COO equity awards and tax share withholding at Farmers (FMNB)

Rhea-AI Filing Summary

Farmers National Banc Corp Senior Executive Vice President and Chief Operating Officer Michael E. Matuszak reported equity compensation transactions in the company’s common stock. He acquired 3,379 shares through the vesting of performance shares that vested on the third anniversary of their grant date, based on the company’s return on equity. He also received a grant of 8,100 restricted shares at $13.6000 per share, with restrictions scheduled to lapse on the third anniversary of the grant date. In connection with these awards, 4,163 shares were disposed of at $13.6000 per share to cover tax liabilities through a tax-withholding share disposition.

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^*

Matuszak Michael E

(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/Chief Operating Officer

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)		8,100	A	$13.6	17,862	D
Farmers National Banc Corp	02/20/2026		F		4,163	D	$13.6	13,699	D
Farmers National Banc Corp	02/24/2026		A(2)		3,379	A	$0	17,078	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 Michael E. Matuszak	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.
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FAQ

What insider transactions did FMNB executive Michael E. Matuszak report?

Michael E. Matuszak reported receiving 3,379 vested performance shares and a grant of 8,100 restricted shares of Farmers National Banc Corp stock. He also had 4,163 shares withheld at $13.60 per share to satisfy tax obligations tied to these equity awards.

Were FMNB shares bought or sold on the open market in this Form 4?

The transactions reflect equity awards and tax withholding, not open-market trading. Matuszak received vested performance shares and a restricted stock grant, while 4,163 shares were disposed of at $13.60 per share solely to cover tax liabilities on these awards.

What are the terms of Michael Matuszak’s restricted stock grant at FMNB?

Matuszak received an 8,100-share restricted stock grant at $13.60 per share. According to the disclosure, the restrictions on this award are scheduled to lapse on the third anniversary of the grant date, assuming the stated conditions are satisfied during the vesting period.

How were performance shares for FMNB’s Michael Matuszak structured?

The 3,379 shares reported represent performance shares that vested on the third anniversary of their grant. Vesting was based on Farmers National Banc Corp’s return on equity, meaning the final number of shares awarded depended on the company’s achieved profitability performance metric.

Why were 4,163 FMNB shares disposed of in Michael Matuszak’s transactions?

The 4,163-share disposition at $13.60 per share was a tax-withholding transaction. Shares were surrendered to satisfy tax liabilities associated with the vesting and grant of equity awards, rather than an open-market sale initiated for portfolio or cash-raising purposes.