565)  (1,491)  (268)  (1,183)  (7,507)

Recoveries

  22   558   110   476   1,166 

Total ending allowance balance

 $20,064  $4,536  $7,241  $4,970  $36,811 

 

71

 
  

Commercial

      

Residential

         

December 31, 2024

 

Real Estate

  

Commercial

  

Real Estate

  

Consumer

  

Total

 

(In Thousands of Dollars)

                    

Allowance for credit losses

                    

Beginning balance

 $18,150  $5,087  $6,916  $4,287  $34,440 

Provision for credit losses

  5,706   763   333   1,442   8,244 

Loans charged off

  (4,619)  (1,742)  (155)  (1,471)  (7,987)

Recoveries

  22   520   177   447   1,166 

Total ending allowance balance

 $19,259  $4,628  $7,271  $4,705  $35,863 

 

  

Commercial

      

Residential

         

December 31, 2023

 

Real Estate

  

Commercial

  

Real Estate

  

Consumer

  

Total

 

(In Thousands of Dollars)

                    

Allowance for credit losses

                    

Beginning balance

 $14,840  $4,186  $4,374  $3,578  $26,978 

PCD ACL on loans acquired

  850   138   11   0   999 

Provision for credit losses

  2,808   1,931   2,834   1,145   8,718 

Loans charged off

  (349)  (1,272)  (384)  (932)  (2,937)

Recoveries

  1   104   81   496   682 

Total ending allowance balance

 $18,150  $5,087  $6,916  $4,287  $34,440 

 

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company's historical loss experience from December 31, 2011 to December 31, 2025. As of December 31, 2025, the Company expects that the markets in which it operates will experience minimal changes to economic conditions, with a stable trend in unemployment, and an increased trend of delinquencies. Management adjusted historical loss experience for these expectations. No reversion adjustments were necessary, as the starting point for the Company's estimate was a cumulative loss rate covering the expected contractual term of the portfolio. While there are many factors that go into the calculation of the allowance for credit losses, the change in the balances from December 31, 2024 to December 31, 2025 is largely attributed to two commercial real estate non-owner occupied relationships that are individually evaluated with specific reserves, and increased historical loss ratios in the commercial real estate non-owner occupied and indirect loan pools. These factors were partially offset by adjustments made to the maximum loss rates that anchor the qualitative factors and adjustments to the Portfolio Composition and Growth qualitative factor.

 

72

 

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of December 31, 2025 and December 31, 2024:

 

  

Nonaccrual with no

  

Nonaccrual with an

  

Loans past due over

 

(In Thousands of Dollars)

 

allowance for credit loss

  

allowance for credit loss

  

89 days still accruing

 

December 31, 2025

            

Commercial real estate

            

Owner occupied

 $1,346  $207  $0 

Non-owner occupied

  2,408   10,776   0 

Farmland

  0   1,917   0 

Other

  1,093   0   0 

Commercial

            

Commercial and industrial

  0   2,778   82 

Agricultural

  0   159   0 

Residential real estate

            

1-4 family residential

  1,095   2,329   271 

Home equity lines of credit

  424   689   0 

Consumer

            

Indirect

  61   462   0 

Direct

  0   21   0 

Other

  97   0   0 

Total loans

 $6,524  $19,338  $353 

 

  

Nonaccrual with no

  

Nonaccrual with an

  

Loans past due over

 

(In Thousands of Dollars)

 

allowance for credit loss

  

allowance for credit loss

  

89 days still accruing

 

December 31, 2024

            

Commercial real estate

            

Owner occupied

 $0  $937  $0 

Non-owner occupied

  0   8,105   0 

Farmland

  1,757   3   0 

Other

  0   0   525 

Commercial

            

Commercial and industrial

  145   3,713   0 

Agricultural

  177   183   0 

Residential real estate

            

1-4 family residential

  513   3,967   90 

Home equity lines of credit

  94   409   0 

Consumer

            

Indirect

  37   463   0 

Direct

  66   34   0 

Other

  0   0   0 

Total loans

 $2,789  $17,814  $615 

 

There were no loans that were held for sale and in nonaccrual status for the period ending December 31, 2025. The above table for the period ending December 31, 2024 does not include a $1.52 million owner occupied commercial real estate loan and a $77,000 commercial & industrial loan that are held-for-sale and in nonaccrual status.

 

73

 

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2025 and December 31, 2024:

 

(In Thousands of Dollars)

 

Real Estate

  

Business Assets

  

Vehicles

  

Cash

 

December 31, 2025

                

Commercial real estate

                

Owner occupied

 $1,346  $0  $0  $0 

Non-owner occupied

  24,235   0   0   0 

Farmland

  1,872   0   0   0 

Other

  1,093   0   0   0 

Commercial

                

Commercial and industrial

  0   2,352   0   0 

Agricultural

  0   0   0   0 

Residential real estate

                

1-4 family residential

  2,411   0   0   0 

Home equity lines of credit

  944   0   0   0 

Consumer

                

Indirect

  0   0   102   0 

Direct

  0   0   4   0 

Other

  97   0   0   0 

Total loans

 $31,998  $2,352  $106  $0 

 

(In Thousands of Dollars)

 

Real Estate

  

Business Assets

  

Vehicles

  

Cash

 

December 31, 2024

                

Commercial real estate

                

Owner occupied

 $0  $0  $0  $0 

Non-owner occupied

  8,119   0   0   0 

Farmland

  1,757   0   0   0 

Other

  0   0   0   0 

Commercial

                

Commercial and industrial

  0   2,591   0   0 

Agricultural

  0   177   0   0 

Residential real estate

                

1-4 family residential

  3,573   0   0   0 

Home equity lines of credit

  264   0   0   0 

Consumer

                

Indirect

  0   0   70   0 

Direct

  0   0   9   66 

Other

  0   0   0   0 

Total loans

 $13,713  $2,768  $79  $66 

 

74

 

The following tables present the aging of the amortized cost basis in past due loans as of December 31, 2025 and 2024 by class of loans:

 

        

90 Days or More

             
  

30-59 Days

  

60-89 Days

  

Past Due and

  

Total Past

  

Loans Not

     

December 31, 2025

 

Past Due

  

Past Due

  

Nonaccrual

  

Due

  

Past Due

  

Total

 

(In Thousands of Dollars)

                        

Commercial real estate

                        

Owner occupied

 $419  $1,018  $1,553  $2,990  $389,881  $392,871 

Non-owner occupied

  8   0   13,184   13,192   696,884   710,076 

Farmland

  116   163   1,917   2,196   209,035   211,231 

Other

  0   0   1,093   1,093   292,915   294,008 

Commercial

                        

Commercial and industrial

  1,064   174   2,860   4,098   337,639   341,737 

Agricultural

  235   30   159   424   54,665   55,089 

Residential real estate

                        

1-4 family residential

  9,848   1,122   3,695   14,665   836,515   851,180 

Home equity lines of credit

  75   54   1,113   1,242   180,544   181,786 

Consumer

                        

Indirect

  2,090   470   523   3,083   237,027   240,110 

Direct

  37   7   21   65   16,486   16,551 

Other

  17   0   97   114   9,960   10,074 

Total loans

 $13,909  $3,038  $26,215  $43,162  $3,261,551  $3,304,713 

 

        

90 Days or More

             
  

30-59 Days

  

60-89 Days

  

Past Due and

  

Total Past

  

Loans Not

     

December 31, 2024

 

Past Due

  

Past Due

  

Nonaccrual

  

Due

  

Past Due

  

Total

 

(In Thousands of Dollars)

                        

Commercial real estate

                        

Owner occupied

 $95  $446  $937  $1,478  $389,630  $391,108 

Non-owner occupied

  15   52   8,105   8,172   687,112   695,284 

Farmland

  53   0   1,760   1,813   204,787   206,600 

Other

  0   113   525   638   294,543   295,181 

Commercial

                        

Commercial and industrial

  941   324   3,858   5,123   346,410   351,533 

Agricultural

  284   26   360   670   55,759   56,429 

Residential real estate

                        

1-4 family residential

  6,688   1,943   4,570   13,201   832,338   845,539 

Home equity lines of credit

  104   0   503   607   157,532   158,139 

Consumer

                        

Indirect

  1,385   473   500   2,358   238,997   241,355 

Direct

  59   30   100   189   18,996   19,185 

Other

  0   1   0   1   7,992   7,993 

Total loans:

 $9,624  $3,408  $21,218  $34,250  $3,234,096  $3,268,346 

 

Loan Restructurings:

 

The Company adopted the accounting guidance in ASU No. 2022-02, effective as of January 1, 2023, which eliminates the recognition and measurement of troubled debt restructurings ("TDRs"). Due to the removal of the TDR designation, the Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.

 

Any restructuring of a loan in which the borrower has experienced financial difficulty and the terms of the loan are more favorable than would generally be considered for borrowers with the same credit characteristics would be individually evaluated. Otherwise, the restructured loan remains in the appropriate segment in the ACL model.

 

75

 

The following tables present the amortized cost basis of loans that were both experiencing financial difficulty and modified during the twelve months ended December 31, 2025 and December 31, 2024, by class and type of modification at December 31, 2025 and 2024. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

 

December 31, 2025

 

Amortized Cost

     
              

Combination

  

Combination

  

Combination

         
              

Payment Deferral and

  

Term Extension

  

Term Extension

      

% of Total Class

 
  

Payment

  

Term

  

Interest Rate

  

and Interest Rate

  

and Interest Rate

  

and Payment

      

of Financing

 

(In Thousands of Dollars)

 

Deferral

  

Extension

  

Reduction

  

Reduction

  

Reduction

  

Deferral

  

Total

  

Receivable

 

Commercial real estate

                                

Non-owner occupied

 $0  $11,128  $0  $0  $0  $3,594  $14,722   2.07%

Other

  111   0   482   510   0   0   1,103   0.38%

Commercial

                                

Commercial and industrial

  124   289   0   0   2,410   0   2,823   0.83%

Residential real estate

                                

1-4 family residential

  170   0   0   0   0   0   170   0.02%

Home equity lines of credit

  0   14   277   0   123   0   414   0.23%

Total modifications to borrowers experiencing financial difficulty

 $405  $11,431  $759  $510  $2,533  $3,594  $19,232   0.58%

 

December 31, 2024

 

Amortized Cost

     
          

Combination

         
          

Term Extension

      

% of Total Class

 
  

Term

  

Interest Rate

  

and Interest Rate

      

of Financing

 

(In Thousands of Dollars)

 

Extension

  

Reduction

  

Reduction

  

Total

  

Receivable

 

Residential real estate

                    

Home equity lines of credit

 $0  $29  $19  $48   0.03%

Total modifications to borrowers experiencing financial difficulty

 $0  $29  $19  $48   0.00%

 

As of December 31, 2025, the Company had no commitments to lend any additional funds to the borrowers included in the previous tables.

 

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables present the performance of such loans that have been modified in the twelve months ended December 31, 2025 and December 31, 2024:

 

December 31, 2025

 

Payment status (Amortized cost Basis)

 

(In Thousands of Dollars)

 

Current

  30-89 Days past due  90+ Days past due 

Accrual restructured loans

            

Commercial real estate

            

Non-owner occupied

 $14,873  $0  $0 

Other

  0   0   0 

Commercial

            

Commercial and industrial

  289   0   0 

Residential real estate

            

1-4 family residential

  103   0   0 

Home equity lines of credit

  50   0   0 

Total accruing restructured loans

 $15,315  $0  $0 
             

Nonaccrual restructured loans

            

Commercial real estate

            

Non-owner occupied

 $0  $0  $0 

Other

  1,092   0   0 

Commercial

            

Commercial and industrial

  2,352   0   0 

Residential real estate

            

1-4 family residential

  67   0   0 

Home equity lines of credit

  272   0   0 

Total nonaccrual restructured loans

 $3,783  $0  $0 

Total restructured loans

 $19,098  $0  $0 

 

76

 

December 31, 2024

 

Payment status (Amortized cost Basis)

 

(In Thousands of Dollars)

 

Current

  30-89 Days past due  90+ Days past due 

Accrual restructured loans

            

Residential real estate

            

Home equity lines of credit

 $0  $19  $0 

Total accruing restructured loans

 $0  $19  $0 
             

Nonaccrual restructured loans

            

Residential real estate

            

Home equity lines of credit

 $0  $0  $29 

Total nonaccrual restructured loans

 $0  $0  $29 

Total restructured loans

 $0  $19  $29 

 

The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 and December 31, 2024:

 

  

Payment Deferral

  

Interest Rate Reduction

  

Term Extension

 
  

Weighted-Average Principal Deferred

  

Weighted-Average Contractual Interest Rate

  

Weighted-Average Years Added to the Life

 

December 31, 2025

     

From

  

To

     

Commercial real estate

                

Non-owner occupied

 $1,976   8.85%  4.00%  0.9 

Other

  16   6.81%  5.25%    

Commercial

                

Commercial and industrial

  112   10.25%  8.00%  2.8 

Residential real estate

                

1-4 family residential

  7             

Home equity lines of credit

      7.69%  4.81%  7.9 

 

  

Payment Deferral

  

Interest Rate Reduction

  

Term Extension

 
  

Weighted-Average Principal Deferred

  

Weighted-Average Contractual Interest Rate

  

Weighted-Average Years Added to the Life

 

December 31, 2024

     

From

   To     

Residential real estate

                

Home equity lines of credit

      10.45%  5.91%  10 

 

The following tables present the amortized cost basis of loans that had a payment default during the year ended December 31, 2025 and December 31, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. For purposes of this disclosure a default occurs when within 12 months of the original modification, a loan is 30 days contractually past due under the modified terms:

 

December 31, 2025

 

Amortized Cost

 
          

Combination

 
          

Term Extension

 
  

Payment

  

Interest Rate

  

and Interest Rate

 

(In Thousands of Dollars)

 

Deferral

  

Reduction

  

Reduction

 

Commercial

            

Commercial and industrial

 $124  $0  $0 

Residential real estate

            

Home equity lines of credit

  0   0   19 

Total modifications to borrowers experiencing financial difficulty

 $124  $0  $19 

 

77

 

December 31, 2024

 

Amortized Cost

 
          

Combination

 
          

Term Extension

 
  

Term

  

Interest Rate

  

and Interest Rate

 

(In Thousands of Dollars)

 

Extension

  

Reduction

  

Reduction

 

Residential real estate

            

Home equity lines of credit

 $0  $29  $19 

Total modifications to borrowers experiencing financial difficulty

 $0  $29  $19 

 

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance of credit losses is adjusted by the same amount.

