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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): October 22, 2025
 
Farmers National Banc Corp.
(Exact name of registrant as specified in its charter)
 
Ohio 001-35296 34-1371693
(State or other jurisdiction (Commission (IRS Employer
of incorporation)  File Number) Identification No.)
 
20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555
(Address of principal executive offices) (Zip Code)
                  
(330) 533-3341
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
☒
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol
  
Name of each exchange
on which registered
Common Stock, No Par Value
  
FMNB
  
The NASDAQ Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 2.02         Results of Operations and Financial Condition.
 
On October 22, 2025, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter ended September 30, 2025. A copy of the press release and certain financial information for this period is attached as Exhibit 99.1 hereto and incorporated by reference herein.
 
Also on October 22, 2025, the Company first provided investors with a supplemental presentation regarding third quarter earnings and other current financial information, attached as Exhibit 99.2 hereto and incorporated by reference herein.
 
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.
 
Item 7.01         Regulation FD Disclosure.
 
On October 22, 2025, the Company announced earnings for the quarter ended September 30, 2025 and first provided investors with a supplemental presentation regarding third quarter earnings and other current financial information. A copy of the press release and certain financial information is attached as Exhibit 99.1 and incorporated by reference herein, and a copy of the supplemental investor presentation is attached as Exhibit 99.2 hereto and incorporated by reference herein.
 
Also on October 22, 2025, the Company issued a joint press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Middlefield Banc Corp., an Ohio corporation and bank holding company (“Middlefield”), providing for, among other things, the merger of Middlefield with and into the Company (the “Merger”). Also on October 22, 2025, the Company first provided investors with a supplemental presentation regarding the Merger.
 
A copy of the press release announcing the proposed Merger is attached hereto as Exhibit 99.3 and incorporated herein by reference and a copy of the supplemental presentation regarding the Merger is attached as Exhibit 99.4 hereto and incorporated by reference herein. Pursuant to General Instruction B.2 of Current Report on Form 8-K, each of the press releases and presentations are furnished herein, as part of this Item 7.01, as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibits 99.1, 99.2, 99.3, and 99.4 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
 
Important Additional Information About the Merger.
 
In connection with the proposed Merger, the Company will file with the Securities Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction.
 
SHAREHOLDERS OF THE COMPANY AND MIDDLEFIELD AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND PROSPECTUS TO BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MIDDLEFIELD, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE PROPOSED MERGER AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS.
 
Investors and security holders will be able to obtain free copies of the Registration Statement on Form S-4 (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://www.farmersbankgroup.com or may be obtained from the Company by written request to Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, Attention: Investor Relations.
 
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act.
 
Participants in the Solicitation
 
The respective directors and executive officers of the Company and Middlefield and other persons may be deemed to be participants in the solicitation of proxies from the Company and Middlefield shareholders with respect to the Merger. Information regarding the directors of the Company is available in its proxy statement filed with the SEC on March 18, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the executive officers of the Company is available in its Form 10-K filed with the SEC on March 6, 2025. Information regarding the directors of Middlefield is available in its proxy statement filed with the SEC on April 4, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the executive officers of Middlefield is available in its Form 10-K filed with the SEC on March 13, 2025. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and prospectus to be included in the Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.
 
 
 
 
Safe Harbor Regarding Forward-Looking Statements
 
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements about the Company’s financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”
 
Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Numerous uncertainties, risks, and changes could cause or contribute to the Company’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals, shareholder approval or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; the Company’s failure to integrate Middlefield and The Middlefield Banking Company, the banking subsidiary of Middlefield (“Middlefield Bank”) in accordance with expectations; deviations from performance expectations related to Middlefield and Middlefield Bank; diversion of management’s attention on the proposed transaction; significant changes in economic conditions in markets where the Company conducts business, which could materially impact credit quality trends; significant changes in U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and effects of U.S. and foreign country tariff policies; general business conditions in the banking industry; the regulatory environment; general fluctuations in interest rates; demand for loans in the market areas where the Company conducts business; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with regional and national financial institutions; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in the Company’s filings with the SEC including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q. Such reports are available on the SEC’s website at www.sec.gov and on the Company’s website at https://www.farmersbankgroup.com under the “Investor Relations” section.
 
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, readers should not rely on any forward-looking statement as a prediction of future events. Any forward-looking statement speaks only as of the date on which it is made, and the Company expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise. All forward-looking statements, expressed or implied, included in or made in connection with this report are expressly qualified in their entirety by this cautionary statement.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit Number
Description
99.1
99.2
99.3
99.4
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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 22, 2025
 
 
 

Exhibit 99.1

October 22, 2025

 

Press Release

 

Source:                  Farmers National Banc Corp.

