FARMERS NATIONAL BANC CORP /OH/ (FMNB) SEC Filings

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.

Farmers National Banc Corp executive Amber B. Wallace reported multiple share transactions in FMNB. She received 2,929 shares on 2026-02-24 as a grant at $0 per share and 5,839 shares on 2026-02-20, with related awards under the company’s share ownership and performance-based plans. On the same day, 2,782 shares were disposed of to cover tax obligations. She also made small open‑market purchases of 14 shares at $13.35 on 2026-01-02 and 15 shares at $13.02 on 2026-02-02, bringing direct holdings to 61,815 shares.

Farmers National Banc Corp executive equity awards and tax withholding are detailed for SEVP/Chief Wealth Management Officer Mark J. Wenick. He acquired 2,891 shares on February 24, 2026 from performance shares that vested based on the company’s return on equity, and 7,183 restricted shares on February 20, 2026 at $13.60 per share, with restrictions lapsing on the third anniversary of the grant date.

On February 20, 2026, 3,153 shares were disposed of at $13.60 per share to cover tax obligations through a tax-withholding disposition. After these transactions, Wenick directly owned 37,020 Farmers National Banc Corp shares.

Farmers National Banc Corp. shareholders approved several key items at a special meeting related to its planned merger with Middlefield Banc Corp. Investors adopted the merger agreement under which Middlefield will merge into Farmers, with Farmers as the surviving company, and also approved issuing Farmers common shares required to complete the merger.

Shareholders further approved amending the Articles of Incorporation to increase authorized common shares from 50,000,000 to 75,000,000, which will take effect upon filing with the Ohio Secretary of State. Each proposal received strong support, with about 88% of eligible shares represented. Farmers and Middlefield jointly announced that both companies’ shareholders have approved the merger, which is expected to close during the first quarter of 2026.

Farmers National Banc Corp. announced it has received all regulatory approvals needed to complete its planned merger with Middlefield Banc Corp., as well as the merger of their bank subsidiaries. The transaction, governed by an October 22, 2025 merger agreement, is expected to close in the first quarter of 2026.

Farmers, a diversified financial services company with $5.2 billion in banking assets and $4.7 billion in wealth management assets under care as of December 31, 2025, views this as a key step toward combining the two Ohio-based banking franchises.

Farmers National Banc Corp. reported that it has received all regulatory approvals necessary to complete its proposed merger with Middlefield Banc Corp. The transaction also includes merging The Middlefield Banking Company into The Farmers National Bank of Canfield, aligning both holding companies and their banking subsidiaries. The update was disclosed through a joint press release attached as an exhibit.

Farmers National Banc Corp. announced that independent proxy advisory firm ISS has recommended shareholders vote “FOR” all proposals at the February 10, 2026 special shareholders meeting, including the proposed merger of Middlefield Banc Corp. into Farmers.

The board is urging shareholders to vote by February 9, 2026 at 11:59 p.m. Farmers highlights that it is a diversified financial services company with $5.2 billion in banking assets and $4.7 billion in wealth management assets under care as of December 31, 2025.

Farmers National Banc Corp. filed a current report to note that it announced earnings for the quarter ended December 31, 2025. The company furnished a detailed earnings press release as Exhibit 99.1 and an investor presentation with additional fourth-quarter and other financial information as Exhibit 99.2.

The earnings materials are being furnished under Items 2.02 and 7.01, meaning they are not deemed “filed” for liability purposes under the Exchange Act and are not automatically incorporated into other securities filings unless specifically referenced.

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.