 

Credit Quality Indicators:

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships. For relationships over $3 million, management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt and affirm their risk ratings. The Company uses the following definitions for risk ratings:

 

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

 

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

 

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For residential, consumer and indirect loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Nonperforming loans are loans past due 90 days and still accruing interest and nonaccrual loans.

 

78

 

The following tables present total loans by risk categories and year of origination.

 

  

Term Loans Amortized Cost Basis by Origination Year

 

As of December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving Loans

  

Total

 

Commercial real estate - Owner occupied:

                                

Risk Rating

                                

Pass

 $54,226  $47,332  $49,344  $40,512  $55,333  $133,226  $3,195  $383,168 

Special mention

  0   648   4,729   0   1,069   74   0   6,520 

Substandard

  0   0   1,346   430   1   1,406   0   3,183 

Total commercial real estate - Owner occupied loans

 $54,226  $47,980  $55,419  $40,942  $56,403  $134,706  $3,195  $392,871 
                                 

Commercial real estate - Owner Occupied: Current period gross write-offs

 $0  $0  $0  $0  $22  $75  $0  $97 
                                 

Commercial real estate - Non-owner occupied:

                                

Risk Rating

                                

Pass

 $79,473  $71,707  $47,336  $115,103  $75,125  $257,596  $20,072  $666,412 

Special mention

  0   0   0   3,126   0   4,103   215   7,444 

Substandard

  0   21   124   1,870   10,528   21,812   0   34,355 

Doubtful

  0   0   0   0   1,865   0   0   1,865 

Total commercial real estate - Non-owner occupied loans

 $79,473  $71,728  $47,460  $120,099  $87,518  $283,511  $20,287  $710,076 
                                 

Commercial real estate - Non-owner occupied: Current period gross write-offs

 $0  $0  $0  $1,970  $0  $0  $0  $1,970 
                                 

Commercial real estate - Farmland:

                                

Risk Rating

                                

Pass

 $20,347  $19,990  $20,478  $35,611  $16,728  $91,987  $3,568  $208,709 

Substandard

  0   0   1,872   0   352   298   0   2,522 

Total commercial real estate - Farmland loans

 $20,347  $19,990  $22,350  $35,611  $17,080  $92,285  $3,568  $211,231 
                                 

Commercial real estate - Farmland: Current period gross write-offs

 $0  $0  $0  $0  $0  $44  $0  $44 
                                 

Commercial real estate - Other:

                                

Risk Rating

                                

Pass

 $62,052  $50,127  $48,815  $65,170  $23,895  $24,391  $1,351  $275,801 

Special mention

  0   0   9,279   0   0   1,364   0   10,643 

Substandard

  2,965   0   981   3,496   112   10   0   7,564 

Total commercial real estate - Other loans

 $65,017  $50,127  $59,075  $68,666  $24,007  $25,765  $1,351  $294,008 
                                 

Commercial real estate - Other: Current period gross write-offs

 $0  $0  $0  $2,454  $0  $0  $0  $2,454 

 

79

 
  

Term Loans Amortized Cost Basis by Origination Year (Continued)

 

As of December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving Loans

  

Total

 

Commercial - Commercial and industrial:

                                

Risk Rating

                                

Pass

 $65,564  $63,502  $52,078  $38,843  $11,342  $19,002  $80,655  $330,986 

Special mention

  0   0   0   2,158   253   0   2,050   4,461 

Substandard

  8   210   21   2,612   719   1,163   1,557   6,290 

Total commercial - Commercial and industrial loans

 $65,572  $63,712  $52,099  $43,613  $12,314  $20,165  $84,262  $341,737 
                                 

Commercial - Commercial and industrial: Current period gross write-offs

 $345  $122  $230  $311  $127  $116  $28  $1,279 
                                 

Commercial - Agricultural:

                                

Risk Rating

                                

Pass

 $11,929  $6,738  $8,151  $8,058  $2,502  $1,028  $16,523  $54,929 

Special mention

  0   0   0   0   0   0   0   0 

Substandard

  0   32   0   20   18   90   0   160 

Total commercial - Agricultural loans

 $11,929  $6,770  $8,151  $8,078  $2,520  $1,118  $16,523  $55,089 
                                 

Commercial - Agricultural: Current period gross write-offs

 $0  $114  $16  $38  $26  $18  $0  $212 
                                 

Residential real estate - 1-4 family residential:

                                

Payment Performance

                                

Performing

 $90,911  $88,021  $58,641  $142,333  $140,411  $323,056  $4,112  $847,485 

Nonperforming

  0   0   396   574   238   2,487   0   3,695 

Total residential real estate - 1-4 family residential loans

 $90,911  $88,021  $59,037  $142,907  $140,649  $325,543  $4,112  $851,180 
                                 

Residential real estate - 1-4 family residential: Current period gross write-offs

 $0  $0  $0  $0  $150  $67  $0  $217 
                                 

Residential real estate - Home equity lines of credit:

                                

Payment Performance

                                

Performing

 $0  $24  $135  $296  $211  $4,963  $175,044  $180,673 

Nonperforming

  0   0   7   438   0   668   0   1,113 

Total residential real estate - Home equity lines of credit loans

 $0  $24  $142  $734  $211  $5,631  $175,044  $181,786 
                                 

Residential real estate - Home equity lines of credit: Current period gross write-offs

 $0  $0  $10  $28  $0  $13  $0  $51 

 

80

 
  

Term Loans Amortized Cost Basis by Origination Year (Continued)

 

As of December 31, 2025

 

2025

  

2024

  

2023

  

2022

  

2021

  

Prior

  

Revolving Loans

  

Total

 

Consumer - Indirect:

                                

Payment Performance

                                

Performing

 $78,564  $55,727  $38,329  $30,359  $15,556  $21,052  $0  $239,587 

Nonperforming

  2   125   101   102   86   107   0   523 

Total consumer - Indirect loans

 $78,566  $55,852  $38,430  $30,461  $15,642  $21,159  $0  $240,110 
                                 

Consumer - Indirect: Current period gross write-offs

 $22  $191  $93  $40  $93  $489  $0  $928 
                                 

Consumer - Direct:

                                

Payment Performance

                                

Performing

 $4,010  $1,580  $1,280  $871  $647  $8,142  $0  $16,530 

Nonperforming

  0   0   0   4   0   17   0   21 

Total consumer - Direct loans

 $4,010  $1,580  $1,280  $875  $647  $8,159  $0  $16,551 
                                 

Consumer - Direct: Current period gross write-offs

 $0  $6  $16  $9  $0  $28  $0  $59 
                                 

Consumer - Other:

                                

Payment Performance

                                

Performing

 $0  $0  $0  $4  $64  $418  $9,491  $9,977 

Nonperforming

  0   0   0   97   0   0   0   97 

Total consumer - Other loans

 $0  $0  $0  $101  $64  $418  $9,491  $10,074 
                                 

Consumer - Other: Current period gross write-offs

 $0  $1  $5  $0  $1  $189  $0  $196 

 

81

 
  

Term Loans Amortized Cost Basis by Origination Year

 

As of December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving Loans

  

Total

 

Commercial real estate - Owner occupied:

                                

Risk Rating

                                

Pass

 $45,588  $56,389  $46,323  $60,179  $45,428  $127,665  $1,984  $383,556 

Special mention

  0   3,228   0   1,118   0   519   0   4,865 

Substandard

  0   0   659   0   0   1,962   66   2,687 

Total commercial real estate - Owner occupied loans

 $45,588  $59,617  $46,982  $61,297  $45,428  $130,146  $2,050  $391,108 
                                 

Commercial real estate - Owner Occupied: Current period gross write-offs

 $0  $0  $72  $0  $21  $0  $0  $93 
                                 

Commercial real estate - Non-owner occupied:

                                

Risk Rating

                                

Pass

 $61,974  $44,323  $125,547  $78,933  $71,322  $251,465  $8,978  $642,542 

Special mention

  0   0   6,284   313   1,356   10,024   150   18,127 

Substandard

  7,065   407   0   11,249   7,129   7,931   0   33,781 

Doubtful

  0   0   0   834   0   0   0   834 

Total commercial real estate - Non-owner occupied loans

 $69,039  $44,730  $131,831  $91,329  $79,807  $269,420  $9,128  $695,284 
                                 

Commercial real estate - Non-owner occupied: Current period gross write-offs

 $0  $0  $0  $4,380  $146  $0  $0  $4,526 
                                 

Commercial real estate - Farmland:

                                

Risk Rating

                                

Pass

 $19,832  $20,803  $39,126  $18,734  $31,620  $71,162  $3,071  $204,348 

Substandard

  0   0   0   317   0   1,935   0   2,252 

Total commercial real estate - Farmland loans

 $19,832  $20,803  $39,126  $19,051  $31,620  $73,097  $3,071  $206,600 
                                 

Commercial real estate - Farmland: Current period gross write-offs

 $0  $0  $0  $0  $0  $0  $0  $0 
                                 

Commercial real estate - Other:

                                

Risk Rating

                                

Pass

 $40,993  $108,346  $65,724  $39,091  $8,493  $21,744  $728  $285,119 

Special mention

  0   990   7,480   112   0   1,448   0   10,030 

Substandard

  0   0   0   0   0   32   0   32 

Total commercial real estate - Other loans

 $40,993  $109,336  $73,204  $39,203  $8,493  $23,224  $728  $295,181 
                                 

Commercial real estate - Other: Current period gross write-offs

 $0  $0  $0  $0  $0  $0  $0  $0 

 

82

 
  

Term Loans Amortized Cost Basis by Origination Year (Continued)

 

As of December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving Loans

  

Total

 

Commercial - Commercial and industrial:

                                

Risk Rating

                                

Pass

 $84,491  $72,388  $55,279  $26,780  $10,744  $20,223  $70,675  $340,580 

Special mention

  0   0   0   167   165   46   84   462 

Substandard

  31   118   5,653   282   244   1,682   2,481   10,491 

Total commercial - Commercial and industrial loans

 $84,522  $72,506  $60,932  $27,229  $11,153  $21,951  $73,240  $351,533 
                                 

Commercial - Commercial and industrial: Current period gross write-offs

 $48  $273  $389  $125  $228  $257  $313  $1,633 
                                 

Commercial - Agricultural:

                                

Risk Rating

                                

Pass

 $9,085  $11,703  $13,160  $5,481  $1,768  $850  $13,958  $56,005 

Special mention

  0   0   0   0   0   0   61   61 

Substandard

  0   0   35   29   162   137   0   363 

Total commercial - Agricultural loans

 $9,085  $11,703  $13,195  $5,510  $1,930  $987  $14,019  $56,429 
                                 

Commercial - Agricultural: Current period gross write-offs

 $0  $1  $49  $13  $29  $17  $0  $109 
                                 

Residential real estate - 1-4 family residential:

                                

Payment Performance

                                

