Farmers National (FMNB) secures all regulatory approvals for Middlefield Banc merger

Rhea-AI Filing Summary

Farmers National Banc Corp. reported that it has received all regulatory approvals necessary to complete its proposed merger with Middlefield Banc Corp. The transaction also includes merging The Middlefield Banking Company into The Farmers National Bank of Canfield, aligning both holding companies and their banking subsidiaries. The update was disclosed through a joint press release attached as an exhibit.

Positive

• All regulatory approvals obtained for Middlefield merger: Farmers National Banc Corp. has received every regulatory clearance necessary to complete its proposed merger with Middlefield Banc Corp. and the related bank subsidiary merger, removing a major condition to closing the transaction.

Negative

• None.

Insights

Bank M&A and Regulatory Approvals Analyst

Farmers obtained all regulatory approvals needed to complete its proposed Middlefield merger.

Farmers National Banc Corp. and Middlefield Banc Corp. jointly stated that all regulatory approvals required to complete their proposed merger have been received. The related merger of The Middlefield Banking Company into The Farmers National Bank of Canfield has also obtained the necessary clearances.

Receiving all required regulatory approvals is a key milestone in bank mergers because it removes supervisory hurdles to closing. The disclosure does not describe remaining closing steps or the financial terms of the merger, but it confirms regulators have signed off on the proposed structure.

The joint press release, dated February 5, 2026, is provided as an exhibit, indicating that further details on timing, integration steps, or expected benefits are contained there. Subsequent company communications and filings may outline when the merger will be completed and how the combined organization will be structured.

FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2026-02-05 2026-02-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2026

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio		001-35296		34-1371693
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-0555
(Address of principal executive offices)		(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On February 5, 2026, Farmers National Banc Corp. (the “Company”) issued a joint press release with Middlefield Banc Corp., an Ohio corporation and bank holding company (“Middlefield”), announcing that the Company has received all regulatory approvals necessary to complete the proposed merger of Middlefield with and into the Company, and the related merger of The Middlefield Banking Company, the banking subsidiary of Middlefield, with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated February 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Farmers National Banc Corp.
By:		/s/ Kevin J. Helmick
Kevin J. Helmick
President and Chief Executive Officer

Date: February 5, 2026

FAQ

What did Farmers National Banc Corp. (FMNB) announce in this 8-K filing?

Farmers National Banc Corp. announced it has received all regulatory approvals necessary to complete its proposed merger with Middlefield Banc Corp. The filing also notes approval for the related merger of their banking subsidiaries and includes a joint press release as an exhibit.

Which merger involving Farmers National Banc Corp. (FMNB) received regulatory approval?

Regulators approved the proposed merger of Middlefield Banc Corp. with and into Farmers National Banc Corp. They also approved merging The Middlefield Banking Company into The Farmers National Bank of Canfield, aligning the holding companies and banking subsidiaries under the Farmers structure once the merger is completed.

Does Farmers National Banc Corp. now have all approvals needed to complete the Middlefield merger?

Yes. Farmers National Banc Corp. stated it has received all regulatory approvals necessary to complete its proposed merger with Middlefield Banc Corp. This means supervisory agencies have signed off on the transaction’s structure, though completion still depends on satisfying any remaining non-regulatory conditions.

What bank subsidiaries are included in the Farmers–Middlefield merger plan?

The plan includes merging The Middlefield Banking Company, Middlefield Banc Corp.’s banking subsidiary, into The Farmers National Bank of Canfield, the national banking subsidiary of Farmers National Banc Corp. This will place both banks under a single subsidiary structure following completion of the holding company merger.

Where can investors find more detail on Farmers National Banc Corp.’s Middlefield merger update?

Additional detail is in a joint press release dated February 5, 2026, attached as Exhibit 99.1. That release should describe the regulatory approvals and may provide more information on next steps and transaction context beyond the brief summary in the 8-K item itself.