Kevin J. Helmick, President and CEO

20 South Broad Street, P.O. Box 555

Canfield, OH 44406

330.533.3341

Email: exec@farmersbankgroup.com

 

 

FARMERS NATIONAL BANC CORP. REPORTS EARNINGS FOR THIRD QUARTER OF 2025

 

 

●

171 consecutive quarters of profitability

 

●

Solid loan growth of $34.4 million for the quarter, or 4.2% annualized
 

●

Commercial loan balances grew $30.1 million for the quarter, or 6.0% annualized

 

●

Net interest margin increased from 2.91% in the second quarter of 2025 to 3.00% in the third quarter of 2025
 

●

Restructured $28.5 million in securities expanding yield by approximately 220 basis points
 

●

Enhancing core platform through the strategic decision to transition to Jack Henry’s Silverlake in 2026

 

CANFIELD, Ohio (October 22, 2025) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) today announced net income of $12.5 million, or $0.33 per diluted share, for the third quarter of 2025 compared to $8.5 million, or $0.23 per diluted share, for the third quarter of 2024. Net income for the third quarter of 2025 included pretax losses for the sale of investment securities and other assets totaling $1.0 million and a charge of $3.1 million for consulting services associated with the strategic decision to transition core platform vendors. The new core platform contract will save the Company approximately $2.0 million per year, or $0.04 in diluted earnings per share, once the conversion is complete in August of 2026. Excluding these items (non-GAAP), net income for the third quarter of 2025 was $15.7 million, or $0.42 per diluted share.

 

Kevin J. Helmick, President and CEO, stated: “Farmers continues to deliver strong financial results, demonstrating the value our diversified financial services provide to customers across our Ohio and Pennsylvania communities. Throughout 2025, we have taken deliberate actions to further strengthen our operating platform and enhance our financial model, ensuring the Company is well positioned to drive sustainable growth and profitability for many years to come.”

 

“Today, we also announced the merger of the Middlefield Banc Corp, which is expected to close in the first quarter of 2026. Upon completion, Farmers will have more than $7.4 billion in assets, serving customers across attractive markets in Northeast and Central Ohio and Western Pennsylvania. Middlefield is a high-quality franchise with complementary markets and a strong community banking culture, and we believe the combination offers significant upside for our shareholders. I look forward to updating our investors as we focus on the successful completion and integration of this merger in the coming quarters,” concluded Mr. Helmick.

 

Balance Sheet

 

Total assets increased to $5.24 billion in the third quarter of 2025 from $5.18 billion at June 30, 2025 and $5.12 billion at December 31, 2024. Loans increased to $3.34 billion at September 30, 2025 from $3.30 billion at June 30, 2025 and $3.27 billion at December 31, 2024. The increase from the prior quarter was primarily due to strong growth in the commercial area with an increase in balances of $30.1 million, or 6.0% annualized growth.

 

Securities available for sale totaled $1.30 billion at September 30, 2025 compared to $1.27 billion as of June 30, 2025, and $1.27 billion at December 31, 2024. The mark to market adjustment improved by $27.4 million between June 30 and September 30 as interest rates declined. The Company anticipates continued rate volatility in the bond market in 2025, which will continue to affect the value of the portfolio.

 

Total deposits increased slightly between June 30, 2025 and September 30, 2025 but are up $133.7 million since December 31, 2024. During the third quarter of 2025, the Company paid off its brokered CDs totaling $75.0 million, while public funds increased $65.7 million primarily due to seasonality. Excluding public funds and brokered CDs, the Company has experienced excellent deposit growth with an increase of $108.3 million, or 4.2% annualized growth, since December 31, 2024.

 

Total stockholders’ equity increased to $465.9 million at September 30, 2025, compared to $437.7 million at June 30, 2025, and $406.0 million at December 31, 2024. The increase was primarily due to an improvement in accumulated other comprehensive income along with increased retained earnings.

 

Credit Quality

 

Non-performing loans increased to $35.3 million at September 30, 2025 from $27.8 million at June 30, 2025, and $22.8 million at December 31, 2024. A single loan relationship totaling $7.3 million moved into nonaccrual this quarter. The loan is secured by an apartment building in Troy, Michigan. The Company is working to have resolution on this relationship by December 31, 2025. Nonperforming loans to total loans were 1.06% at September 30, 2025, 0.84% at June 30, 2025, and 0.70% at December 31, 2024. The Company’s loans which were 30-89 days delinquent were $16.1 million at September 30, 2025, or 0.48% of total loans, compared to $17.7 million at June 30, 2025, and $13.0 million at December 31, 2024.