Performing

 $79,820  $69,319  $157,403  $153,569  $119,770  $257,827  $3,261  $840,969 

Nonperforming

  0   0   473   278   1,626   2,193   0   4,570 

Total residential real estate - 1-4 family residential loans

 $79,820  $69,319  $157,876  $153,847  $121,396  $260,020  $3,261  $845,539 
                                 

Residential real estate - 1-4 family residential: Current period gross write-offs

 $0  $0  $0  $37  $0  $118  $0  $155 
                                 

Residential real estate - Home equity lines of credit:

                                

Payment Performance

                                

Performing

 $0  $119  $153  $127  $68  $4,118  $153,051  $157,636 

Nonperforming

  0   0   29   0   0   376   98   503 

Total residential real estate - Home equity lines of credit loans

 $0  $119  $182  $127  $68  $4,494  $153,149  $158,139 
                                 

Residential real estate - Home equity lines of credit: Current period gross write-offs

 $0  $0  $0  $0  $0  $0  $0  $0 

 

83

 
  

Term Loans Amortized Cost Basis by Origination Year (Continued)

 

As of December 31, 2024

 

2024

  

2023

  

2022

  

2021

  

2020

  

Prior

  

Revolving Loans

  

Total

 

Consumer - Indirect:

                                

Payment Performance

                                

Performing

 $78,306  $55,525  $49,548  $23,331  $14,183  $19,962  $0  $240,855 

Nonperforming

  0   57   233   97   62   51   0   500 

Total consumer - Indirect loans

 $78,306  $55,582  $49,781  $23,428  $14,245  $20,013  $0  $241,355 
                                 

Consumer - Indirect: Current period gross write-offs

 $10  $100  $206  $192  $174  $430  $0  $1,112 
                                 

Consumer - Direct:

                                

Payment Performance

                                

Performing

 $2,735  $2,319  $2,406  $1,075  $792  $9,432  $326  $19,085 

Nonperforming

  0   0   6   15   66   13   0   100 

Total consumer - Direct loans

 $2,735  $2,319  $2,412  $1,090  $858  $9,445  $326  $19,185 
                                 

Consumer - Direct: Current period gross write-offs

 $0  $7  $38  $6  $5  $120  $0  $176 
                                 

Consumer - Other:

                                

Payment Performance

                                

Performing

 $0  $0  $0  $60  $0  $409  $7,524  $7,993 

Nonperforming

  0   0   0   0   0   0   0   0 

Total consumer - Other loans

 $0  $0  $0  $60  $0  $409  $7,524  $7,993 
                                 

Consumer - Other: Current period gross write-offs

 $0  $0  $1  $0  $0  $182  $0  $183 

 

For the period ending December 31, 2025 there were no loans that were held for sale and in nonaccrual status. The above table for the period ending December 31, 2024 does not include a $1.52 million owner occupied commercial real estate loan and a $77,000 commercial & industrial loan that are held-for-sale and risk-rated substandard. In the 1-4 family residential real estate portfolio at December 31, 2025, other real estate owned and foreclosure properties were $52,000 and $506,000, respectively. In the 1-4 family residential real estate portfolio at December 31, 2024, other real estate owned and foreclosure properties were $52,000 and $631,000, respectively.

 

The Company follows ASU 2016-13 to calculate the allowance for credit losses which requires estimating credit losses over the lifetime of the credits. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of any underlying collateral.

 

The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments. These segments are disaggregated into the loan pools for monitoring. A model of risk characteristics, such as loss history and delinquency experience, trends in past due and non-performing loans, as well as existing economic conditions and supportable forecasts are used to determine credit loss assumptions.

 

The Company uses two methodologies to analyze loan pools. The cohort method and the PD/LGD. Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but are not limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

 

The probability of default portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, or is partially or wholly, charged-off. Typically, a one-year time period is used to assess PD. PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PDs. Loss given default is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

 

84

 

The following table presents the loan pools and the associated methodology used during the calculation of the allowance for credit losses in 2025.

 

Portfolio Segments

 

Loan Pool

 

Methodology

 

Loss Drivers

Residential real estate

 

1-4 Family Residential Real Estate - 1st Liens

 

Cohort

 

Credit Loss History

  

1-4 Family Residential Real Estate - 2nd Liens

 

Cohort

 

Credit Loss History

Home Equity Lines of Credit

 

Home Equity Lines of Credit

 

Cohort

 

Credit Loss History

Consumer Finance

 

Cash Reserves

 

Cohort

 

Credit Loss History

  

Direct

 

Cohort

 

Credit Loss History

  

Indirect

 

Cohort

 

Credit Loss History

Commercial

 

Commercial and Industrial

 

PD/LGD

 

Credit Loss History

  

Agricultural

 

PD/LGD

 

Credit Loss History

  

Municipal

 

PD/LGD

 

Credit Loss History

Commercial real estate

 

Owner Occupied

 

PD/LGD

 

Credit Loss History

  

Non-Owner Occupied

 

PD/LGD

 

Credit Loss History

  

Multifamily

 

PD/LGD

 

Credit Loss History

  

Farmland

 

PD/LGD

 

Credit Loss History

  

Construction

 

PD/LGD

 

Credit Loss History

 

According to accounting standards, an entity may make an accounting policy election not to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivables for all loan segments. Current policy dictates that a loan will be placed on nonaccrual status, with the current accrued interest receivable balance being written off, upon the loan being 90 days delinquent or when the loan is deemed to be collateral dependent and the collateral analysis shows insufficient collateral coverage based on a current assessment of the value of the collateral.

 

In addition, ASC Topic 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company must first establish a loss expectation for extended (funded) commitments. This loss expectation, expressed as a ratio to the amortized cost basis, is then applied to the portion of unfunded commitments not considered unilaterally cancelable, and considered by the company’s management as likely to fund over the life of the instrument. At December 31, 2025, the Company had $710 million in unfunded commitments and set aside $1.34 million in anticipated credit losses. At December 31, 2024, the Company had $692 million in unfunded commitments and set aside $1.56 million in anticipated credit losses. The $18 million increase in unfunded commitments is attributed to growth, while the $220,000 decrease in the reserve for anticipated credit losses is due to adjustments to the Portfolio Composition and Growth qualitative factor of commercial real estate construction. This reserve is recorded in other liabilities as opposed to the ACL.

 

The determination of ACL is complex and the Company makes decisions on the effects of factors that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgments as to the facts and circumstances related to particular situations or credits. The ACL was $36.8 million at December 31, 2025 and $35.9 million at December 31, 2024. The $948,000 increase is attributed to two commercial real estate non-owner occupied relationships that are individually evaluated with specific reserves, and increased historical loss ratios in the commercial real estate non-owner occupied and indirect loan pools. These factors were partially offset by adjustments made to the maximum loss rates that anchor the qualitative factors and adjustments to the Portfolio Composition and Growth qualitative factor.

 

85

 

Purchased Loans

 

Under ASC Topic 326, when loans are purchased with evidence of more than insignificant deterioration of credit, they are accounted for as purchase credit deteriorated ("PCD"). PCD loans acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement. During 2025, the Company has not acquired any additional PCD loans. The outstanding balance at December 31, 2025 and 2024 and related allowance on PCD loans is as follows (in thousands):

 

  

2025

  

2024

 
  

Loan Balance

  

ACL Balance

  

Loan Balance

  

ACL Balance

 

Commercial real estate

                

Owner Occupied

 $258  $9  $333  $11 

Non-owner Occupied

  25,690   1,428   26,890   420 

Farmland

  0   0   3   0 

Commercial

                

Commercial and industrial

  509   25   1,561   115 

Agricultural

  88   6   117   8 

Residential real estate

                

1-4 family residential

  894   4   1,264   7 

Home equity lines of credit

  0   0   3   0 

Total

 $27,439  $1,472  $30,171  $561 

    

 

NOTE 5 REVENUE FROM CONTRACTS WITH CUSTOMERS

 

All material revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. ASC 606 rules govern the disclosure of revenue tied to contracts. The following table presents the Company’s noninterest income by revenue stream and reportable segment, net of eliminations, for the years ended December 31, 2025, 2024 and 2023.

 

(In Thousands of Dollars)

 

Trust Segment

  

Bank Segment

  

Totals

 

December 31, 2025

            

Service charges on deposit accounts

 $0  $7,212  $7,212 

Debit card and EFT fees

  0   7,907   7,907 

Trust fees

  11,061   0   11,061 

Insurance agency commissions

  0   6,531   6,531 

Retirement plan consulting fees

  3,650   0   3,650 

Investment commissions

  0   2,614   2,614 

Other (outside the scope of ASC 606)

  0   7,155   7,155 

Total noninterest income

 $14,711  $31,419  $46,130 

 

(In Thousands of Dollars)

 

Trust Segment

  

Bank Segment

  

Totals

 

December 31, 2024

            

Service charges on deposit accounts

 $0  $7,311  $7,311 

Debit card and EFT fees

  0   7,484   7,484 

Trust fees

  10,099   0   10,099 

Insurance agency commissions

  0   5,472   5,472 

Retirement plan consulting fees

  2,637   0   2,637 

Investment commissions

  0   2,007   2,007 

Other (outside the scope of ASC 606)

  0   6,706   6,706 

Total noninterest income

 $12,736  $28,980  $41,716 

 

86

 

(In Thousands of Dollars)

 

Trust Segment

  

Bank Segment

  

Totals

 

December 31, 2023

            

Service charges on deposit accounts

 $0  $6,322  $6,322 

Debit card and EFT fees

  0   7,059   7,059 

Trust fees

  9,047   0   9,047 

Insurance agency commissions

  0   5,444   5,444 

Retirement plan consulting fees

  2,467   0   2,467 

Investment commissions

  0   1,978   1,978 

Other (outside the scope of ASC 606)

  0   9,544   9,544 

Total noninterest income

 $11,514  $30,347  $41,861 

 

A description of the Company’s revenue streams under ASC 606 follows:

 

Service Charges on Deposit Accounts – The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Management reviewed the deposit account agreements, and determined that the agreements can be terminated at any time by either the Bank or the account holder. Transaction fees, such as balance transfers, wires and overdraft charges are settled the day the performance obligation is satisfied. The Bank’s monthly service charges and maintenance fees are for services provided to the customer on a monthly basis and are considered a series of services that have the same pattern of transfer each month. The review of service charges assessed on deposit accounts, included the amount of variable consideration that is a part of the monthly charges. It was found that the waiver of service charges due to insufficient funds and dormant account fees is immaterial and would not require a change in the accounting treatment for these fees under the revenue standards.

 

Debit Card and EFT Fees – Customers and the Bank have an account agreement and maintain deposit balances with the Bank. Customers use a bank issued debit card to purchase goods and services, and the Bank earns interchange fees on those transactions, typically a percentage of the sale amount of the transaction. The Bank records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. There are no contingent debit card or EFT fees recorded by the Company that could be subject to a clawback in future periods.

 

Trust Fees – Services provided to Farmers Trust customers are a series of distinct services that have the same pattern of transfer each month. Fees for trust accounts are billed and drafted from trust accounts monthly. The Company records these fees on the income statement on a monthly basis. Fees are assessed based on the total investable assets of the customer’s trust account. A signed contract between the Company and the customer is maintained for all customer trust accounts with payment terms identified. It is probable that the fees will be collectible as funds being managed are accessible by the asset manager. Past history of trust fee income recorded by the Company indicates that it is highly unlikely that a significant reversal could occur. There are no contingent incentive fees recorded by the Company that could be subject to a clawback in future periods.

 

Insurance Agency Commissions – Insurance agency commissions are received from insurance carriers for the agency’s share of commissions from customer premium payments. These commissions are recorded into income when checks are received from the insurance carriers, and there is no contingent portion associated with these commission checks. There may be a short time-lag in recording revenue when cash is received instead of recording the revenue when the policy is signed by the customer, but the time lag is insignificant and does not impact the revenue recognition process.

 

87

 

Insurance also receives incentive checks from the insurance carriers for achieving specified levels of production with particular carriers. These amounts are recorded into income when a check is received, and there are no contingent amounts associated with these payments that may be clawed back by the carrier in the future. Similar to the monthly commissions explained in the preceding paragraph, there may be a short time-lag in recording incentive revenue on a cash basis as opposed to estimating the amount of incentive revenue expected to be earned, this does not materially impact the recognition of Insurance revenue. If there were any amounts that would need to be refunded for one specific Insurance customer, management believes the reversal would not be significant.

 

Other potential situations surrounding the recognition of Farmers Insurance revenue include estimating potential refunds due to the likely cancellation of a percentage of customers canceling their policies and recording revenue at the time of policy renewals.

 

Retirement Plan Consulting Fees – Revenue is recognized based on the level of work performed for the client. Any payments that are received for work to be performed in the future are recorded on a deferred revenue account, and recorded into income when the fees are earned.

