Farmers National (FMNB) CEO reports stock grants and tax share withholding

Rhea-AI Filing Summary

Farmers National Banc Corp President & CEO Kevin J. Helmick reported equity awards and related tax withholding transactions in company stock. On February 24, 2026, he acquired 8,842 shares through the vesting of performance shares that were tied to the company’s return on equity.

On February 20, 2026, he received a grant of 24,134 restricted shares at $13.60 per share, with restrictions scheduled to lapse on the third anniversary of the grant date. On the same date, 13,908 shares were disposed of at $13.60 per share to satisfy tax obligations by delivering shares. Following these transactions, he directly owned 160,636 shares, and also reported additional indirect holdings through a spouse, a 401(k) plan, and minor children.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Helmick Kevin J

(Last) (First) (Middle)

20 S BROAD STREET

P O BOX 555

(Street)

CANFIELD OH 44406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FARMERS NATIONAL BANC CORP /OH/ [ FMNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Farmers National Banc Corp	02/20/2026		A(1)		24,134	A	$13.6	165,702	D
Farmers National Banc Corp	02/20/2026		F		13,908	D	$13.6	151,794	D
Farmers National Banc Corp	02/24/2026		A(2)		8,842	A	$0	160,636	D
Farmers National Banc Corp								2,440	I	By Spouse
Farmers National Banc Corp								16,185	I	By 401k Plan
Farmers National Banc Corp								13,137	I	By minor child
Farmers National Banc Corp								13,137	I	By minor child
Farmers National Banc Corp								13,102	I	By minor child

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award represents the vesting of performance shares which vested on the third anniversary of their grant date based upon the Company's return on equity.

2. Award represents a grant of restricted stock which restrictions lapse on the third anniversary of the grant date.

	/s/ Annette Kushner, attorney in fact for Kevin J. Helmick	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did FMNB CEO Kevin J. Helmick report on this Form 4?

Kevin J. Helmick reported receiving equity awards and related tax share withholding. He acquired performance-based shares that vested and a restricted stock grant, while some shares were disposed of to cover tax obligations, all in Farmers National Banc Corp common stock.

How many FMNB shares did the CEO acquire through awards in this filing?

The CEO acquired 8,842 shares from performance shares vesting and 24,134 shares from a restricted stock grant. These transactions reflect equity compensation rather than open-market purchases, aligning his interests with shareholders through increased stock-based ownership in Farmers National Banc Corp.

Why were 13,908 FMNB shares disposed of at $13.60 per share?

The 13,908 shares were disposed of to satisfy tax liabilities by delivering shares, a common method for handling withholding on equity awards. This code F transaction is not an open-market sale, but an administrative step tied directly to the reported stock grants.

What are the terms of the FMNB restricted stock grant to the CEO?

The restricted stock grant of 24,134 shares was awarded at $13.60 per share, with restrictions scheduled to lapse on the third anniversary of the grant date. Until vesting, these shares remain subject to the grant’s stated restrictions and conditions.

How many FMNB shares does the CEO directly own after these transactions?

After the reported equity award and tax withholding transactions, Kevin J. Helmick directly owned 160,636 shares of Farmers National Banc Corp. He also reported additional indirect holdings through his spouse, a 401(k) plan, and minor children, recorded separately on the Form 4.

What indirect FMNB share holdings associated with the CEO are reported?

Indirect holdings include shares held by his spouse, in a 401(k) plan, and for minor children. These are reported as indirect ownership interests, reflecting shares tied to the CEO’s household and retirement arrangements rather than solely his direct personal account.