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.
Farmers National Banc Corp. reported that its board of directors approved an amendment to the company’s Amended Code of Regulations. The change increases the maximum time allowed between the shareholder record date and the shareholders’ meeting from 45 days to 60 days.
This governance update adjusts the scheduling window for shareholder meetings while leaving the record-date framework in place. The full text of the amended Regulations, reflecting this change, is included as an exhibit to the report.
Farmers National Banc Corp. delivered stronger Q3 2025 results, with higher earnings and stable credit quality. Net income for the quarter rose to 12,461 from 8,535 a year earlier, and nine‑month net income increased to 39,949 from 31,558. Basic earnings per share improved to 0.33 from 0.23 for the quarter and to 1.07 from 0.85 year to date.
Total assets grew to 5,235,575 from 5,118,924, driven by loan growth to 3,337,780 and securities of 1,301,766. Deposits increased to 4,400,515, while short‑term borrowings declined. Net interest income for the quarter rose to 36,307 from 31,876 as funding costs eased. The allowance for credit losses increased to 39,528, reflecting specific reserves and loan growth, while unrealized losses on securities narrowed, reducing accumulated other comprehensive loss to 155,085.
Farmers National Banc (FMNB) reported an insider purchase by a director. On 10/30/2025, the reporting person bought 1,833 shares at $12.99 per share. Following the transaction, the director beneficially owned 13,823 shares, held directly.
The filing was submitted as a single reporting person on Form 4 and was signed by an attorney-in-fact for Gina A. Richardson.
Farmers National Banc Corp. announced a definitive merger agreement with Middlefield Banc Corp. Middlefield will merge into Farmers, followed by the merger of Middlefield Bank into The Farmers National Bank of Canfield, with Farmers remaining the surviving entities.
At closing, each outstanding Middlefield common share will be converted into the right to receive 2.6 Farmers common shares. No fractional shares will be issued; cash will be paid in lieu of fractions. Farmers will expand its board by two seats, appointing two current Middlefield non‑employee directors to Class II (term ending 2027) and Class III (term ending 2028).
The transaction is subject to shareholder approvals, required regulatory approvals, Nasdaq listing of the new shares, and effectiveness of a Form S‑4 registration statement. Closing is expected in the first quarter of 2026. Middlefield has a price‑based termination right tied to Farmers’ average closing price and the Nasdaq Bank Index, and certain terminations trigger a $12,000,000 fee payable by Middlefield. Both companies’ directors entered voting agreements supporting the deal.
Farmers National Banc Corp. (FMNB) agreed to acquire Middlefield Banc Corp. in an all‑stock merger. Each outstanding Middlefield common share will be converted into the right to receive 2.6 Farmers common shares at closing. Following the parent‑level merger, Middlefield’s bank is expected to merge into The Farmers National Bank of Canfield, with Farmers Bank as the surviving bank.
The deal requires approvals from shareholders of both companies, effectiveness of a Form S‑4 registering the new Farmers shares, Nasdaq listing approval for the shares to be issued, regulatory clearances, and customary closing conditions. Two Middlefield directors will join the Farmers board immediately after closing (one Class II term expiring at the 2027 annual meeting and one Class III term expiring at the 2028 annual meeting). The merger is expected to close in the first quarter of 2026.
The agreement includes termination rights, an outside date of December 31, 2026, and a $12,000,000 termination fee payable by Middlefield under certain circumstances. Middlefield may also terminate if specified stock price and Nasdaq Bank Index thresholds are breached, unless Farmers elects to adjust the exchange ratio. Directors of both companies entered voting agreements supporting the transaction.
Farmers National Banc Corp (FMNB) director Edward W. Muransky reported a purchase of 73,500 shares on 10/24/2025 at a $13.59 weighted average price, with trades executed between $13.56–$13.62.
Following the transaction, he beneficially owns 150,180 shares directly, plus 110,706 shares indirectly via the Edward W. Muransky Revocable Trust and 2,900 shares indirectly by spouse.
Farmers National Banc Corp. (FMNB) furnished third‑quarter materials and announced it has entered into an Agreement and Plan of Merger with Middlefield Banc Corp. The plan provides for Middlefield to merge with and into Farmers.
The company furnished a Q3 2025 earnings press release and investor presentation, and separately furnished a joint press release and merger presentation. The materials are provided under Items 2.02 and 7.01.
Farmers stated it will file a Form S-4 containing a joint proxy statement and prospectus for shareholder consideration of the proposed merger. Shareholders are urged to read these documents when available on the SEC’s website and the company’s investor relations page.
Farmers National Banc Corp. (FMNB) furnished an update covering two items: it announced earnings for the quarter ended September 30, 2025 and disclosed a proposed merger with Middlefield Banc Corp.
The company furnished a press release and financial information as Exhibit 99.1 and an investor presentation as Exhibit 99.2 for third-quarter results. It also furnished a joint press release (Exhibit 99.3) and a merger presentation (Exhibit 99.4). These materials are furnished under Items 2.02 and 7.01 and are not deemed filed under the Exchange Act.
In connection with the merger, the company will file a Form S-4 that will include a joint proxy statement and prospectus. Shareholders are urged to read these materials when available. The merger remains subject to shareholder and regulatory approvals and other customary conditions, as noted in the forward-looking statements section.