Farmers National Banc Corp. (FMNB) Announces Completion of Middlefield Banc Corp. Acquisition

Key Points:

• Acquisition Completion: On March 2, 2026, Farmers National Banc Corp. (“Farmers” or “the Company”) formally completed its previously announced merger with Middlefield Banc Corp. (“Middlefield”), an Ohio-based bank holding company.
• Merger Agreement: The merger was executed under the Agreement and Plan of Merger dated October 22, 2025. Middlefield has now merged with and into Farmers, and Farmers is the surviving entity.
• Bank Subsidiary Merger: Immediately following the holding company merger, Middlefield’s banking subsidiary, The Middlefield Banking Company, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of Farmers. Farmers Bank is the surviving banking entity.
• Shareholder Impact: At the merger’s effective time, each outstanding Middlefield common share was converted into shares of Farmers common stock. No fractional shares were issued; instead, Middlefield shareholders will receive cash for fractional shares.
• Listing Details: Farmers National Banc Corp.’s common stock continues to be traded under the symbol FMNB on the NASDAQ Stock Market.
• Financial Statements: The financial statements and pro forma financial information required for the merger will be filed as an amendment to this Form 8-K within 71 calendar days.
• Leadership: The document was signed by Kevin J. Helmick, President and Chief Executive Officer of Farmers National Banc Corp.

Important Information for Shareholders:

• Potential Price Sensitivity: The completion of the merger is a material event that may influence the FMNB share price. The integration of Middlefield’s operations is expected to enhance Farmers’ market presence and could impact future financial performance, both positively and negatively, depending on the success of the integration.
• Synergies and Risks: Shareholders should note that while management anticipates positive synergies, there are risks including integration challenges, deviations from performance expectations, and continued uncertainty in economic and regulatory environments.
• Forward-Looking Statements: Management has included cautionary statements regarding forward-looking statements. These statements are not guarantees of future performance. Actual results may differ due to various factors including integration risks, economic conditions, changes in interest rates, regulatory changes, and adequacy of loan loss provisions.
• No Emerging Growth Company Status: Farmers has indicated it is not an emerging growth company and has not elected to use the extended transition period for new or revised financial accounting standards.
• Additional Disclosures: The full Merger Agreement is available as Exhibit 2.1. A press release dated March 2, 2026, was issued to announce the completion.

Details for Investors:

• Exchange Ratio: The specific exchange ratio for Middlefield shareholders was not disclosed in this filing but is contained in the Merger Agreement referenced as Exhibit 2.1.
• Cash in Lieu of Fractional Shares: Shareholders receiving fractional shares as part of the conversion will be paid cash, which may have tax implications.
• Future Filings: Investors should monitor subsequent filings for pro forma and acquired business financial statements, which will be critical for assessing the merger’s impact on Farmers’ financials.
• Regulatory Approval: The merger appears to have received all necessary regulatory and shareholder approvals, as indicated by its completion and the absence of any mention of unresolved conditions.

Potential Share Price Movement:

• The completion of a merger of this nature is typically considered price-sensitive, as it fundamentally changes the company’s scale, market reach, and financial outlook. Investors may react to:
  • Anticipated cost synergies and expanded customer base
  • Integration risks and uncertainties
  • Future financial disclosures regarding the merger’s impact
  • Any strategic initiatives or changes in leadership as a result of the merger

Disclaimer:

This article is based on public filings and press releases from Farmers National Banc Corp. as of March 2, 2026. It contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially from those projected. The article is for informational purposes only and does not constitute investment advice. Investors are urged to review the full SEC filings and consult with financial advisors before making any investment decisions.

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