 

Investment Commissions – Investment commissions are earned through the sales of non-deposit investment products to customers of the Company. The sales are conducted through a third-party broker-dealer. When the commissions are received and recorded into income on the Bank’s income statement, there is no contingent portion that may need to be refunded back to the broker dealer.

 

Other – Income items included in “Other” are Bank owned life insurance income, security gains, net gains on the sale of loans and other operating income. Any amounts within the scope of ASC 606 are deemed immaterial.

  

 

NOTE 6 LOAN SERVICING

 

The Company has retained servicing rights to mortgage loans sold to both the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal Home Loan Bank (FHLB) of Pittsburgh. Mortgage loans serviced for others are not reported as assets. The principal balances of these loans at year-end are as follows:

 

  

2025

  

2024

 

Mortgage loan portfolios serviced for:

        

FHLMC

 $575,536  $554,779 

FHLB Pittsburgh

  23,247   26,063 

Ending balance

 $598,783  $580,842 

 

Custodial escrow balances maintained in connection with serviced loans were $5.9 million at December 31, 2025 and $5.3 million at December 31, 2024.

 

88

 

Mortgage servicing rights are recorded on the balance sheets as other assets. Activity for mortgage servicing rights for years ended December 31, 2025, 2024 and 2023 are as follows:

 

  

2025

  

2024

  

2023

 

Servicing rights:

            

Beginning balance

 $3,093  $3,452  $3,331 

Additions

  823   644   588 

Acquired in merger

  0   0   305 

Amortization to expense

  (820)  (968)  (735)

Total servicing rights before valuation allowance

 $3,096  $3,128  $3,489 

Change in valuation allowance

  (240)  (35)  (37)

Ending balance

 $2,856  $3,093  $3,452 

 

Fair value at year end 2025 was determined using discount rates ranging from 9.0% to 13.5% and prepayment speeds ranging from 100 PSA to 570 PSA (Public Securities Association Standard Prepayment Model), depending on the stratification of the specific mortgage servicing right. Fair value at year end 2024 was determined using discount rates ranging from 9.0% to 11.0% and prepayment speeds ranging from 100 PSA to 870 PSA, depending on the stratification of the specific mortgage servicing right.

  

 

NOTE 7 FAIR VALUE

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

There are three levels of inputs that may be used to measure fair values:

 

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

 

Investment Securities

 

The Company uses a third party service to estimate fair value on AFS securities on a monthly basis. The Company’s service provider uses a leading evaluation pricing service for U.S. domestic fixed income securities and values securities using exit pricing requirements. The Company independently corroborates the fair value received through this pricing service by obtaining the pricing through a second source. The fair values for investment securities, which consist of equity securities that are recorded at fair value to comply with exit pricing, are determined by quoted market prices in active markets, if available (Level 1). The equity securities change in fair value is recorded in the income statement. For securities where quoted prices are not available, fair values are calculated based on quoted prices for similar assets in active markets, quoted prices for similar assets in markets that are not active or inputs other than quoted prices, which provide a reasonable basis for fair value determination. Such inputs may include interest rates and yield curves, prepayment speeds, credit risks and default rates. The inputs used are principally derived from observable market data (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The fair values of Level 3 investment securities are determined by using unobservable inputs to measure fair value of assets for which there is little, if any, market activity at the measurement date, using reasonable inputs and assumptions based on the best information at the time, to the extent that inputs are available without undue cost and effort.

 

89

 

At December 31, 2025, the Company determined that no securities had a fair value less than amortized cost that was as a result of credit deterioration as outlined in ASU 2016-13.

 

Loans Held For Sale, at Fair Value

 

The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors (Level 2).

 

Mortgage Banking Derivatives

 

The fair value of mortgage banking derivatives are calculated using derivative valuation models that utilize quoted prices for similar assets adjusted for the specific attributes of the commitments and other observable market data at the valuation date (Level 2).

 

Loan Servicing Rights

 

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount at the end of each quarter. If the carrying amount of an individual tranche exceeds the fair value then an impairment is recorded on that tranche so that the servicing asset is carried at fair value. The calculation of the fair value is performed by an independent third party and the model uses factors such as the interest rate, prepayment speeds and other default rate assumptions that market participants would use in estimating the future net servicing income that can be validated against available market data (Level 2).

 

Interest Rate Swaps

 

The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company enters into a reciprocal swap agreement with a third party that offsets the interest rate risk from the interest rate extended to the customer. The fair value of these interest rate swap derivative instruments is calculated by an independent third party and are based upon valuation models that use observable market data as of the measurement date. (Level 2).

 

The Company also entered into a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the company’s state and political subdivision municipal bond portfolio. The Company uses an independent third party to perform a market valuation analysis for this derivative (Level 2).

 

Collateral Dependent Loans

 

Fair value estimates of collateral dependent loans that are individually reviewed are based on the fair value of the collateral, less estimated costs to sell. Loans carried at fair value generally received individual allocations of the allowance for credit losses in 2025 and 2024. For collateral dependent loans, fair value is commonly based on recent real estate appraisals or in quoted sales price in certain instances. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Adjustments to a quoted price are routinely made to factor in data that affect the marketability of the collateral. Such adjustments, in both instances, are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. These loans are evaluated on a quarterly basis and adjusted accordingly.

 

90

 

Other Real Estate Owned

 

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair values are commonly based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

 

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified general appraisers (for commercial and commercial real estate properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Appraisal Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what adjustments should be made to appraisals to arrive at fair value.

 

Assets measured at fair value on a recurring basis are summarized below:

 

  

Fair Value Measurements at December 31, 2025 Using:

 
      

Quoted Prices

         
      

in Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
      

Identical

  

Observable

  

Unobservable

 
  

Carrying

  

Assets

  

Inputs

  

Inputs

 
  

Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Financial Assets

                

Investment securities available-for sale

                

U.S. Treasury and U.S. government sponsored entities

 $95,295  $0  $95,295  $0 

State and political subdivisions

  503,697   0   503,697   0 

Corporate bonds

  13,045   0   11,827   1,218 

Mortgage-backed securities

  547,134   0   547,134   0 

Collateralized mortgage obligations

  182,216   0   182,216   0 

Small Business Administration

  2,070   0   2,070   0 

Total investment securities

 $1,343,457  $0  $1,342,239  $1,218 

Equity securities

 $370  $370  $0  $0 

Loans held for sale

  1,516   0   1,516   0 

Interest rate swaps

  911   0   911   0 

Interest rate lock commitments

  71   0   71   0 

Financial Liabilities

                

Interest rate swaps

 $911  $0  $911  $0 

Forward sales contracts

  15   0   15   0 

Fair value hedge derivative

  529   0   529   0 

 

91

 
  

Fair Value Measurements at December 31, 2024 Using:

 
      

Quoted Prices

         
      

in Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
      

Identical

  

Observable

  

Unobservable

 
  

Carrying

  

Assets

  

Inputs

  

Inputs

 
  

Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Financial Assets

                

Investment securities available-for sale

                

U.S. Treasury and U.S. government sponsored entities

 $115,107  $0  $115,107  $0 

State and political subdivisions

  504,880   0   504,880   0 

Corporate bonds

  17,448   0   16,039   1,409 

Mortgage-backed securities

  492,867   0   492,867   0 

Collateralized mortgage obligations

  133,776   0   133,776   0 

Small Business Administration

  2,475   0   2,475   0 

Total investment securities

 $1,266,553  $0  $1,265,144  $1,409 

Equity securities

 $277  $277  $0  $0 

Loans held for sale

  5,005   0   5,005   0 

Interest rate swaps

  3,766   0   3,766   0 

Interest rate lock commitments

  19   0   19   0 

Forward sales contracts

  17   0   17   0 

Financial Liabilities

                

Interest rate swaps

 $3,766  $0  $3,766  $0 

Fair value hedge derivative

  168   0   168   0 

 

There were no significant transfers between Level 1 and Level 2 during 2025 or 2024.

 

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31:

 

  

Investment Securities Available-for-sale (Level 3)

 
  

2025

  

2024

  

2023

 

Beginning Balance

 $1,409  $1,340  $1 

Transfers between levels

  250   0   0 

Acquired and/or purchased

  0   0   1,600 

Discount accretion (premium amortization)

  53   54   48 

Repayments, calls and maturities

  (430)  15   (401)

Changes to unrealized gains (losses)

  (64)  0   92 

Ending Balance

 $1,218  $1,409  $1,340 

 

Assets Measured on a Non-Recurring Basis

 

Assets measured at fair value on a non-recurring basis are summarized below:

 

  

Fair Value Measurements

 
  

at December 31, 2025 Using:

 
      

Quoted Prices

         
      

in Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
      

Identical

  

Observable

  

Unobservable

 
  

Carrying

  

Assets

  

Inputs

  

Inputs

 
  

Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Financial Assets

                

Individually Evaluated loans

                

Commercial real estate

                

Non-Owner occupied

 $7,626  $0  $0  $7,626 

Farmland

  1,558         1,558 

Commercial and industrial

  2,137   0   0   2,137 

Residential real estate

                

1-4 family residential

  295   0   0   295 

Home equity lines of credit

  302   0   0   302 

Mortgage servicing rights

  988   0   988   0 

 

92

 
  

Fair Value Measurements

 
  

at December 31, 2024 Using:

 
      

Quoted Prices

         
      

in Active

  

Significant

     
      

Markets for

  

Other

  

Significant

 
      

Identical

  

Observable

  

Unobservable

 
  

Carrying

  

Assets

  

Inputs

  

Inputs

 
  

Value

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

Financial Assets

                

Individually Evaluated loans

                

Commercial real estate

                

Non-Owner occupied

 $7,286  $0  $0  $7,286 

Commercial and industrial

  2,418   0   0   2,418 

1–4 family residential

  1,132   0   0   1,132 

Mortgage servicing rights

  403   0   403   0 

 

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at year ended 2025 and 2024:

 

     

Valuation

 

Unobservable

 

Range

December 31, 2025

 

Fair value

 

Technique(s)

 

Input(s)

 

Weighted Average

Individually Evaluated

          

Commercial real estate

 $9,184 

Income approach

 

Adjustment for difference between cap rates of comparable sales

  (57.94%) - 41.77% 15.31%

Commercial

  2,137 

Quoted price for collateral

 

Offer price

  9.14%

Residential

  597 

Sales comparison

 

Adjustment for differences between comparable sales

  (11.58%) - 14.18% (6.26%)

 

     

Valuation

 

Unobservable

 

Range

December 31, 2024

 

Fair value

 

Technique(s)

 

Input(s)

 

Weighted Average

Individually Evaluated

          

Commercial real estate

 $7,286 

Income approach

 

Adjustment for difference between cap rates of comparable sales

  (56.03%) - 69.02% (40.71%)

Commercial

  2,418 

Quoted price for collateral

 

Offer price

  6.67%

Residential

  1,132 

Sales comparison

 

Adjustment for differences between comparable sales

  (8.91%) - 6.22% (7.16%)

 

93

 

Fair Value of Financial Instruments

 

The carrying amounts and estimated fair values of financial instruments not previously presented, at December 31, 2025 and December 31, 2024 are as follows:

 

      

Fair Value Measurements at December 31, 2025 Using:

 
  

Carrying

                 
  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Financial assets

                    

Cash and cash equivalents

 $92,357  $20,486  $71,871  $0  $92,357 

Regulatory stock

  29,531   n/a   n/a   n/a   n/a 

Loans, net

  3,267,902   0   0   3,190,808   3,190,808 

Financial liabilities

                    

Deposits

  4,342,778   3,576,017   768,246   0   4,344,263 

Short-term borrowings

  281,000   0   281,000   0   281,000 

Long-term borrowings

  86,733   0   80,998   0   80,998 

 

      

Fair Value Measurements at December 31, 2024 Using:

 
  

Carrying

                 
  

Amount

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Financial assets

                    

Cash and cash equivalents

 $85,738  $20,426  $65,312  $0  $85,738 

Regulatory stock

  30,669   n/a   n/a   n/a   n/a 

Loans, net

  3,232,483   0   0   3,082,292   3,082,292 

Financial liabilities

                    

Deposits

  4,266,779   3,429,116   835,967   0   4,265,083 

Short-term borrowings

  305,000   0   305,000   0   305,000 

Long-term borrowings

  86,150   0   78,721   0   78,721 

  

 

NOTE 8 PREMISES AND EQUIPMENT

 

Year-end premises and equipment owned and utilized in the operations of the Company were as follows:

 

  

2025

  

2024

 

Land

 $9,514  $9,514 

Buildings

  54,609   49,479 

Furniture, fixtures and equipment

  24,192   21,657 

Leasehold Improvements

  4,359   4,163 
   92,674   84,813 

Less accumulated depreciation

  (35,813)  (32,539)

Net book value

 $56,861  $52,274 

 

Depreciation expense was $3.3 million for year ended December 31, 2025, $3.1 million for the year ended December 31, 2024 and $3.4 million for the year ended December 31, 2023.