 

The provision for credit losses and unfunded commitments totaled $1.4 million for the third quarter of 2025 compared to $7.0 million for the third quarter of 2024. The provision in the third quarter of 2024 was impacted by a single commercial office loan that resulted in a charge-off of $4.4 million and the establishment of a specific reserve on the credit in the amount of $1.2 million. Annualized net charge-offs as a percentage of average loans were 0.07% for the third quarter of 2025, compared to 0.07% for the second quarter of 2025 and 0.58% for the third quarter of 2024. The allowance for credit losses to total loans was 1.18% at September 30, 2025, 1.17% at June 30, 2025, and 1.10% at December 31, 2024.

 

Net Interest Income

 

The Company reported net interest income of $36.3 million for the third quarter of 2025, compared to $31.9 million in the third quarter of 2024. Average interest earning assets increased to $4.92 billion in the third quarter of 2025 compared to $4.89 billion in the third quarter of 2024. The increase was primarily driven by an increase in average loan balances of $69.9 million. The net interest margin improved to 3.00% in the third quarter of 2025 compared to 2.91% in the second quarter of 2025 and 2.66% in the third quarter of 2024. The year-over-year increase in net interest margin was due to higher yields on earning assets and lower funding costs on interest bearing liabilities. The Federal Reserve rate cuts in the back half of 2024 have benefitted funding costs, while the lag effects of assets repricing continued to drive earning asset yields higher. The yield on interest earning assets increased from 4.79% in the third quarter of 2024 to 4.88% in the third quarter of 2025, while the cost of interest-bearing liabilities declined from 2.84% in the third quarter of 2024 to 2.51% in the third quarter of 2025. With the Federal Reserve beginning another round of rate cuts, the Company expects its net interest margin will continue to expand into 2026 as the Company remains liability sensitive and will benefit greatly from falling interest rates. Excluding acquisition marks and PPP interest, non-GAAP, the Company’s net interest margin was 2.86% in the third quarter of 2025, 2.77% in the second quarter of 2025, and 2.48% in the third quarter of 2024.

 

Noninterest Income

 

Noninterest income declined to $11.4 million in the third quarter of 2025 from $12.3 million in the third quarter of 2024. The decline was primarily due to larger losses on the sale of securities in the third quarter of 2025 along with lower SBIC income in 2025. Service charge income on deposit accounts declined $118,000 to $1.9 million in the third quarter of 2025 compared to $2.0 million for the third quarter of 2024 as overdraft fees continue to lag levels seen in 2024. Bank owned life insurance (BOLI) income increased $164,000 during the third quarter of 2025 to $852,000 compared to $688,000 in the third quarter of 2024. The Company purchased an additional $15.0 million in policies during the first quarter of 2025 and policy crediting rates have increased over the last twelve months. Trust fees increased to $2.7 million in the third quarter of 2025 from $2.5 million in the third quarter of 2024. The Company continues to grow this line of business through deeper penetration in its acquired markets. Losses on the sale of available for sale securities were $927,000 in the third quarter of 2025 compared to a loss of $403,000 in the third quarter of 2024.

 

The Company restructured $28.5 million of securities in the third quarter of 2025 and reinvested the proceeds into securities yielding approximately 220 basis points more than the securities sold. Retirement plan consulting fees increased from $677,000 in the third quarter of 2024 to $1.1 million in the third quarter of 2025 primarily due to the acquisition of Crest Retirement Advisors LLC in late December of 2024. Investment commissions grew to $658,000 in the third quarter of 2025 from $476,000 in the third quarter of 2024. This business unit continues to grow as the Company has added additional financial advisors over the last 12 months. Other noninterest income was $954,000 in the third quarter of 2025 compared to $2.6 million in the third quarter of 2024. SBIC income was $1.1 million in the third quarter of 2024 compared to $258,000 in the third quarter of 2025. In addition, the Company recorded $565,000 in the third quarter of 2024 for recoveries on loans that were charged off prior to acquisition while the Company did not receive any recovery income in 2025. The Company also realized gains on the sale of assets of $404,000 in the third quarter of 2024 compared to losses on the sale of assets of $102,000 in the third quarter of 2025.

 

Noninterest Expense

 

Noninterest expense increased to $31.7 million in the third quarter of 2025 from $27.2 million in the third quarter of 2024. Salaries and employee benefits increased by $1.1 million to $16.0 million in the third quarter of 2025, from $14.9 million in the third quarter of 2024. The increase was primarily driven by annual raises, the acquisition of Crest Retirement in the fourth quarter of 2024 and higher commission expense from increased revenue in the fee-based businesses. Occupancy and equipment expense increased to $4.4 million in the third quarter of 2025 from $4.0 million in the third quarter of 2024 due to increased maintenance costs in 2025. FDIC and state and local taxes improved by $268,000 to $1.2 million in the third quarter of 2025 compared to $1.5 million in the third quarter of 2024. The Company incurred $3.1 million in expense in the third quarter of 2025 related to consulting services associated with the strategic decision to transition core platform vendors. Core processing expense increased to $1.4 million for the quarter ended September 30, 2025, from $1.2 million for the quarter ended September 30, 2024. The increase was due to annual increases and timing differences

 

Liquidity

 

The Company had access to an additional $618.1 million in FHLB borrowing capacity at September 30, 2025, along with $353.2 million in available for sale securities that are available for pledging. The Company’s loan to deposit ratio was 75.9% at September 30, 2025 while the Company’s average deposit balance per account (excluding collateralized deposits) was $26,235 for the same period.

