Farmers National Banc (NASDAQ: FMNB) urges support for Middlefield merger

Rhea-AI Filing Summary

Farmers National Banc Corp. is updating investors on its planned merger with Middlefield Banc Corp. The company reports that it issued a January 13, 2026 press release reminding shareholders to vote “FOR” the proposed merger and related proposals at a Special Meeting scheduled for February 10, 2026. Under the Agreement and Plan of Merger, Middlefield will merge into Farmers, followed by a bank merger in which The Middlefield Banking Company will combine with The Farmers National Bank of Canfield.

The filing notes that a Registration Statement on Form S-4 containing a definitive joint proxy statement/prospectus was declared effective on December 15, 2025, and that these materials have been mailed to shareholders and are available on the SEC’s and the companies’ websites. It also includes customary forward-looking statement warnings, highlighting risks such as failure to obtain regulatory or shareholder approvals, challenges integrating Middlefield, and broader economic and industry uncertainties that could affect the combined organization’s performance.

FARMERS NATIONAL BANC CORP /OH/ false 0000709337 0000709337 2026-01-13 2026-01-13

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): January 13, 2026

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		44406-0555
(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.

As previously announced on October 22, 2025, Farmers National Banc Corp. (the “Company”) and Middlefield Banc Corp, an Ohio corporation (“Middlefield”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Middlefield will merge with and into Farmers (the “Merger”), with Farmers as the surviving entity in the Merger. Promptly following the consummation of the Merger, it is expected that The Middlefield Banking Company, the banking subsidiary of Middlefield (“Middlefield Bank”), will merge with and into The Farmers National Bank of Canfield, the national banking subsidiary of Farmers (“Farmers Bank”) (the “Bank Merger”). Farmers Bank will be the surviving bank in the Bank Merger (the “Surviving Bank”). Farmers will hold a Special Meeting of the Shareholders (the “Special Meeting”) on February 10, 2026, regarding the Merger and supporting proposals.

On January 13, 2026, the Company issued a press release reminding shareholders to vote “FOR” the Merger and supporting proposals ahead of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 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 is being furnished and 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 the filing.

Important Additional Information About the Merger.

In connection with the proposed Merger, the Company has filed relevant materials with the SEC, including a Registration Statement on Form S-4 that contains a definitive joint proxy statement/prospectus of the Company and Middlefield (the “joint proxy statement/ prospectus”). The Registration Statement was declared effective on December 15, 2025 and the Company has filed or may file other documents regarding the proposed Merger with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN AND THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MIDDLEFIELD, THE PROPOSED MERGER AND RELATED MATTERS THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER.

The joint proxy statement/prospectus has been mailed to Farmers’ shareholders. The joint proxy statement/prospectus and other documents filed by the Company with the SEC are available free of charge from the SEC’s website at www.sec.gov or through the Company’s website at www.farmersbankgroup.com or Middlefield’s website at www.middlefieldbank.bank. Before making any voting or investment decision, investors and shareholders of the Company are urged to read carefully the entire registration statement and definitive joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the proposed transaction. This communication does not constitute an offer to sell or the solicitation of

an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. This document is not a substitute for the joint proxy statement/prospectus or for any other document that the Company has filed or may file with the SEC in connection with the proposed Merger.

Participants in the Solicitation

The respective directors and executive officers of the Company and Middlefield and other persons may be deemed to be participants in the solicitation of proxies from the Company and Middlefield shareholders with respect to the Merger. Information regarding the directors of the Company is available in its proxy statement filed with the SEC on March 18, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the executive officers of the Company is available in its Form 10-K filed with the SEC on March 6, 2025. Information regarding the directors of Middlefield is available in its proxy statement filed with the SEC on April 4, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the directors and executive officers of Middlefield is available in its Form 10-K filed with the SEC on March 13, 2025. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus that is included in the Registration Statement and other relevant materials to be filed with the SEC.

Safe Harbor Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements about the Company’s financial condition, results of operations, asset quality trends and profitability. 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 the Company’s control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” 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 the Company’s control. Numerous uncertainties, risks, and changes could cause or contribute to the Company’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 required regulatory approvals, shareholder approval or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; the Company’s failure to integrate Middlefield and Middlefield Bank in accordance with expectations; deviations from performance expectations related to Middlefield and Middlefield

Bank; diversion of management’s attention on the proposed transaction; significant changes in economic conditions in markets where the Company conducts business, which could materially impact credit quality trends; significant changes in U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and effects of U.S. and foreign country tariff policies; 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; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in the Company’s filings with the SEC including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 related to the proposed Merger. Such reports are available on the SEC’s website at www.sec.gov and on the Company’s website at https://www.farmersbankgroup.com under the “Investor Relations” section.

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 the Company expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise. All forward-looking statements, expressed or implied, included in or made in connection with this report are expressly qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated January 13, 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: January 13, 2026

FAQ

What merger is Farmers National Banc Corp. (FMNB) pursuing with Middlefield Banc Corp.?

Farmers National Banc Corp. has entered into an Agreement and Plan of Merger under which Middlefield Banc Corp. will merge with and into Farmers, with Farmers as the surviving entity. Afterward, The Middlefield Banking Company is expected to merge into The Farmers National Bank of Canfield, which will remain the surviving bank.

When is the FMNB shareholder Special Meeting to vote on the Middlefield merger?

Farmers National Banc Corp. will hold a Special Meeting of shareholders on February 10, 2026 to vote on the proposed merger with Middlefield Banc Corp. and related supporting proposals.

What did Farmers National Banc Corp. (FMNB) announce on January 13, 2026?

On January 13, 2026, Farmers National Banc Corp. issued a press release reminding shareholders to vote “FOR” the proposed merger with Middlefield Banc Corp. and related proposals ahead of the February 10, 2026 Special Meeting.

What SEC registration statement covers the FMNB–Middlefield merger?

The proposed merger is covered by a Registration Statement on Form S-4 that includes a definitive joint proxy statement/prospectus for Farmers National Banc Corp. and Middlefield Banc Corp. This registration statement was declared effective on December 15, 2025.

Where can FMNB and Middlefield shareholders find the joint proxy statement/prospectus?

The joint proxy statement/prospectus and related documents are available free of charge on the SEC’s website at www.sec.gov, on Farmers National Banc Corp.’s website at www.farmersbankgroup.com, and on Middlefield’s website at www.middlefieldbank.bank.

What risks and uncertainties does FMNB highlight regarding the Middlefield merger?

Farmers National Banc Corp. notes that the merger may be delayed or may not close if regulatory or shareholder approvals or other conditions are not obtained or satisfied. It also cites risks that anticipated benefits may not be realized, potential integration challenges with Middlefield and Middlefield Bank, and broader economic, interest rate, competitive, and regulatory factors that could affect future results.