 

94

  
 

NOTE 9 LEASES

 

The Company has operating leases for branch office locations, vehicles and certain office equipment such as printers and copiers. The leases have remaining lease terms of up to 16.6 years, some of which include options to extend the lease for up to 15 years, while other leases have the option to terminate in May of 2026. 

 

The right of use asset and lease liability were $7.9 million and $8.2 million as of December 31, 2025, respectively, and $9.7 million and $9.9 million as of December 31, 2024, respectively. The right of use asset is included in other assets and the lease liability is included in other liabilities on the balance sheet.

 

Lease expense for the years ended December 31, 2025, 2024 and 2023 was $1.4 million, $1.4 million and $1.2 million, respectively. The weighted-average remaining lease term for all leases was 8.61 and 9.97 years as of December 31, 2025 and 2024. The weighted-average discount rate was 3.53% and 3.33% for all leases as of December 31, 2025 and 2024.

 

Maturities of lease liabilities are as follows as of December 31, 2025:

 

2026

 $1,380 

2027

  1,248 

2028

  1,190 

2029

  1,076 

2030

  922 

Thereafter

  3,869 

Total Payments

  9,685 

Less: Imputed Interest

  (1,462)

Total

 $8,223 

  

 

NOTE 10 GOODWILL AND INTANGIBLE ASSETS

 

Goodwill associated with the Company’s purchases of Crest in December 2024, Emlenton in January 2023 and other past acquisitions totaled $167.5 million at both  December 31, 2025 and  December 31, 2024. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value, which is determined through an impairment test. Management performs goodwill impairment testing on an annual basis as of September 30, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value. As of September 30, 2025, no events or changes in circumstances indicated that the fair value of the reporting unit was below its carrying value. The Company will continue to monitor its goodwill for possible impairment.

 

95

 

Acquired Intangible Assets

 

Acquired intangible assets were as follows:

 

  

2025

  

2024

 
  

Gross

      

Gross

     
  

Carrying

  

Accumulated

  

Carrying

  

Accumulated

 
  

Amount

  

Amortization

  

Amount

  

Amortization

 

Other intangible:

                

Customer relationship intangibles

 $7,975  $(7,253) $7,975  $(7,088)

Non-compete contracts

  457   (435)  457   (426)

Trade Name

  1,131   (494)  1,131   (468)

Core deposit intangible

  32,115   (15,645)  32,115   (12,946)

Total

 $41,678  $(23,827) $41,678  $(20,928)

 

Aggregate intangible amortization expense was $2.9 million for 2025, $2.9 million for 2024 and $3.4 million for 2023.

 

Estimated amortization expense for each of the next five years and thereafter:

 

2026

 $2,798 

2027

  2,684 

2028

  2,674 

2029

  2,665 

2030

  2,382 

Thereafter

  4,648 

Total

 $17,851 

  

 

NOTE 11 - DEPOSITS

 

Following is a summary of year-end deposits:

 

  

2025

  

2024

 

Noninterest-bearing demand

 $994,122  $965,507 

Interest-bearing demand

  1,377,520   1,366,255 

Money market

  795,631   682,558 

Savings

  408,743   414,796 

Brokered time deposits

  0   74,951 

Certificates of deposit

  766,762   762,712 

Total

 $4,342,778  $4,266,779 

 

Time deposits of $250,000 or more were $305.8 million and $290.3 million at year-end 2025 and 2024, respectively.

 

96

 

Following is a summary of scheduled maturities of brokered deposits and certificates of deposit during the years following December 31, 2025:

 

2026

 $720,109 

2027

  20,946 

2028

  13,449 

2029

  5,044 

2030

  4,887 

Thereafter

  2,327 

Total

 $766,762 

  

 

NOTE 12 SHORT-TERM BORROWINGS

 

The Bank had short-term advances from the Federal Home Loan Bank ("FHLB") of $281.0 million at December 31, 2025 and $305.0 million at December 31, 2024. The interest rate on these borrowings was 3.76% at December 31, 2025 and 4.45% at December 31, 2024. Both of these short-term borrowings were borrowed using the FHLB's short-term repurchase advance program, as this product allows the most flexibility to meet the Bank's varying liquidity needs. These FHLB advances are secured by pledged assets which are described in the following Long-Term Borrowings footnote.

 

The Bank has access to a line of credit for $25.0 million at a major domestic bank that is below prime rate. The line and terms are periodically reviewed by the lending bank and is generally subject to withdrawal at their discretion. There were no borrowings under this line at December 31, 2025 and 2024.

 

Farmers has one unsecured revolving line of credit for $5.0 million. This line can be renewed annually and has an interest rate of prime with a floor of 3.5%. There was no outstanding balance on this line at both December 31, 2025 and 2024.

  

 

NOTE 13 LONG-TERM BORROWINGS

 

There were no long-term advances from the FHLB at either December 31, 2025 or December 31, 2024.

 

Long-term and short-term FHLB advances are secured by a blanket pledge of residential mortgage, commercial real estate, and multi-family loans totaling $1.8 billion at December 31, 2025 and $1.7 billion at December 31, 2024. Based on this collateral, the Bank is eligible to borrow an additional $552.2 million at December 31, 2025.

 

In November 2021, the Company completed the issuance of $75.0 million aggregate principal amount, fixed-to-floating rate subordinated notes due December 15, 2031, in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended. The notes carry a fixed rate of 3.125% for five years at which time they will convert to a floating rate based on the three-month term secured overnight funding rate, plus a spread of 220 basis points. The net proceeds from the sale were approximately $73.8 million, after deducting the offering expenses. The Company’s intent was to use the proceeds from the sale for general corporate purposes, which may include, without limitation, providing capital to support its growth organically or through acquisitions, in financing investments, capital expenditures, repurchasing its common shares and for investments in the Bank as regulatory capital. The subordinated debentures are included in Total Capital under current regulatory guidelines and interpretations.

 

97

 

In August 2024, the Company bought back and retired $3 million of the outstanding subordinated notes. The Company may, at its option, beginning December 15, 2026, redeem additional portions of the notes, in whole or in part, from time to time, subject to certain conditions.

 

On November 1, 2021, the Company completed its acquisition of Cortland, which included the assumption of Floating Rate Junior Subordinated Debt Securities due in September 15, 2037 (the “junior subordinated debt securities”) at an acquisition-date fair value of $4.3 million, held in a wholly-owned statutory trust whose common securities were wholly-owned by Cortland. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The securities bear interest at a rate of 1.45% over the 3-month term Secured Overnight Financing Rate (“SOFR”) rate that includes an additional spread adjustment of 26 basis points. The rate at December 31, 2025 was 5.43% and at December 31, 2024 the rate was 6.07%.

 

On January 7, 2020, the Company completed its acquisition of Maple Leaf, which included the assumption of Floating Rate Junior Subordinated Debt Securities due December 15, 2036 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust whose common securities were wholly-owned by Maple Leaf. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The securities bear interest at a rate of 1.80% over the 3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at December 31, 2025 was 5.78% and at December 31, 2024 the rate was 6.42%.

 

In 2015, the Company completed its acquisition of National Bancshares Corporation, which included the assumption of Floating Rate Junior Subordinated Debt Securities due June 15, 2035 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust, TSEO Statutory Trust I. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The securities bear interest at a rate of 1.70% over the 3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at December 31, 2025 was 5.68% and at December 31, 2024 the rate was 6.32%.

 

In all three instances, the Company may redeem the junior subordinated debentures at any quarter-end, in whole, or in part, at par. This type of subordinated debenture qualifies as Tier 1 capital for regulatory purposes in determining and evaluating the Company’s capital adequacy.

 

A summary of all junior subordinated debentures issued by the Company to affiliates and subordinated debentures follows. For the junior subordinated debentures, these amounts represent the par value of the obligations owed to these affiliates, including the Company’s equity interest in the trusts along with any unamortized fair value marks. For the subordinated debentures, these amounts represent the par value less the remaining deferred offering expense associated with the issuance of the debentures. Balances were as follows at December 31, 2025 and 2024:

 

  

2025

  

2024

 
  

Amount

  

Amount

 

TSEO Statutory Trust I

 $2,619  $2,570 

Maple Leaf Financial Statutory Trust II

  8,187   7,964 

Cortland Statutory Trust I

  4,492   4,437 

Total junior subordinated debentures owed to unconsolidated subsidiary trusts

 $15,298  $14,971 

Subordinated debentures

  71,435   71,179 

Total long-term borrowings

 $86,733  $86,150 

 

98

  
 

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

 

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

 

The contractual amounts of financial instruments with off-balance-sheet risk at year-end were as follows:

 

  

2025

  

2024

 
  

Fixed Rate

  

Variable Rate

  

Fixed Rate

  

Variable Rate

 

Commitments and unused lines of credit

 $116,899  $638,358  $114,603  $622,379 

 

Commitments to make loans are generally made for periods of 30 days or less. Commitments and fixed rate unused lines of credit have interest rates ranging from 2.65% to 21.90% at both  December 31, 2025 and 2024. Commitments and fixed rate unused lines of credit have a maturity range of January 22, 2026 through May 1, 2057 as of December 31, 2025, and January 16, 2025 through May 5, 2056 as of December 31, 2024.

 

Standby letters of credit are considered financial guarantees. The standby letters of credit have a contractual value of $5.5 million at December 31, 2025 and $6.4 million at December 31, 2024. The carrying amount of these items is not material to the balance sheet.

 

Additionally, the Company has committed up to a $20.2 million subscription in SBIC investment funds. At December 31, 2025, the Company had invested $15.5 million in these funds.

  

 

NOTE 15 STOCK BASED COMPENSATION

 

In April of 2022, the Company, with the approval of shareholders, created the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan permits the award of up to one million shares to the Company’s directors and employees to attract and retain exceptional personnel, motivate performance and, most importantly, to help align the interests of the Company’s executives with those of the Company’s shareholders. There were 93,080 service time based share awards and 102,336 performance based share awards granted under the 2022 Plan during the year ended December 31, 2025, as shown in the table below. The actual number of performance based shares issued will depend on the relative performance of the Company’s average return on equity compared to a group of peer companies over a three year vesting period, ending December 31, 2027. As of December 31, 2025, 352,265 shares are still available to be awarded from the 2022 Plan. 

 

The restricted stock awards were granted with a fair value price equal to the market price of the Company’s common stock at the date of the grant. Expense recognized was $2.5 million for 2025 and $2.6 million for 2024 and 2023, respectively. As of December 31, 2025, there was $2.7 million of total unrecognized compensation expense related to the nonvested shares granted under the Plan. The remaining cost is expected to be recognized over 2.2 years.

 

The following is the activity under the Plan during 2025:

 

      

Weighted

  

Maximum

  

Weighted

 
  

Maximum

  

Average

  

Awarded

  

Average

 
  

Awarded

  

Grant Date

  

Performance

  

Grant Date

 
  

Service Units

  

Fair Value

  

Units

  

Fair Value

 

Beginning balance - non-vested shares

  231,430   14.35   222,920   14.57 

Granted

  93,080   13.82   102,336   14.38 

Vested

  (145,833)  14.02   (47,514)  14.06 

Forfeited

  (1,762)  12.44   (8,085)  12.44 

Ending balance - non-vested shares

  176,915  $13.77   269,657  $14.13 

 

99

 

The following is the activity under the Plan during 2024:

 

      

Weighted

  

Maximum

  

Weighted

 
  

Maximum

  

Average

  

Awarded

  

Average

 
  

Awarded

  

Grant Date

  

Performance

  

Grant Date

 
  

Service Units

  

Fair Value

  

Units

  

Fair Value

 

Beginning balance - non-vested shares

  253,776   14.97   209,484   15.01 

Granted

  87,925   13.28   99,253   13.81 

Vested

  (93,104)  12.79   (66,192)  13.79 

Forfeited

  (17,167)  16.01   (19,625)  15.05 

Ending balance - non-vested shares

  231,430  $14.35   222,920  $14.57 

 

The 193,347 shares that vested in 2025 had a weighted average fair value of $14.03 per share. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $2.7 million, $2.1 million and $969,000, respectively.

  

 

NOTE 16 REGULATORY MATTERS

 

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action by regulators that, if undertaken, could have a direct material effect on the financial statements. The net unrealized gain or loss on AFS securities is not included in computing of regulatory capital. Management believes that as of December 31, 2025, the Company and the Bank meet all capital adequacy requirements to which they are subject.