 

About Farmers National Banc Corp.

 

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 62 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties in Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at September 30, 2025 are $4.6 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

 

Non-GAAP Disclosure

 

This press release includes disclosures of Farmers’ tangible common equity ratio, return on average tangible assets, return on average tangible equity, net income excluding costs related to acquisition activities and certain items, return on average assets excluding merger costs and certain items, return on average equity excluding merger costs and certain items, net interest margin excluding acquisition marks and related accretion and PPP interest and fees and efficiency ratio less certain items, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers’ marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures to their GAAP equivalents are included in the tables following Consolidated Financial Highlights below.

 

Cautionary Statements Regarding Forward-Looking Statements

 

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in certain forward-looking statements include significant changes in near-term local, regional, and U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, U.S. and foreign country tariff policies, and possibility of a recession; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

 

 

Farmers National Banc Corp. and Subsidiaries

                

Consolidated Financial Highlights

                

(Amounts in thousands, except per share results) Unaudited

                
                 
                 

Consolidated Statements of Income

For the Three Months Ended

For the Nine Months Ended
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

Percent
 

2025

2025

2025

2024

2024

2025

2024

Change

Total interest income

$59,366

$57,702

$57,305

$57,909

$57,923

$174,374

$169,823

2.7%

Total interest expense

23,059

22,781

23,110

25,170

26,047

68,949

74,194

-7.1%

 Net interest income

36,307

34,921

34,195

32,739

31,876

105,425

95,629

10.2%

Provision (credit) for credit losses

1,419

3,548

(204)

295

7,008

4,763

7,671

-37.9%

Noninterest income

11,430

12,122

10,481

11,413

12,340

34,032

30,302

12.3%

System conversion / Acquisition related costs

3,123

0

0

92

0

3,123

0

0.0%

Other expense

28,556

27,175

28,526

26,082

27,075

84,258

80,517

4.6%

 Income before income taxes

14,639

16,320

16,354

17,683

10,133

47,313

37,743

25.4%

Income taxes

2,178

2,410

2,776

3,292

1,598

7,364

6,185

19.1%

 Net income

$12,461

$13,910

$13,578

$14,391

$8,535

$39,949

$31,558

26.6%
                 

Average diluted shares outstanding

37,677

37,622

37,626

37,616

37,567

37,626

37,495

  

Basic earnings per share

0.33

0.37

0.36

0.38

0.23

1.07

0.85

  

Diluted earnings per share

0.33

0.37

0.36

0.38

0.23

1.06

0.84

  

Cash dividends per share

0.17

0.17

0.17

0.17

0.17

0.51

0.51

  

Performance Ratios

                

Net Interest Margin  (Annualized)

3.00%

2.91%

2.85%

2.72%

2.66%

2.92%

2.69%

  

Efficiency Ratio  (Tax equivalent basis)

62.66%

56.66%

59.60%

56.42%

58.47%

59.68%

60.24%

  

Efficiency Ratio  (Tax equivalent basis) excluding core conversion, acquisition costs and other extraordinary items (b)

56.43%

55.66%

59.57%

56.10%

59.05%

57.20%

60.26%

  

Return on Average Assets  (Annualized)

0.96%

1.08%

1.06%

1.12%

0.66%

1.04%

0.83%

  

Return on Average Equity  (Annualized)

11.26%

13.08%

13.12%

13.43%

8.18%

12.46%

10.51%

  

Other Performance Ratios (Non-GAAP)

                

Return on Average Tangible Assets

1.00%

1.13%

1.10%

1.16%

0.69%

1.07%

0.86%

  

Return on Average Tangible Equity

19.46%

23.37%

24.02%

23.95%

14.94%

22.18%

19.95%

  
                 

Consolidated Statements of Financial Condition

                
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

      
 

2025

2025

2025

2024

2024

      

Assets

                

Cash and cash equivalents

$92,345

$90,740

$113,256

$85,738

$189,136

      

Debt securities available for sale

1,301,766

1,274,899

1,281,413

1,266,553

1,293,350

      

Other investments

44,245

42,410

40,334

45,405

33,617

      
                 

Loans held for sale

4,975

2,174

2,973

5,005

2,852

      

Loans

3,337,780

3,303,359

3,251,391

3,268,346

3,280,517

      

