# FARMERS NATIONAL BANC CORP /OH/ (FMNB) — merger/definitive [completed] Source: SEC API (secapi.ai) · situation sit_fef072c7fb0fb56a624f · retrieved 2026-08-11T15:52:11.156Z ## Overview Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets at December 31, 2025, operating through The Farmers National Bank of Canfield with 62 banking locations across Ohio and Pennsylvania, and Farmers Trust Company. Farmers National Banc Corp. announced on February 5, 2026, that it has received all regulatory approvals necessary to complete the proposed merger of Middlefield Banc Corp. with and into Farmers, along with the related merger of Middlefield Banking Company into The Farmers National Bank of Canfield. The merger was pursuant to an Agreement and Plan of Merger dated October 22, 2025, and is expected to be completed during the first quarter of 2026. ## Terms - Counterparty: Middlefield Banc Corp. · Deal value: $7.20B · Consideration: stock · Stake: 20% ## Key dates - Announced 2026-01-06 · Vote 2026-02-10 · Expiry 2026-02-09 · Expected close 2026-03-31 · Completed 2026-03-02 ## Timeline - 2026-01-06 · 425 (0001193125-26-003481): 425 - FARMERS NATIONAL BANC CORP /OH/ — *Farmers National Banc Corp. is a state commercial bank holding company based in Canfield, Ohio, operating as a community bank with multiple branches serving Northeast and Central Ohio and Western Pennsylvania.* Farmers National Banc Corp. is pursuing a strategic merger with Middlefield Banc Corp to create a premier community banking franchise in Northeast and Central Ohio and Western Pennsylvania. Upon closing, the combined entity would have assets exceeding $7.2 billion and operate 83 branches. The merger is expected to deliver enhanced profitability through increased operating leverage and meaningful earnings-per-share accretion. Shareholders are required to vote on the proposed transaction by the February 9, 2026 deadline at 11:59 p.m. EST. A joint proxy statement/prospectus was mailed to shareholders of both companies, and the Registration Statement on Form S-4 was declared effective on December 15, 2025. https://www.sec.gov/Archives/edgar/data/709337/0001193125-26-003481.txt - 2026-01-13 · 425 (0001193125-26-011714): 425 - FARMERS NATIONAL BANC CORP /OH/ — *Farmers National Banc Corp. is a state commercial bank holding company operating The Farmers National Bank of Canfield, a national banking subsidiary serving northeast and central Ohio as well as western Pennsylvania.* On October 22, 2025, Farmers National Banc Corp. and Middlefield Banc Corp entered into an Agreement and Plan of Merger, with Middlefield merging into Farmers, with Farmers as the surviving entity. The proposed merger is structured as an all-stock transaction. The combined company will have assets of over $7.2 billion and operate over 83 branches serving northeast and central Ohio as well as western Pennsylvania. Farmers will issue over 20% of its outstanding shares in the merger. A special shareholder meeting is scheduled for February 10, 2026 at 10 a.m., with a voting deadline of February 9, 2026 at 11:59 p.m. Shareholder approval is required for the transaction to move forward. https://www.sec.gov/Archives/edgar/data/709337/0001193125-26-011714.txt - 2026-01-13 · 425 (0001193125-26-011717): 425 - FARMERS NATIONAL BANC CORP /OH/ — *Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets; its subsidiaries include The Farmers National Bank of Canfield, a full-service national bank with 62 banking locations across Ohio and Pennsylvania, and Farmers Trust Company.* Farmers National Banc Corp. and Middlefield Banc Corp. entered into an Agreement and Plan of Merger on October 22, 2025, whereby Middlefield will merge into Farmers, with Farmers as the surviving entity. Following consummation, Middlefield Banking Company will merge into The Farmers National Bank of Canfield, with Farmers Bank as the surviving bank. Farmers will hold a Special Meeting of Shareholders on February 10, 2026, to vote on the Merger and supporting proposals. https://www.sec.gov/Archives/edgar/data/709337/0001193125-26-011717.txt - 2026-01-29 · 425 (0001193125-26-028225): 425 - FARMERS NATIONAL BANC CORP /OH/ — *Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets, operating through subsidiaries including The Farmers National Bank of Canfield (a full-service national bank with 62 banking locations across Ohio and Pennsylvania), Farmers Trust Company, and Farmers National Insurance, LLC.* Farmers National Banc Corp. announced that Institutional Shareholder Services (ISS), an independent proxy advisory firm, has recommended shareholders vote "FOR" all proposals at the Special Meeting of Shareholders scheduled for February 10, 2026, including the proposed merger of Middlefield Banc Corp. into Farmers. The joint proxy statement/prospectus was mailed to shareholders of both companies seeking approvals related to the merger. Farmers' Board of Directors urges shareholders to vote by the deadline of February 9, 2026, at 11:59 p.m., ET. https://www.sec.gov/Archives/edgar/data/709337/0001193125-26-028225.txt - 2026-02-05 · 425 (0001193125-26-039354): 425 - FARMERS NATIONAL BANC CORP /OH/ — *Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets at December 31, 2025, operating through The Farmers National Bank of Canfield with 62 banking locations across Ohio and Pennsylvania, and Farmers Trust Company.* Farmers National Banc Corp. announced on February 5, 2026, that it has received all regulatory approvals necessary to complete the proposed merger of Middlefield Banc Corp. with and into Farmers, along with the related merger of Middlefield Banking Company into The Farmers National Bank of Canfield. The merger was pursuant to an Agreement and Plan of Merger dated October 22, 2025, and is expected to be completed during the first quarter of 2026. https://www.sec.gov/Archives/edgar/data/709337/0001193125-26-039354.txt - 2026-03-02 · 8-K (0001437749-26-006231): 8-K FORM 8-K https://www.sec.gov/Archives/edgar/data/709337/000143774926006231/fmnb20260301c_8k.htm ## Citations - 0001193125-26-003481 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526003481 - 0001193125-26-011714 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526011714 - 0001193125-26-011717 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526011717 - 0001193125-26-028225 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526028225 - 0001193125-26-039354 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526039354 - 0001437749-26-006231 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000143774926006231