Farmers National (NASDAQ: FMNB) shareholders approve Middlefield merger and boost share authorization

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Farmers National Banc Corp. shareholders approved several key items at a special meeting related to its planned merger with Middlefield Banc Corp. Investors adopted the merger agreement under which Middlefield will merge into Farmers, with Farmers as the surviving company, and also approved issuing Farmers common shares required to complete the merger.

Shareholders further approved amending the Articles of Incorporation to increase authorized common shares from 50,000,000 to 75,000,000, which will take effect upon filing with the Ohio Secretary of State. Each proposal received strong support, with about 88% of eligible shares represented. Farmers and Middlefield jointly announced that both companies’ shareholders have approved the merger, which is expected to close during the first quarter of 2026.

Positive

Merger and share issuance approvals: Farmers National Banc Corp. shareholders approved the merger with Middlefield Banc Corp. and the related issuance of common shares, clearing major internal conditions to completing the combination.
Expanded authorized share capacity: Shareholders approved an amendment increasing authorized common shares from 50,000,000 to 75,000,000, giving the company more flexibility to support the merger and other potential corporate actions.

Negative

None.

Insights

Shareholders cleared key hurdles for Farmers–Middlefield bank merger.

Farmers National Banc Corp. secured shareholder approval for the merger agreement with Middlefield Banc Corp. and for issuing common shares under that merger. This removes a major internal condition to closing and confirms broad investor support for the transaction and its equity component.

Shareholders also approved increasing authorized common shares from 50,000,000 to 75,000,000, effective upon state filing. That change expands capacity to issue stock, including for the merger and potential future corporate purposes, while the actual impact will depend on how many shares are ultimately issued.

The companies state that shareholders of both Farmers and Middlefield have approved the merger, and they expect completion in the first quarter of 2026. Subsequent disclosures around closing, integration progress and combined financial performance will determine how the larger banking organization, with reported banking assets of $5.2 billion at December 31, 2025, evolves post‑merger.

02/10/2026 - 02:25 PM

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 10, 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 10, 2026, the Company held a special meeting of shareholders (the “2026 Special Meeting”). At the 2026 Special Meeting, the Company’s shareholders approved an amendment to Article IV of the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized common shares from 50,000,000 shares to 75,000,000 shares (the “Common Shares Amendment”). The Common Shares Amendment will be effective upon filing with the Secretary of State of the State of Ohio.

A copy of the Common Shares Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the Common Shares Amendment is qualified in its entirety by reference to the full text of the Articles, as amended by the Common Shares Amendment.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 10, 2026, the Company held the 2026 Special Meeting for the purposes of (collectively, the “Proposals”): (1) considering and voting upon a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated October 22, 2025, between the Company and Middlefield Banc Corp. (“Middlefield”), providing for, among other things, the merger of Middlefield with and into the Company, with the Company as the surviving entity (the “Merger”); (2) considering and voting upon a proposal to adopt and approve the Common Shares Amendment; (3) considering and voting upon a proposal to approve the issuance of Company common shares pursuant to the Merger Agreement in connection with the Merger (the “Share Issuance Proposal”); and (4) considering the adjournment of the 2026 Special Meeting, if necessary, in order to solicit additional proxies to adopt each of the Proposals (the “Adjournment Proposal”). As of the close of business on December 12, 2025, the record date for the 2026 Special Meeting, 37,653,183 common shares were outstanding and entitled to vote. At the 2026 Special Meeting, 33,226,481 or approximately 88.24%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 2,962,740 broker non-votes. The results of the voting at the 2026 Special Meeting are as follows:

Proposal 1: The Company’s shareholders approved the Merger Agreement:

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,575,729	2,430,628	257,384	2,962,740

Proposal 2: The Company’s shareholders approved the Common Shares Amendment:

Votes For	Votes Against	Abstentions	Broker Non-Votes
29,973,356	3,061,404	191,720	0

Proposal 3: The Company’s shareholders approved the Share Issuance Proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
27,452,908	2,649,302	161,531	2,962,740

Proposal 4: The Company’s shareholders approved the Adjournment Proposal:

Votes For	Votes Against	Abstentions	Broker Non-Votes
29,622,184	3,184,167	420,129	0

Each of the Proposals were approved by the required vote of the Company’s shareholders. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of each of the Proposals.