 Less allowance for credit losses

39,528

38,563

35,549

35,863

36,186

      

 Net Loans

3,298,252

3,264,796

3,215,842

3,232,483

3,244,331

      
                 

Other assets

493,992

503,409

503,222

483,740

473,217

      

 Total Assets

$5,235,575

$5,178,428

$5,157,040

$5,118,924

$5,236,503

      
                 

Liabilities and Stockholders' Equity

                

Deposits

                

 Noninterest-bearing

$994,604

$995,865

$979,142

$965,507

$969,682

      

 Interest-bearing

3,405,911

3,325,564

3,342,182

3,226,321

3,317,223

      

 Brokered time deposits

0

74,988

159,964

74,951

74,932

      

 Total deposits

4,400,515

4,396,417

4,481,288

4,266,779

4,361,837

      

Other interest-bearing liabilities

321,581

289,428

188,275

391,150

371,038

      

Other liabilities

47,530

54,835

58,343

54,967

63,950

      

 Total liabilities

4,769,626

4,740,680

4,727,906

4,712,896

4,796,825

      

Stockholders' Equity

465,949

437,748

429,134

406,028

439,678

      

 Total Liabilities

                

 and Stockholders' Equity

$5,235,575

$5,178,428

$5,157,040

$5,118,924

$5,236,503

      
                 

Period-end shares outstanding

37,647

37,642

37,615

37,586

37,574

      

Book value per share

$12.38

$11.63

$11.41

$10.80

$11.70

      

Tangible book value per share (Non-GAAP)*

7.44

6.67

6.42

5.80

6.69

      
                 

* Tangible book value per share is calculated by dividing tangible common equity by outstanding shares

                

 

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  

Capital and Liquidity

2025

2025

2025

2024

2024

2025

2024

  

Common Equity Tier 1 Capital Ratio (a)

11.74%

11.56%

11.44%

11.14%

10.91%

      

Total Risk Based Capital Ratio (a)

15.23%

15.04%

14.87%

14.55%

14.34%

      

Tier 1 Risk Based Capital Ratio (a)

12.22%

12.05%

11.92%

11.62%

11.39%

      

Tier 1 Leverage Ratio (a)

8.75%

8.67%

8.52%

8.36%

8.20%

      

Equity to Asset Ratio

8.90%

8.45%

8.32%

7.93%

8.40%

      

Tangible Common Equity Ratio (b)

5.54%

5.03%

4.86%

4.42%

4.98%

      

Net Loans to Assets

63.00%

63.05%

62.36%

63.15%

61.96%

      

Loans to Deposits

75.85%

75.14%

72.55%

76.60%

75.21%

      

Asset Quality

                

Non-performing loans

$35,344

$27,819

$20,724

$22,818

$19,076

      

Non-performing assets

35,519

28,052

20,902

22,903

19,137

      

Loans 30 - 89 days delinquent

16,083

17,727

11,192

13,032

15,562

      

Charged-off loans

869

748

698

928

5,116

2,315

7,059

  

Recoveries

333

176

362

293

504

871

873

  

Net Charge-offs

536

572

336

635

4,612

1,444

6,186

  

Annualized Net Charge-offs to Average Net Loans

0.07%

0.07%

0.04%

0.08%

0.58%

0.06%

0.26%

  

Allowance for Credit Losses to Total Loans

1.18%

1.17%

1.09%

1.10%

1.10%

      

Non-performing Loans to Total Loans

1.06%

0.84%

0.64%

0.70%

0.58%

      

Loans 30 - 89 Days Delinquent to Total Loans

0.48%

0.54%

0.34%

0.40%

0.47%

      

Allowance to Non-performing Loans

111.84%

138.62%

171.54%

157.17%

189.69%

      

Non-performing Assets to Total Assets

0.68%

0.54%

0.41%

0.45%

0.37%

      
                 

(a) September 30, 2025 ratio is estimated

    

(b) This is a non-GAAP financial measure.  A reconciliation to GAAP is shown below

                
                 
 

For the Three Months Ended

      
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

      

End of Period Loan Balances

2025

2025

2025

2024

2024

      

Commercial real estate

$1,428,583

$1,385,162

$1,370,661

$1,382,714

$1,372,374

      

Commercial

351,213

363,009

336,600

349,966

358,247

      

Residential real estate

850,112

849,443

846,639

845,081

852,444

      

HELOC

176,609

171,312

161,991

158,014

155,967

      

Consumer

251,557

253,363

257,310

259,954

269,231

      

Agricultural loans

269,025

270,599

267,737

262,392

261,773

      

Total, excluding net deferred loan costs

$3,327,099

$3,292,888

$3,240,938

$3,258,121

$3,270,036

      
                 
                 
 