 

The FDIC and other federal banking regulators revised the risk-based capital requirements applicable to financial holding companies and insured depository institutions, including the Company and the Bank, to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision (“Basel III”).

 

The common equity tier 1 capital, tier 1 capital and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. The leverage ratio is calculated by dividing tier 1 capital by adjusted average total assets.

 

Basel III limits capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital, tier 1 capital and total capital to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements. The capital conservation buffer is 2.5% for the years of 2025 and 2024. The buffer requires an additional capital amount of $93.3 million at year-end 2025 and an additional $93.3 million at year-end 2024. Excluding the additional buffer, Basel III requires the Company and the Bank to maintain (i) a minimum ratio of common equity tier 1 capital to risk-weighted assets of at least 4.5%, (ii) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%, (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0% and (iv) a minimum leverage ratio of at least 4.0%.

 

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2025 and 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

 

100

 

Dividend Restrictions: The Company’s principal source of funds for dividend payments is dividends received from the Bank and Farmers Trust. The Bank and Farmers Trust are subject to the dividend restrictions set forth by the Comptroller of the Currency and Ohio Department of Commerce – Division of Financial Institutions, respectively. The respective regulatory agency must approve declaration of any dividends in excess of the sum of profits for the current year and retained net profits for the preceding two years. At the conclusion of 2025, the Bank could, without prior approval, declare dividends of approximately $102.9 million plus any 2025 net profits retained to the date of the dividend declaration. In order to practice trust powers, Farmers Trust must maintain minimum capital of $3 million. Farmers Trust would also be able to, without prior approval, declare dividends of $1.0 million plus any 2025 net profits retained to the date of the dividend declaration.

 

Actual and required capital amounts (not including the capital conservation buffer) and ratios are presented below at year-end (dollar amounts in thousands):

 

  

Actual

  

Requirement For Capital Adequacy Purposes:

  

To be Well Capitalized Under Prompt Corrective Action Provisions:

 
  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

2025

                        

Common equity tier 1 capital ratio

                        

Consolidated

 $448,549   12.02% $167,878   4.5%  N/A   N/A 

Bank

  491,553   13.20%  167,539   4.5%  242,000   6.5%

Total risk based capital ratio

                        

Consolidated

  576,703   15.46% $298,450   8.0%  N/A   N/A 

Bank

  529,707   14.23%  297,846   8.0%  372,308   10.0%

Tier I risk based capital ratio

                        

Consolidated

  466,549   12.51% $223,838   6.0%  N/A   N/A 

Bank

  491,553   13.20%  223,385   6.0%  297,846   8.0%

Tier I leverage ratio

                        

Consolidated

  466,549   8.92% $209,204   4.0%  N/A   N/A 

Bank

  491,553   9.42%  208,676   4.0%  260,845   5.0%
                         

2024

                        

Common equity tier 1 capital ratio

                        

Consolidated

 $415,825   11.14% $167,991   4.5%  N/A   N/A 

Bank

  442,747   11.88%  167,712   4.5%  242,251   6.5%

Total risk based capital ratio

                        

Consolidated

  543,250   14.55%  298,651   8.0%  N/A   N/A 

Bank

  480,173   12.88%  298,155   8.0%  372,694   10.0%

Tier I risk based capital ratio

                        

Consolidated

  433,825   11.62%  223,988   6.0%  N/A   N/A 

Bank

  442,747   11.88%  223,616   6.0%  298,155   8.0%

Tier I leverage ratio

                        

Consolidated

  433,825   8.36%  207,544   4.0%  N/A   N/A 

Bank

  442,747   8.55%  207,066   4.0%  258,832   5.0%

 

101

  
 

NOTE 17 EMPLOYEE BENEFIT PLANS

 

The Company has a qualified 401(k) deferred compensation Retirement Savings Plan (the “Savings Plan”). All employees of the Company who have completed at least 90 days of service and meet certain other eligibility requirements are eligible to participate in the Savings Plan. Under the terms of the Savings Plan, employees may voluntarily defer a portion of their annual compensation pursuant to section 401(k) of the Internal Revenue Code. The Company matches 50% of the participants’ voluntary contributions up to 6% of gross wages. In addition, at the discretion of the Board of Directors, the Company may make an additional profit sharing contribution to the Savings Plan. Total expense was $1.2 million, $1.1 million and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

 

The Company has a profit sharing plan to provide associates not participating in a current incentive plan a vehicle for sharing in the success of the Company outside of existing wages and non-monetary benefits. The expense for the profit sharing program was $532,000 for the year ended December 31, 2025, $252,000 for the year ended December 31, 2024 and $0 for the year ended December 31, 2023.

 

The Company maintains a deferred compensation plan for certain retirees. Expense under the plan was $17,000 for the year ended December 31, 2025. The expense was $4,000 and $5,000 for the years ended December 31, 2024 and 2023, respectively. The liability under the deferred compensation plan at December 31, 2025 was $45,000 and $59,000 at  December 31, 2024

 

The Company has a nonqualified deferred compensation plan for a select group of management or highly compensated, eligible individuals. Under the terms of the plan, eligible individuals may elect to defer receipt of their compensation to a later taxable year. The Company has recorded both an asset and liability of equal amount that represents the amount of contributions and the payable due to the participants in the plan. The recorded asset and liability was $4.9 million and $4.2 million for the years ended December 31, 2025 and 2024, respectively.

 

As part of the NBOH acquisition the Company has a director retirement and death benefit plan for the benefit of prior members of the Board of Directors of NBOH. The plan is designed to provide an annual retirement benefit to be paid to each director upon retirement from the Board and attaining age 70. There are no additional benefits or participants being added to the plan and the liability recorded at December 31, 2025 and 2024 was $728,000 and $742,000, respectively. The benefit payment upon satisfying the plan’s requirements is a benefit to the qualifying director until death or a maximum of 15 years. An expense under the plan of $60,000, $60,000 and $36,000 was recorded in 2025 ,2024, and 2023

 

As part of the Cortland acquisition, the Company has supplemental retirement benefit plans for the benefit of certain officers and non-officer directors. The plan for officers is designed to provide post-retirement benefits to supplement other sources of retirement income such as social security and 401(k) benefits. The benefits will be paid for a period of 15 years after retirement. Director Retirement Agreements provide for a benefit of $10,000 annually on, or after, the director reaches normal retirement age, which is based on a combination of age and years of service. Director retirement benefits are paid over a period of 10 years following retirement. The Company accrued the cost of these post-retirement benefits during the working careers of the officers and directors. At December 31, 2025, the accumulated liability for these benefits totaled $840,000, with $765,000 accrued for the officers’ plan and $75,000 for the directors’ plan. At December 31, 2024, the accumulated liability for these benefits totaled $972,000, with $818,000 accrued for the officers’ plan and $154,000 for the directors’ plan. Expense recognized for these plans was $34,000 in 2025, $36,000 in 2024 and $37,000 in 2023. Benefits expected to be paid in 2026 are $81,000.

 

To fund the above obligations, the Company has insurance contracts on the lives of the participants and directors in the supplemental retirement benefit plans with the Company as the beneficiary. In the case of directors and a small group of employee participants, postretirement split dollar life insurance coverage was accrued for during the service years. The liability at December 31, 2025 and 2024 was $210,000 and $222,000, respectively. The benefit recorded was $11,000 in 2025, $9,000 in 2024 and $7,000 in 2023.

 

102

 

As part of the Emclaire acquisition, the Company maintains a SERP to provide certain additional retirement benefits to participating officers. The SERP is subject to certain vesting provisions and provides that the officers shall receive a supplemental retirement benefit if the officer’s employment is terminated after reaching the normal retirement age of 65, with benefits also payable upon death, disability, a change of control or a termination of employment prior to normal retirement age. At December 31, 2025, the accumulated liability for these plans totaled $761,000 and at December 31, 2024, the accumulated liability for these plans totaled $807,000. Expenses recognized for these plans was $15,000 and $23,000 in 2025 and 2024, respectively. Benefits expected to be paid in 2026 are $62,000.

  

 

NOTE 18 INCOME TAXES

 

The provision for federal and state income taxes from continuing operations included in the accompanying consolidated statement of income consist of the following (in thousands):

  

2025

 

Current expense

    

Federal

 $8,571 

State

  12 

Foreign

  0 

Deferred expense (benefit)

    

Federal

  1,867 

State

  10 

Foreign

  0 

Totals

 $10,460 

 

Disclosure of income tax expense into components of federal, state and foreign taxes is presented as a result of the adoption of ASU 2023-09 beginning with the year ended December 31, 2025, on a prospective basis. 

 

The provision for income taxes (credit) consists of the following (in thousands):

  

2024

  

2023

 
         

Current expense

 $7,089  $9,230 

Deferred expense (benefit)

  2,389   (464)

Totals

 $9,478  $8,766 

 

Effective tax rates differ from the federal statutory rate of 21%, applied to income before income taxes, due to the following (dollar amounts in thousands): 

  

2025

 
  

Amount

   %

Provision for income taxes at U.S. federal statutory rate

 $13,660   21.00%

State and local income taxes, net of federal benefit*

  17   0.03%

Tax credits

        

Low income housing tax credit partnerships, net of amortization

  (846)  (1.30%)

Solar investment tax credit partnerships, net of amortization

  (558)  (0.86%)

Other tax credits

  (14)  (0.02%)

Nontaxable or nondeductible items

        

Effect of nontaxable interest

  (1,848)  (2.84%)

Bank owned life insurance, net

  (711)  (1.09%)

Other nontaxable or nondeductible

  487   0.75%

Other

  273   0.41%

Effective tax rate

 $10,460   16.08%

 

*State taxes in West Virginia made up the majority (greater than 50%) of the tax effect in this category.  

 

The tax credits section for the year ended December 31, 2025 includes investments related to investment tax credits for solar panels that originated during the current year via ownership in a partnership investment.  In addition, there are low-income housing tax credits earned during the 2025 year.  The tax credit investments for the years ended December 31, 2024 and 2023 include primarily Federal low-income housing tax credits earned through investments in partnerships structures.  The amounts presented represent the benefits from the income/loss generated from the investment in the partnerships, the credits earned and allocated as a result of the investment in the partnerships, the proportional amortization recorded in accounting for the investments, and amounts that represent changes realized in the current period for prior period changes in allocations of those tax benefits. 


 

 

Effective tax rates differ from the federal statutory rate of 21% that were applied to income before income taxes due to the following (in thousands):

  

2024

  

2023

 

Statutory tax

 $11,640  $12,327 

Effect of nontaxable interest

  (1,771)  (2,040)

Bank owned life insurance, net

  (558)  (513)

Tax credit investments

  (565)  (366)

Effect of nontaxable insurance premiums

  0   (404)

Stock compensation

  28   41 

Other

  704   (279)

Actual tax

 $9,478  $8,766 

 

103

 

Deferred tax assets (liabilities) are comprised of the following (in thousands):

  

2025

  

2024

 

Deferred tax assets:

        

Allowance for credit losses

 $7,745  $7,548 

Net unrealized loss on securities available for sale

  38,171   51,267 

Net unrealized loss on swap derivative

  127   107 

Basis in investment securities

  6,413   6,551 

Purchase accounting adjustments

  1,770   2,797 

Deferred and accrued compensation

  2,599   2,310 

Nonaccrual loan interest income

  227   358 

Restricted stock

  761   856 

Lease liabilities

  1,945   2,340 

Other

  189   304 

Gross deferred tax assets

  59,947   74,438 

Deferred tax liabilities:

        

Depreciation and amortization

 $(1,975) $(1,738)

Mortgage servicing rights

  (601)  (651)

Prepaid expenses

  (44)  (45)

Lease right of use asset

  (1,884)  (2,281)

Basis in partnership investments

  (870)  (375)

Accretion of discount on securities

  (891)  (712)

Gross deferred tax liabilities

  (6,265)  (5,802)

Net deferred tax asset

 $53,682  $68,636 

 

No valuation allowance for deferred tax assets was recorded at December 31, 2025 and 2024. 

 

The Company is subject to U.S. federal income tax.  The Company is no longer subject to examination by the federal taxing authority for years prior to 2022.  The tax years 2022 - 2024 remain open to examination by the U.S. taxing authority.  

 

The following table presents income taxes paid (net of refunds) for the year ended December 31, 2025 (in thousands): 

 

2025

Federal

$3,200

State and local

 22

Foreign

 0

Total

$3,222

 

 

104

  
 

NOTE 19 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table represents the changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 2025 and 2024.