Item 7.01 Other Events.

On February 10, 2026, the Company issued a joint press release with Middlefield announcing the voting results of the 2026 Special Meeting. 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

3.1	Amendment to Articles of Incorporation of Farmers National Banc Corp.

99.1	Press Release dated February 10, 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 10, 2026

Exhibit 99.1

Farmers National Banc Corp. and Middlefield Banc Corp. Announce Shareholder Approvals for Merger

CANFIELD, Ohio & MIDDLEFIELD, Ohio – February 10, 2026 – Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield, and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company, jointly announced today that shareholders of Farmers and Middlefield each have approved the proposed merger of Middlefield with and into Farmers (the “Merger”). The Merger is expected to be completed during the first quarter of 2026.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets at December 31, 2025. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 62 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties in Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at December 31, 2025 are $4.7 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 based upon Farmers’ and Middlefield’s current expectations. . Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward- looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”

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 Farmers’ and Middlefield’s control. Numerous uncertainties, risks, and changes could cause or contribute to each of Farmers’ and Middlefield’s actual results, performance, and achievements to be materially diﬀerent from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these diﬀerences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because conditions to the transaction are not obtained or satisfied on a timely basis or at all; and other factors disclosed periodically in both Farmers’ and Middlefield’s filings with the Securities and Exchange Commission (the “SEC”) including each of Farmers’ and Middlefield’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 related to the Merger filed with the SEC. Such reports are available on the SEC’s website at www.sec.gov, on Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section, and on Middlefield’s website at www.middlefieldbank.bank.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, readers should not rely on any forward-looking statement as a prediction of future events. Any forward-looking statement speaks only as of the date on which it is made, and Farmers and Middlefield expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise.

Farmers Contact:

Amber Wallace

Executive Vice President, Chief Retail/Marketing Officer
330-720-6441
awallace@farmersbankgroup.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Farmers National Banc Corp. (FMNB) shareholders approve at the 2026 special meeting?

Farmers shareholders approved the merger agreement with Middlefield Banc Corp., an amendment increasing authorized common shares to 75,000,000, the issuance of common shares for the merger, and an adjournment proposal. Each proposal received the required vote at the February 10, 2026 special meeting.

How many Farmers National Banc Corp. (FMNB) shares were entitled to vote at the special meeting?

As of the December 12, 2025 record date, 37,653,183 common shares were outstanding and entitled to vote. At the special meeting, 33,226,481 shares, or approximately 88.24% of those eligible shares, were represented in person or by proxy.

How did Farmers National Banc Corp. (FMNB) shareholders vote on the merger with Middlefield?

For the merger agreement, 27,575,729 shares voted for, 2,430,628 against, and 257,384 abstained, with 2,962,740 broker non-votes. This vote approved the merger of Middlefield Banc Corp. with and into Farmers, with Farmers as the surviving entity.

What change did Farmers National Banc Corp. (FMNB) make to its authorized common shares?

Shareholders approved amending Article IV of the Articles of Incorporation to increase authorized common shares from 50,000,000 to 75,000,000. The amendment becomes effective upon filing with the Secretary of State of Ohio, expanding capacity for future share issuances.

When is the Farmers National Banc Corp. and Middlefield Banc Corp. merger expected to close?

Farmers and Middlefield jointly announced that, following shareholder approvals at both companies, the merger of Middlefield with and into Farmers is expected to be completed during the first quarter of 2026, subject to remaining conditions. Farmers will be the surviving entity in the transaction.

How large is Farmers National Banc Corp. (FMNB) based on the latest figures in this disclosure?

Farmers reported $5.2 billion in banking assets as of December 31, 2025, and total wealth management assets under care of $4.7 billion on the same date. It operates 62 banking locations across multiple counties in Ohio and Pennsylvania, plus trust and insurance subsidiaries.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EXHIBIT 99.1 PRESS RELEASE DATED FEBRUARY 10, 2026 9.1 KB

Farmers National (NASDAQ: FMNB) shareholders approve Middlefield merger and boost share authorization