For the Three Months Ended

      
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

      

End of Period Customer Deposit Balances

2025

2025

2025

2024

2024

      

Noninterest-bearing demand

$994,604

$995,866

$979,142

$965,507

$969,682

      

Interest-bearing demand

1,443,422

1,388,596

1,468,424

1,366,255

1,453,288

      

Money market

761,788

748,770

718,083

682,558

676,664

      

Savings

410,165

416,795

416,162

414,796

418,771

      

Certificate of deposit

790,536

771,403

739,512

762,712

768,500

      

Total customer deposits

$4,400,515

$4,321,430

$4,321,323

$4,191,828

$4,286,905

      
                 

Memo: Public funds included in above numbers

$867,253

$801,561

$873,200

$766,853

$879,618

      
                 
 

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  

Noninterest Income

2025

2025

2025

2024

2024

2025

2024

  

Service charges on deposit accounts

$1,874

$1,749

$1,758

$1,890

$1,992

$5,381

$5,421

  

Bank owned life insurance income, including death benefits

852

832

810

613

688

2,494

2,046

  

Trust fees

2,745

2,596

2,641

2,700

2,544

7,982

7,398

  

Insurance agency commissions

1,395

1,828

1,741

1,273

1,416

4,964

4,199

  

Security gains (losses), including fair value changes for equity securities  

(927)

36

(1,313)

10

(403)

(2,205)

(2,647)

  

Retirement plan consulting fees

1,060

783

798

719

677

2,641

1,918

  

Investment commissions

658

721

529

621

476

1,908

1,386

  

Net gains on sale of loans

559

329

326

282

506

1,214

1,219

  

Other mortgage banking fee income (loss), net

192

27

147

285

(168)

366

150

  

Debit card and EFT fees

2,068

2,017

1,866

2,164

1,993

5,951

5,320

  

Other noninterest income

954

1,204

1,178

856

2,619

3,336

3,892

  

Total Noninterest Income

$11,430

$12,122

$10,481

$11,413

$12,340

$34,032

$30,302

  
                 
                 
 

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  

Noninterest Expense

2025

2025

2025

2024

2024

2025

2024

  

Salaries and employee benefits

$15,992

$14,722

$16,166

$14,424

$14,874

$46,880

$44,501

  

Occupancy and equipment

4,370

4,119

4,138

4,075

3,968

12,627

11,512

  

FDIC insurance and state and local taxes

1,212

1,262

1,262

1,019

1,480

3,736

4,010

  

Professional fees

990

1,026

1,196

785

1,084

3,213

3,532

  

System conversion / Merger related costs

3,123

0

0

92

0

3,123

0

  

Advertising

466

454

456

192

435

1,376

1,312

  

Intangible amortization

718

735

735

914

629

2,188

1,947

  

Core processing charges

1,412

1,401

1,397

1,202

1,186

4,210

3,420

  

Other noninterest expenses

3,396

3,456

3,176

3,471

3,419

10,028

10,283

  

Total Noninterest Expense

$31,679

$27,175

$28,526

$26,174

$27,075

$87,381

$80,517

  
                 
                 

Average Balance Sheets and Related Yields and Rates

    

(Dollar Amounts in Thousands)

    
                 
 

Three Months Ended

Three Months Ended

      
 

September 30, 2025

September 30, 2024

      
 

AVERAGE

  

YIELD/

AVERAGE

  

YIELD/

    
 

BALANCE

INTEREST (1)

RATE (1)

BALANCE

INTEREST (1)

RATE (1)

    

EARNING ASSETS

                

Loans (2)

$3,311,535

$48,713

5.88%

$3,241,603

$47,060

5.81%

    

Taxable securities

1,134,806

7,466

2.63

1,104,264

6,761

2.45

    

Tax-exempt securities (2)

363,171

2,895

3.19

379,551

2,992

3.15

    

Other investments

40,940

459

4.48

34,873

346

3.97

    

Federal funds sold and other

71,823

466

2.60

130,053

1,371

4.22

    

Total earning assets

4,922,275

59,999

4.88

4,890,344

58,530

4.79

    

Nonearning assets

256,723

    

243,718

        

Total assets

$5,178,998

    

$5,134,062

        

INTEREST-BEARING LIABILITIES

                

Time deposits

$782,861

$6,825

3.49%

$753,163

$7,584

4.03%

    

Brokered time deposits

48,094

527

4.38

26,062

286

4.39

    

Savings deposits

1,177,080

4,566

1.55

1,103,269

4,372

1.59

    

Demand deposits - interest bearing

1,431,878

8,454

2.36

1,411,520

9,305

2.64

    

Total interest-bearing deposits

3,439,913

20,372

2.37

3,294,014

21,547

2.62

    
                 