 

      

Reclassification

         
  

Net unrealized

  

adjustment for

         
  

holding (losses)

  

(gains) losses

  

Change in

     
  

gains on

  

realized in

  

funded status of

     
  

available for

  

income on fair

  

post-retirement

     
  

sale securities

  

value hedge

  

plan

  

Total

 

December 31, 2025

                

Beginning balance

 $(192,860) $(403) $(2) $(193,265)

Other comprehensive income (loss) before reclassification

  47,448   0   0   47,448 

Amounts reclassified from accumulated other comprehensive income (loss)

  1,815   (73)  0   1,742 

Net current period other comprehensive income (loss)

  49,263   (73)  0   49,190 

Ending balance

 $(143,597) $(476) $(2) $(144,075)
                 
                 

December 31, 2024

                

Beginning balance

 $(171,539) $(1,013) $(2) $(172,554)

Other comprehensive income (loss) before reclassification

  (23,439)  0   0   (23,439)

Amounts reclassified from accumulated other comprehensive income (loss)

  2,118   610   0   2,728 

Net current period other comprehensive income (loss)

  (21,321)  610   0   (20,711)

Ending balance

 $(192,860) $(403) $(2) $(193,265)

 

Amounts reclassified out of each component of accumulated other comprehensive income (loss) were not material for the years ended December 31, 2025, 2024, and 2023.

  

 

NOTE 20 RELATED PARTY TRANSACTIONS

 

Loans to principal officers, directors, and their affiliates during 2025 and 2024 were as follows:

 

  

2025

  

2024

 

Beginning balance

 $33,450  $12,954 

New loans

  10,634   23,250 

Effects of changes in composition of related parties

  (24)  0 

Repayments

  (3,605)  (2,754)

Ending balance

 $40,455  $33,450 

 

Deposits from principal officers, directors, and their affiliates at year-end 2025 and 2024 were $12.9 million and $13.6 million.

 

105

  
 

NOTE 21 EARNINGS PER SHARE

 

The factors used in the earnings per share computation follow:

 

  

2025

  

2024

  

2023

 

Basic EPS

            

Net income

 $54,586  $45,949  $49,932 

Weighted average shares outstanding

  37,441,972   37,327,848   37,384,122 

Basic earnings per share

 $1.46  $1.23  $1.34 

Diluted EPS

            

Net income

 $54,586  $45,949  $49,932 

Weighted average shares for basic earnings per share

  37,441,972   37,327,848   37,384,122 

Average unvested restricted stock awards

  191,300   184,037   114,147 

Weighted average shares for diluted earnings per share

  37,633,272   37,511,885   37,498,269 

Diluted earnings per share

 $1.45  $1.22  $1.33 

 

There were 131,624, 41,884 and 194,599 restricted stock awards that were considered anti-dilutive at year-end 2025, 2024 and 2023, respectively.

  

 

NOTE 22 DERIVATIVE FINANCIAL INSTRUMENTS

 

Interest Rate Swaps

 

The Company maintains an interest rate protection program for commercial loan customers. Under this program, the Company provides a variable rate loan while creating a fixed rate loan for the customer by the customer entering into an interest rate swap with terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. The Company had interest rate swaps associated with commercial loans with a notional value of $88.7 million and fair value of $911,000 in other assets and $911,000 in other liabilities at December 31, 2025. At December 31, 2024 the Company had interest rate swaps associated with commercial loans with a notional value of $65.7 million and fair value of $3.8 million in other assets and $3.8 million in other liabilities. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820.

 

There were no net gains or losses for interest rate swaps for the years ended December 31, 2025 and 2024.

 

106

 

Interest Rate Swap Designated as a Fair Value Hedge

 

The Company has one interest rate swap with a notional amount of $100.0 million that was in place for both of the years ended December 31, 2025 and 2024. This swap is designated as a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the company’s state and political subdivision municipal bond portfolio. The gross aggregate fair value of the swap at December 31, 2025 was ($529,000) and is recorded as a $451,000 mark to market adjustment in other liabilities, and $78,000 recorded to other liabilities for the accrued interest payable in the Consolidated Balance Sheets. At December 31, 2024, the gross aggregate fair value of the swap of ($168,000) was recorded as a $418,000 mark to market adjustment in other liabilities, and $250,000 recorded to other assets for the accrued interest receivable. The Company expects the hedge to remain in effect for the remaining term of the swap, which matures August 2026. A summary of the interest rate swap designated as a fair value hedge is presented below:

 

  

December 31, 2025

  

December 31, 2024

 

Notional amount fair value hedge

 $100,000  $100,000 

Fixed pay rates

  4.35%  4.35%

Variable SOFR receive rates

  3.87%  4.49%

Remaining maturity (in years)

  0.6   1.6 

Fair value

 $(529) $(168)

 

Mortgage Banking Derivatives

 

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third-party investors are considered derivatives. The Company enters into forward commitments for the future delivery of residential mortgage loans when the interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships.

 

 

The net gains (losses) relating to non-designated derivative instruments used for risk management are included in Net Gains on Sale of Loans on the Consolidated Statements of Income and are summarized below for the years ended December 31:

 

  

2025

  

2024

  

2023

 

Forward sales contracts

 $(33) $31  $(45)

Interest rate lock commitments

  51   (89)  87 

 

The following table reflects the amount and fair value of mortgage banking derivatives included in the Consolidated Balance Sheets as on December 31:

 

  

2025

  

2024

 
  

Notional

  

Fair

  

Notional

  

Fair

 
  

Amount

  

Value

  

Amount

  

Value

 

Included in other assets:

                

Forward sales contracts

 $0  $0  $6,500  $17 

Interest rate lock commitments

  6,337   71   4,896   19 

Total included in other assets

 $6,337  $71  $11,396  $36 
                 

Included in other liabilities:

                

Forward sales contracts

 $5,000  $(15) $0  $0 

 

107

  
 

NOTE 23 SEGMENT INFORMATION

 

The Company's reportable segments are determined by the Chief Financial Officer, who is the designated chief operating decision maker, based upon information provided about the Company's products and services offered, primarily distinguished between the banking and trust operations. The segments are also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance of each segment to evaluate compensation of certain employees. Segment pretax profit is used to assess the performance of the banking segment by monitoring the net interest margin and non-interest expenses. Segment pretax profit is also used to assess the performance of the trust segment by monitoring trust service fees, retirement plan consulting fees and non-interest expenses. Loans and investments provide the significant revenues in the banking operation, while trust service fees and retirement plan consulting fees provide the significant revenues in trust operations. Interest expense, provisions for credit losses and payroll provide the significant expenses in the banking operation, while payroll provides the significant expense in the trust segment. All operations are domestic.

 

Accounting policies for segments are the same as those described in Note 1. Income taxes are calculated on operating income. Transactions among segments are made at fair value.

 

Significant segment totals are reconciled to the financial statements as follows:

 

  

Trust

  

Bank

  

Consolidated Segment

 

December 31, 2025

 

Segment

  

Segment

  

Totals

 

Total assets for reportable segments

 $17,000  $5,230,175  $5,247,175 

Eliminations and other

          (1,305)

Total consolidated assets

         $5,245,870 

 

  

Trust

  

Bank

  

Consolidated Segment

 

December 31, 2024

 

Segment

  

Segment

  

Totals

 

Total assets for reportable segments

 $17,204  $5,104,012  $5,121,216 

Eliminations and other

          (2,292)

Total consolidated assets

         $5,118,924 

 

108

 
  

Trust

  

Bank

  

Consolidated Segment

 

For year ended 2025

 

Segment

  

Segment

  

Totals

 

Interest income - loans including fees

 $0  $191,003  $191,003 

Interest income - investments

  0   38,937   38,937 

Trust fees

  11,061   0   11,061 

Retirement plan consulting fees

  3,650   0   3,650 

Total consolidated segment revenues

  14,711   229,940   244,651 

Reconciliation of revenue

            

Other revenues

          35,271 

Total consolidated revenues

         $279,922 
             

Interest expense - deposits

  0   79,778   79,778 

Interest expense - borrowings

  0   11,570   11,570 

Provision for credit losses and unfunded loans

  0   7,069   7,069 

Payroll expenses

  5,956   56,240   62,196 

Total consolidated segment expenses

  5,956   154,657   160,613 
             

Segment profit

  8,755   75,283   84,038 

Reconciliation of expenses

            

Other expenses *

          54,263 

Total consolidated expenses

         $214,876 
             

Total consolidated income before taxes

         $65,046 

Other segment disclosures

            

Occupancy and equipment

 $580  $16,457  $17,037 

Intangible amortization

 $91  $2,808  $2,899 

 

109

 
  

Trust

  

Bank

  

Consolidated Segment

 

For year ended 2024

 

Segment

  

Segment

  

Totals

 

Interest income - loans including fees

 $0  $185,710  $185,710 

Interest income - investments

  0   36,675   36,675 

Trust fees

  10,099   0   10,099 

Retirement plan consulting fees

  2,637   0   2,637 

Total consolidated segment revenues

  12,736   222,385   235,121 

Reconciliation of revenue

            

Other revenues

          34,327 

Total consolidated revenues

         $269,448 
             

Interest expense - deposits

  0   81,169   81,169 

Interest expense - borrowings

  0   18,195   18,195 

Provision for credit losses and unfunded loans

  0   7,966   7,966 

Payroll expenses

  5,398   53,467   58,865 

Total consolidated segment expenses

  5,398   160,797   166,195 
             

Segment profit

  7,338   61,588   68,926 

Reconciliation of expenses

            

Other expenses *

          47,826 

Total consolidated expenses

         $214,021 
             

Total consolidated income before taxes

         $55,427 

Other segment disclosures

            

Occupancy and equipment

 $528  $15,020  $15,548 

Intangible amortization

 $48  $2,813  $2,861 

 

110

 
  

Trust

  

Bank

  

Consolidated Segment

 

For year ended 2023

 

Segment

  

Segment

  

Totals

 

Interest income - loans including fees

 $0  $171,808  $171,808 

Interest income - investments

  0   36,869   36,869 

Trust fees

  9,047   0   9,047 

Retirement plan consulting fees

  2,467   0   2,467 

Total consolidated segment revenues

  11,514   208,677   220,191 

Reconciliation of revenue

            

Other revenues

          35,005 

Total consolidated revenues

         $255,196 
             

Interest expense - deposits

  0   63,106   63,106 

Interest expense - borrowings

  0   12,443   12,443 

Provision for credit losses and unfunded loans

  0   9,153   9,153 

Payroll expenses

  4,950   52,351   57,301 

Total consolidated segment expenses

  4,950   137,053   142,003 
             

Segment profit

  6,564   71,624   78,188 

Reconciliation of expenses

            

Other expenses *

          54,495 

Total consolidated expenses

         $196,498 
             

Total consolidated income before taxes

         $58,698 

Other segment disclosures

            

Occupancy and equipment

 $434  $14,973  $15,407 

Intangible amortization

 $60  $3,374  $3,434 

 

* Includes occupancy expenses, FDIC insurance, state and local taxes, professional fees, merger costs, advertising, intangible amortization, core processing charges, charitable donations and other operating expenses.

 

Bank segment includes Farmers Insurance and Investment.

 

111

  
 

NOTE 24 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

 

Below is condensed financial information of Farmers National Banc Corp. (parent company only). This information should be read in conjunction with the consolidated financial statements and related notes.

 

December 31,

 

2025

  

2024

 

BALANCE SHEETS

        

Assets:

        

Cash

 $29,525  $46,011 

Investment in subsidiaries

        

Bank

  527,939   432,271 

Farmers Trust

  14,938   15,131 

Other investments

  1,163   306 

Total assets

 $573,565  $493,719 
         

Liabilities:

        

Other liabilities

 $1,107  $1,541 

Subordinated debt

  86,733   86,150 

Total liabilities

  87,840   87,691 

Total stockholders' equity

  485,725   406,028 

Total liabilities and stockholders' equity

 $573,565  $493,719 

 

STATEMENTS OF INCOME

            

Years ended December 31,

 

2025

  

2024

  

2023

 

Income:

            

Dividends from subsidiaries

            

Bank

 $10,000  $20,000  $20,000 

Farmers Trust

  6,000   3,000   4,000 

Gain on debt extinguishment

  0   444   0 

Interest and dividends on securities

  0   0   44 

Total Income

  16,000   23,444   24,044 

Interest on borrowings

  3,979   4,090   4,086 

Other expenses

  3,824   3,418   4,109 

Income before income tax benefit and undistributed subsidiary income

  8,197   15,936   15,849 

Income tax benefit

  1,499   1,475   1,624 

Equity in undistributed net income of subsidiaries (dividends in excess of net income)

            

Bank

  45,220   26,837   30,848 

Farmers Trust

  (330)  1,701   (320)

Captive

  0   0   1,931 

Net Income

 $54,586  $45,949  $49,932 
             

Comprehensive Income

 $103,776  $25,238  $87,868 

 

112

 

STATEMENTS OF CASH FLOWS

            

Years ended December 31,

 

2025

  

2024

  

2023

 

Cash flows from operating activities:

            

Net income

 $54,586  $45,949  $49,932 

Adjustments to reconcile net income to net cash from operating activities:

            

Dividends in excess of net income (Equity in undistributed net income of subsidiaries)

  (44,890)  (28,538)  (32,459)

(Gain) on debt extinguishment

  0   (444)  0 

Other

  (715)  (104)  5,481 

Net cash from operating activities

  8,981   16,863   22,954 
             

Cash flows from investing activities:

            

Net cash paid in business combinations

  0   0   (33,440)

Net cash from investing activities

  0   0   (33,440)
             

Cash flows from financing activities:

            

Repurchase of common shares

  0   0   (11,544)

Redemption of subordinated debentures

  0   (2,535)  0 

Cash dividends paid

  (25,467)  (25,388)  (25,396)

Net cash from financing activities

  (25,467)  (27,923)  (36,940)

Net change in cash and cash equivalents

  (16,486)  (11,060)  (47,426)
             

Beginning cash and cash equivalents

  46,011   57,071   104,497 

Ending cash and cash equivalents

 $29,525  $46,011  $57,071 

  

 

NOTE 25  TAX CREDIT INVESTMENTS

 

The Company invests in qualified affordable housing projects, as well as solar investment tax credits.

