Farmers National Banc Corp (NASDAQ: FMNB) extends record date window

Rhea-AI Filing Summary

Farmers National Banc Corp. reported that its board of directors approved an amendment to the company’s Amended Code of Regulations. The change increases the maximum time allowed between the shareholder record date and the shareholders’ meeting from 45 days to 60 days.

This governance update adjusts the scheduling window for shareholder meetings while leaving the record-date framework in place. The full text of the amended Regulations, reflecting this change, is included as an exhibit to the report.

FARMERS NATIONAL BANC CORP /OH/ false 0000709337 --12-31 0000709337 2025-12-11 2025-12-11

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): December 11, 2025

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

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

20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-05555
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2025, the Board of Directors of Farmers National Banc Corp. (the “Company”) approved an amendment to Article IV, Section 2(f), of the Company’s Amended Code of Regulations (the “Regulations”), to increase the maximum period between a record date and a meeting of the shareholders from 45 days to 60 days (the “Regulations Amendment”).

The Regulations, as amended, are filed with this Current Report on form 8-K as Exhibit 3.1 and are incorporated by reference herein. The foregoing summary of the Regulations Amendment is qualified in its entirety by reference to the full text of the Regulations, as amended by the Regulations Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amended Code of Regulations of Farmers National Banc Corp. (as amended December 11, 2025)
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: December 11, 2025

FAQ

What governance change did Farmers National Banc Corp (FMNB) disclose in this 8-K?

The company’s board approved an amendment to its Amended Code of Regulations to change the maximum time between the shareholder record date and the meeting from 45 days to 60 days.

How did Farmers National Banc Corp (FMNB) change the timing between record date and shareholder meeting?

The amendment to Article IV, Section 2(f) of the Regulations now permits up to 60 days between the record date and the shareholders’ meeting, replacing the prior 45-day limit.

When did Farmers National Banc Corp’s board approve the Regulations amendment?

The board of Farmers National Banc Corp. approved the Regulations Amendment on December 11, 2025.

Where can investors see the full amended Code of Regulations for FMNB?

The Amended Code of Regulations, reflecting the change approved on December 11, 2025, is filed as Exhibit 3.1 and incorporated by reference.

Does this FMNB filing include any financial results or major transactions?

This report focuses on a corporate governance change to the Code of Regulations and does not discuss financial results or major business transactions.

Who signed this Farmers National Banc Corp report?

The report was signed on behalf of Farmers National Banc Corp. by Kevin J. Helmick, President and Chief Executive Officer.