Short term borrowings

150,022

1,681

4.48

289,652

3,477

4.80

    

Long term borrowings

86,506

1,006

4.65

87,368

1,023

4.68

    

Total borrowed funds

236,528

2,687

4.54

377,020

4,500

4.77

    
                 

Total interest-bearing liabilities

3,676,441

23,059

2.51

3,671,034

26,047

2.84

    
                 

NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY

                

Demand deposits - noninterest bearing

1,007,534

    

983,274

        

Other liabilities

52,467

    

62,427

        

Stockholders' equity

442,556

    

417,327

        

TOTAL LIABILITIES AND

                

STOCKHOLDERS' EQUITY

$5,178,998

    

$5,134,062

        

Net interest income and interest rate spread

  

$36,940

2.37%

  

$32,483

1.95%

    

Net interest margin

    

3.00%

    

2.66%

    
                 

(1) Interest and yields are calculated on a tax-equivalent basis where applicable.

    

(2) For 2025, adjustments of $110,000 and $523,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities.  For 2024, adjustments of $71,000 and $536,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal federal income tax rate of 21%, less disallowances.

    
                 
                 
 

For the Nine Months Ended

For the Nine Months Ended

    
 

September 30, 2025

September 30, 2024

    
 

AVERAGE

  

YIELD/

AVERAGE

  

YIELD/

    
 

BALANCE

INTEREST (1)

RATE (1)

BALANCE

INTEREST (1)

RATE (1)

    

EARNING ASSETS

                

Loans (2)

$3,282,794

$142,683

5.80%

$3,212,799

$138,746

5.76%

    

Taxable securities

1,137,393

21,946

2.57

1,108,055

19,988

2.41

    

Tax-exempt securities (2)

368,209

8,785

3.18

389,094

9,174

3.14

    

Other investments

41,760

1,462

4.67

34,243

1,030

4.01

    

Federal funds sold and other

70,407

1,405

2.66

93,601

2,740

3.90

    

Total earning assets

4,900,563

176,281

4.80

4,837,792

171,678

4.73

    

Nonearning assets

243,133

    

229,966

        

Total assets

$5,143,696

    

$5,067,758

        

INTEREST-BEARING LIABILITIES

                

Time deposits

$751,144

$20,041

3.56%

$741,450

$21,865

3.93%

    

Brokered time deposits

95,634

3,112

4.34

8,751

286

4.36

    

Savings deposits

1,146,098

12,861

1.50

1,096,788

12,087

1.47

    

Demand deposits - interest bearing

1,421,764

24,314

2.28

1,386,390

25,857

2.49

    

Total interest-bearing deposits

3,414,640

60,328

2.36

3,233,379

60,095

2.48

    
                 

Short term borrowings

168,480

5,634

4.46

304,607

11,000

4.81

    

Long term borrowings

86,358

2,987

4.61

88,304

3,098

4.68

    

Total borrowed funds

254,838

8,621

4.51

392,911

14,098

4.78

    
                 

Total interest-bearing liabilities

3,669,478

68,949

2.51

3,626,290

74,193

2.73

    
                 

NONINTEREST-BEARING LIABILITIES

                

 AND STOCKHOLDERS' EQUITY

                

Demand deposits - noninterest bearing

$992,824

    

983,576

        

Other liabilities

54,014

    

57,577

        

Stockholders' equity

427,380

    

400,315

        

TOTAL LIABILITIES AND

                

STOCKHOLDERS' EQUITY

$5,143,696

    

$5,067,758

        

Net interest income and interest rate spread

  

$107,332

2.29%

  

$97,485

2.00%

    

Net interest margin

    

2.92%

    

2.69%

    
                 

(1) Interest and yields are calculated on a tax-equivalent basis where applicable.

                

(2) For 2025, adjustments of $322,000 and $1.6 million, respectively, were made to tax equate income on tax exempt loans and tax exempt securities.  For 2024, adjustments of $228,000 and $1.6 million, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal federal income tax rate of 21%, less disallowances.

    
                 
             

Reconciliation of Total Assets to Tangible Assets

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  
 

2025

2025

2025

2024

2024

2025

2024

  

Total Assets

$5,235,575

$5,178,428

$5,157,040

$5,118,924

$5,236,503

$5,235,575

$5,236,503

  

Less Goodwill and other intangibles

186,013

186,731

187,466

188,200

188,340

186,013

188,340

  

Tangible Assets

$5,049,562

$4,991,697

$4,969,574

$4,930,724

$5,048,163

$5,049,562

$5,048,163

  

Average Assets

5,178,998

5,132,661

5,118,767

5,159,901

5,134,062

5,143,696

5,067,758

  

Less average Goodwill and other intangibles

186,479

187,209

187,947

188,256

188,755

187,207

189,391

  