 

At December 31, 2025 and 2024, the balance of the investment for qualified affordable housing projects was $26.0 million and $22.0 million. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $13.2 million and $13.9 million at December 31, 2025 and 2024. The Company expects to fulfill these commitments during the year ending 2040.

 

During the years ended December 31, 2025 and 2024, the Company recognized amortization expense of $2.0 million and $1.9 million, respectively, which was included within income tax expense on the consolidated statements of income.

 

Additionally, during the years ended December 31, 2025 and 2024, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $2.5 million and $2.3 million, respectively. The qualified affordable housing investment credits are included in the net changes in other assets and liabilities in the cash flows from operating activities in the consolidated statements of cash flows. During the years ended December 31, 2025 and 2024, the Company did not incur impairment losses related to its investment in affordable housing tax credits.

 

In the first quarter of 2025, the Company began investing in solar investment tax credits and at December 31, 2025 the balance of the investment was $3.3 million. Total unfunded commitments related to the investments in solar investment tax credits totaled $1.7 million at December 31, 2025.  There were no investments in solar investment tax credits at December 31, 2024.

 

For the year ended December 31, 2025, the Company recognized amortization expense of $6.8 million from its investment in solar investment tax credits. This amortization expense was included within income tax expense on the consolidated statements of income. The Company did not have a similar investment in 2024.

 

Additionally, for the year ended December 31, 2025, the Company recognized tax credits and other benefits from its investment in solar investment tax credits of $7.5 million. The solar investment tax credits are included in the net changes in other assets and liabilities in the cash flows from operating activities in the consolidated statements of cash flows. During the year ended December 31, 2025, the Company did not incur impairment losses related to its investment in solar investment tax credits. The Company did not have a similar investment in 2024.

 

 

NOTE 26 – subsequent event

 

On March 2, 2026, the Company completed its previously announced merger with Middlefield Banc Corp., the holding company for The Middlefield Banking Company.  Refer to Note 2, Business Combinations, for more details on the merger. 

 

113

  
 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

 

Item 9A. Controls and Procedures.

 

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that the financial and nonfinancial information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, including this Annual Report on Form 10-K for the period ended December 31, 2025, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Management’s responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective internal controls over financial reporting that are designed to produce reliable financial statements in accordance with GAAP. As disclosed in the Report on Management’s Assessment of Internal Control Over Financial Reporting in the Company’s 2025 Annual Report to Shareholders, management assessed the Company’s system of internal control over financial reporting as of December 31, 2025, in relation to criteria for effective internal control over financial reporting as described in the 2013 “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission and found it to be effective.

 

Crowe LLP ("Crowe"), the Company’s registered public accounting firm (U.S. PCAOB Auditor Firm I.D.: 173), has audited the Company’s internal control over financial reporting as of December 31, 2025. The audit report by Crowe is located in Item 8 of this report.

 

There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a - 15(f) under the Exchange Act) that occurred during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation or material weaknesses in such internal controls requiring corrective actions.

 

 

Item 9B. Other Information.

 

During the year ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

  

 

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Not applicable.

 

114

 

 

PART III

 

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The information required by Item 401 of Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders to be held on April 16, 2026 (the “2026 Annual Meeting”) is incorporated herein by reference from the information to be included under the caption “Proposal 1 – Election of Directors” in Farmers’ definitive proxy statement relating to the 2026 Annual Meeting to be filed with the Commission (“2026 Proxy Statement”).

 

The information required by Item 401 of Regulation S-K concerning the executive officers of the Company is incorporated herein by reference from the disclosure included under the caption “Information About Our Executive Officers” at the end of “Item 1. Business” in Part I of this Annual Report on Form 10-K.

 

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

The information required by Item 405 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2026 Proxy Statement.

 

Code of Business Conduct and Ethics.

 

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that covers all employees, including its principal executive, financial and accounting officers, and is posted on the Company’s website www.farmersbankgroup.com. In the event of any amendment to, or waiver from, a provision of the Code of Ethics that applies to its principal executive, financial or accounting officers, the Company intends to disclose such amendment or waiver on its website. See Exhibit 14.1 for our Code of Ethics.

 

Procedures for Recommending Directors Nominees.

 

Information concerning the procedures by which shareholders may recommend nominees to Farmers’ Board of Directors is incorporated herein by reference from the information to be included under the caption “Director Nominations” in the 2026 Proxy Statement. These procedures have not materially changed from those described in Farmers’ definitive proxy materials for the 2025 Annual Meeting of Shareholders.

 

Audit Committee.

 

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Committees of the Board of Directors – Audit Committee” in the 2026 Proxy Statement.

 

Insider Trading

 

Our executive officers and directors are prohibited under our Insider Trading Policy from pledging our Common Shares, purchasing our Common Shares on margin, engaging in short sales, or engaging in any hedging transaction involving our Common Shares. See Exhibit 19.1 for our Insider Trading Policy.

 

 

Item 11. Executive Compensation.

 

The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the captions “Compensation Discussion and Analysis” and “Executive Compensation and Other Information” in the 2026 Proxy Statement.

 

The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Compensation Committee Interlocks and Insider Participation” in the 2026 Proxy Statement.

 

The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “The Compensation Committee Report” in the 2026 Proxy Statement.

 

115

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by Item 201(d) of Regulation S-K is incorporated herein by reference from the disclosure included under the caption “Equity Compensation Plan Information” in the 2026 Proxy Statement.

 

The information required by Item 403 of Regulation S-K is incorporated herein by reference from the disclosure included under the caption “Beneficial Ownership of Management and Certain Beneficial Owners” in the 2026 Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions and Director Independence.

 

The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “Certain Relationships and Related Transactions” in the 2026 Proxy Statement.

 

The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the caption “The Board of Directors — Independence” in the 2026 Proxy Statement.

 

Item 14. Principal Accountant Fees and Services.

 

The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the captions “Independent Registered Public Accounting Firm Fees” and “Pre-Approval of Fees” in the 2026 Proxy Statement.

 

 

PART IV

 

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.

 

Item 16. Form 10-K Summary.

 

None.

 

116

 

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).

 

117

 

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 (filed herewith). 

   

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 (filed herewith). 

   

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).

 

118

 

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 (filed herewith)
   

23.1

Consent of Independent Registered Public Accounting Firm (filed herewith).

   

24

Powers of Attorney of Directors and Executive Officers (filed herewith).

   

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) (filed herewith).

   

32.2

Certification pursuant to 18 U.S.C. Section 1350 of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (filed herewith).

   

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.

 

119

 

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 5, 2026

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Kevin J. Helmick

 

President, Chief Executive Officer and Director

March 5, 2026

Kevin J. Helmick

 

(Principal Executive Officer)

 

/s/ Troy Adair

 

Executive Vice President, Secretary and Chief Financial Officer

March 5, 2026

Troy Adair

 

(Principal Financial Officer)

 

/s/ Sherry Commons*

 

Chief Accounting Officer

March 5, 2026

Sherry Commons

 

(Principal Accounting Officer)

 

/s/ Gregory C. Bestic*

 

Director

March 5, 2026

Gregory C. Bestic

     

/s/ Carl D. Culp*

 

Director

March 5, 2026

Carl D. Culp

     

/s/ Kevin DeGeronimo*

  Director March 5, 2026

Kevin DeGeronimo

     

/s/ Neil J. Kaback*

 

Director

March 5, 2026

Neil J. Kaback

     

/s/ Ralph D. Macali*

 

Director

March 5, 2026

Ralph D. Macali

     

/s/ Frank J. Monaco*

 

Director

March 5, 2026

Frank J. Monaco

     

/s/ Terry A. Moore*

 

Director and Board Chair

March 5, 2026

Terry A. Moore

     

/s/ Edward W. Muransky*

 

Director

March 5, 2026

Edward W. Muransky

     

/s/ David Z. Paull*

 

Director

March 5, 2026

David Z. Paull

     

/s/ Gina A. Richardson*

 

Director

March 5, 2026

Gina A. Richardson

     

/s/ Richard B. Thompson*

 

Director

March 5, 2026

Richard B. Thompson

     

/s/ André Thornton*

 

Director

March 5, 2026

André Thornton

     

/s/ Nicholas D. Varischetti*

 

Director

March 5, 2026

Nicholas D. Varischetti

     
/s/ Michael Voinovich*   Director March 5, 2026
Michael Voinovich      

 

* The above-named directors and officers of the Registrant sign this Annual Report on Form 10-K by Kevin J. Helmick and Troy Adair, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors and officers, which Powers of Attorney are filed with this Annual Report on Form 10-K as exhibits, in the capacities indicated.

 

120

 

By

/s/ Kevin J. Helmick

 

Kevin J. Helmick

 

President, Chief Executive Officer and Director

 

(Principal Executive Officer)

   
 

/s/ Troy Adair

 

Troy Adair

 

Executive Vice President, Secretary and Chief Financial Officer

 

(Principal Financial Officer)

 

121

FAQ

What is Farmers National Banc Corp. (FMNB) core business structure?

Farmers National Banc Corp. operates as a financial holding company with two main segments: the Bank segment, led by The Farmers National Bank of Canfield, and the Trust segment, led by Farmers Trust Company. It provides commercial and retail banking, trust, retirement, insurance and wealth management services across Ohio and western Pennsylvania.

What are the key details of Farmers National Banc Corp.’s merger with Middlefield Banc Corp.?

Farmers completed an all-stock merger with Middlefield Banc Corp. on March 2, 2026. Each Middlefield common share was converted into 2.6 Farmers common shares, and Middlefield then merged into Farmers. Immediately afterward, Middlefield Banking Company merged into The Farmers National Bank of Canfield, with Farmers Bank as the surviving institution.

How many Farmers National Banc Corp. (FMNB) shares are outstanding and what is its market value?

Farmers had 37,672,309 common shares outstanding as of February 20, 2026. The estimated aggregate market value of common shares held by non‑affiliates was approximately $498.8 million as of June 30, 2025, based on the last reported NASDAQ sales price on that date.

What are the main credit risks identified by Farmers National Banc Corp. in its 2025 10-K?

Farmers highlights significant exposure to commercial and residential real estate loans, including development and construction credits, and indirect auto lending. It notes potential higher delinquencies, charge‑offs and repossessions, plus risks from commercial and industrial loans and reliance on internal underwriting and ongoing credit review processes.

What liquidity resources does Farmers National Banc Corp. report in its 2025 filing?

Farmers’ primary liquidity comes from core deposits, which were 93.0% of total deposits at December 31, 2025. Additional liquidity is available from Federal Home Loan Bank advances, capital markets funding, brokered certificates of deposit and $498.5 million of unencumbered investment securities as of the same date.

How many employees does Farmers National Banc Corp. have and what benefits are offered?

Farmers and its subsidiaries employed 706 full-time equivalent employees as of December 31, 2025. The company offers medical, dental, vision, life, disability, 401(k), Roth IRA, profit sharing, an employee stock purchase plan, paid time off, and emphasizes a safe workplace and whistleblower protections.

What regulatory capital and CECL considerations does Farmers National Banc Corp. describe?

Farmers explains Basel III capital requirements, including CET1, Tier 1, total capital ratios and leverage ratio minimums plus a 2.5% capital conservation buffer. It also details use of the CECL model, emphasizing management assumptions, economic conditions and regulatory examinations that can affect the allowance for credit losses.

Farmers National Banc Corp

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CANFIELD