FMNB (FMNB) CFO reports equity awards and tax-share withholdings

Rhea-AI Filing Summary

Farmers National Banc Corp executive stock awards and tax withholding

SEVP/CFO Alan Troy Adair reported equity compensation transactions in Farmers National Banc Corp stock. On 2026-02-20, he acquired 8,917 shares in a restricted stock grant at $13.60 per share and 3,506 performance shares that vested on 2026-02-24, both recorded as awards rather than open‑market purchases. Also on 2026-02-20, 8,483 shares at $13.60 per share were disposed of to cover tax liabilities. After these transactions, he directly owned 22,719 shares.

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^*

Adair Alan Troy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP/CFO

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)		8,917	A	$13.6	31,202	D
Farmers National Banc Corp	02/20/2026		F		8,483	D	$13.6	22,719	D
Farmers National Banc Corp	02/24/2026		A(2)		3,506	A	$0	26,225	D

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 A Troy Adair	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did FMNB executive Alan Troy Adair report?

Alan Troy Adair reported equity compensation transactions in Farmers National Banc Corp stock. He received performance shares and restricted stock and had shares withheld to satisfy tax obligations, reflecting routine executive compensation rather than open-market buying or selling activity.

How many Farmers National Banc Corp (FMNB) shares did the CFO acquire?

Alan Troy Adair acquired 3,506 performance shares and 8,917 restricted shares. The performance shares vested based on the company’s return on equity, while the restricted shares are subject to time-based restrictions that lapse on the third anniversary of the grant date.

What does the tax-withholding disposition in the FMNB Form 4 mean?

The Form 4 shows a tax-withholding disposition of 8,483 shares at $13.60 per share. This indicates shares were surrendered to cover tax liabilities tied to the equity awards, not sold in the open market for discretionary portfolio reasons.

What is Alan Troy Adair’s FMNB share ownership after these transactions?

Following the reported Form 4 transactions, Alan Troy Adair directly owns 22,719 Farmers National Banc Corp shares. This figure reflects the net result of vested performance shares, newly granted restricted stock, and shares withheld to cover associated tax obligations.

How were the FMNB performance shares for the CFO determined?

The performance share award of 3,506 shares vested on the third anniversary of its grant date. Vesting was based on the company’s return on equity, aligning executive compensation with a key profitability and capital-efficiency performance metric over the award period.