Farmers National Banc Corp. Files 8-K
Ticker: FMNB · Form: 8-K · Filed: Oct 27, 2025 · CIK: 709337
Sentiment: neutral
Topics: material-agreement, financials, disclosure
Related Tickers: FNB
TL;DR
FNB filed an 8-K on 10/27 for an event on 10/22 - material agreement + financials.
AI Summary
On October 22, 2025, Farmers National Banc Corp. (FNB) filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The report was filed on October 27, 2025.
Why It Matters
This 8-K filing signals a significant event for Farmers National Banc Corp., likely involving a new agreement that could impact its financial standing and operations.
Risk Assessment
Risk Level: low — This is a standard 8-K filing reporting a material definitive agreement and financial statements, which is routine corporate disclosure.
Key Numbers
- 001-35296 — SEC File Number (Identifies the company's filings with the SEC.)
- 34-1371693 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Farmers National Banc Corp. (company) — Registrant
- October 22, 2025 (date) — Earliest event reported
- October 27, 2025 (date) — Filing date
- Ohio (location) — State of incorporation
- Canfield (location) — Principal executive offices city
FAQ
What is the nature of the material definitive agreement entered into by Farmers National Banc Corp. on October 22, 2025?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
What specific financial statements and exhibits are included with this 8-K filing?
The filing indicates that financial statements and exhibits are included, but their specific content is not detailed in the provided text.
What is the significance of the filing date (October 27, 2025) relative to the event date (October 22, 2025)?
The filing date is five days after the earliest event reported, adhering to the SEC's reporting timelines for material events.
Where are Farmers National Banc Corp.'s principal executive offices located?
The principal executive offices are located at 20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555.
What is the company's standard industrial classification code?
The company's standard industrial classification code is 6022, for State Commercial Banks.
Filing Stats: 2,985 words · 12 min read · ~10 pages · Grade level 17.5 · Accepted 2025-10-27 17:28:55
Key Financial Figures
- $12,000,000.00 — pay to the Company a termination fee of $12,000,000.00. In connection with the execution of t
Filing Documents
- fmnb20251027_8k.htm (8-K) — 47KB
- ex_876968.htm (EX-2.1) — 603KB
- 0001437749-25-031827.txt ( ) — 899KB
- fmnb-20251022.xsd (EX-101.SCH) — 3KB
- fmnb-20251022_def.xml (EX-101.DEF) — 12KB
- fmnb-20251022_lab.xml (EX-101.LAB) — 15KB
- fmnb-20251022_pre.xml (EX-101.PRE) — 12KB
- fmnb20251027_8k_htm.xml (XML) — 3KB
01
Item 1.01 Entry into a Material Definitive Agreement. On October 22, 2025, Farmers National Banc Corp. (the "Company") and Middlefield Banc Corp, an Ohio corporation ("Middlefield"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Middlefield will merge with and into the Company (the "Merger"), with the Company as the surviving entity in the Merger. Promptly following the consummation of the Merger, it is expected that The Middlefield Banking Company, the banking subsidiary of Middlefield ("Middlefield Bank") will merge with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company ("Farmers Bank") (the "Bank Merger"). Farmers Bank will be the surviving bank in the Bank Merger (the "Surviving Bank"). A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each common share, without par value, of Middlefield ("Middlefield Common Shares") issued and outstanding immediately prior to the Effective Time (except for certain Middlefield Common Shares held directly by Middlefield or the Company) will be converted into the right to receive 2.6 common shares, without par value, of the Company ("Company Common Shares") (the "Exchange Ratio", and sometimes referred to as, the "Merger Consideration"). No fractional Company Common Shares will be issued in the Merger, and Middlefield's shareholders will be entitled to receive cash in lieu of such fractional Company Common Shares. In addition, the Merger Agreement provides that the Company shall take such action necessary to, effective immediately following the Effective Time, increase the number of directors of the Company's board of directors by two and appoint two persons who serve as a non-employee director of Middlefield immediately prior to the Effective Time to the Company's board of directo
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger by and between Farmers National Banc Corp. and Middlefield Banc Corp., dated as of October 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Farmers National Banc Corp. By: /s/ Kevin J. Helmick Kevin J. Helmick President and Chief Executive Officer Date: October 27, 2025