Average Tangible Assets

$4,992,519

$4,945,452

$4,930,820

$4,971,645

$4,945,307

$4,956,489

$4,878,367

  
                 
                 

Reconciliation of Common Stockholders' Equity to Tangible Common Equity

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  
 

2025

2025

2025

2024

2024

2025

2024

  

Stockholders' Equity

$465,949

$437,748

$429,134

$406,028

$439,678

$465,949

$439,678

  

Less Goodwill and other intangibles

186,013

186,731

187,466

188,200

188,340

186,013

188,340

  

Tangible Common Equity

$279,936

$251,017

$241,668

$217,828

$251,338

$279,936

$251,338

  

Average Stockholders' Equity

442,556

425,249

414,021

428,646

417,327

427,380

400,315

  

Less average Goodwill and other intangibles

186,479

187,209

187,947

188,256

188,755

187,207

189,391

  

Average Tangible Common Equity

$256,077

$238,040

$226,074

$240,390

$228,572

$240,173

$210,924

  
                 
                 

Reconciliation of Net Income, Less Merger and Certain Items

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  
 

2025

2025

2025

2024

2024

2025

2024

  

Net income

$12,461

$13,910

$13,578

$14,391

$8,535

$39,949

$31,558

  

System conversion / Acquisition related costs - after tax

2,467

0

0

82

0

2,467

0

  

Net loss (gain) on asset/security sales - after tax

760

(137)

1,056

70

(32)

1,680

2,050

  

Net income - Adjusted

$15,688

$13,773

$14,634

$14,543

$8,503

$44,097

$33,608

  

Diluted EPS excluding merger and certain items

$0.42

$0.37

$0.39

$0.39

$0.23

$1.17

$0.90

  

Return on Average Assets excluding system conversion, merger and certain items (Annualized)

1.21%

1.07%

1.14%

1.13%

0.66%

1.14%

0.88%

  

Return on Average Equity excluding system conversion, merger and certain items  (Annualized)

14.18%

12.96%

14.14%

13.57%

8.15%

13.76%

11.19%

  

Return on Average Tangible Equity excluding system conversion, merger costs and certain items (Annualized)

24.51%

23.14%

25.89%

24.20%

14.88%

24.48%

21.24%

  
                 
                 

Efficiency ratio excluding certain items

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  
 

2025

2025

2025

2024

2024

2025

2024

  

Net interest income, tax equated

$36,940

$35,554

$34,837

$33,364

$32,483

$107,332

$97,485

  

Noninterest income

11,430

12,122

10,481

11,413

12,340

34,032

30,302

  

Net loss (gain) on asset/security sales

962

(173)

1,337

89

(41)

2,127

2,594

  

Net interest income and noninterest income adjusted

49,332

47,503

46,655

44,866

44,782

143,491

130,381

  

Noninterest expense less intangible amortization

30,961

26,440

27,791

25,260

26,446

85,193

78,570

  

System conversion / Acquisition related costs

3,123

0

0

92

0

3,123

0

  

Noninterest expense adjusted

27,838

26,440

27,791

25,168

26,446

82,070

78,570

  

Efficiency ratio excluding certain items

56.43%

55.66%

59.57%

56.10%

59.05%

57.20%

60.26%

  
                 
               

Net interest margin excluding acquisition marks and PPP interest and fees

For the Three Months Ended

For the Nine Months Ended

  
 

Sept. 30,

June 30,

March 31,

Dec. 31,

Sept. 30,

Sept. 30,

Sept. 30,

  
 

2025

2025

2025

2024

2024

2025

2024

  

Net interest income, tax equated

$ 36,940

$ 35,554

$ 34,837

$ 33,364

$ 32,483

$ 107,332

$ 97,485

  

Acquisition marks

1,677

1,731

2,151

1,953

2,123

5,559

6,884

  

PPP interest and fees

0

0

0

0

1

0

2

  

Adjusted and annualized net interest income

141,052

135,292

130,744

125,644

121,436

135,697

120,799

  

Average earning assets

4,922,275

4,886,771

4,892,311

4,912,702

4,890,344

4,900,563

4,837,792

  

Less PPP average balances

89

95

105

112

118

98

167

  

Adjusted average earning assets

4,922,186

4,886,676

4,892,206

4,912,590

4,890,226

4,900,465

4,837,625

  

Net interest margin excluding marks and PPP interest and fees

2.87%

2.77%

2.67%

2.56%

2.48%

2.77%

2.50%

  
 

Exhibit 99.2

 

 

 

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Exhibit 99.3

ex_873752img001.jpgex_873752img002.jpg

 

Farmers National Banc Corp. and Middlefield Banc Corp.

Announce Definitive Merger Agreement

 

 

-

The merger will create the region’s premier community banking franchise with over $7 billion total assets
 

-

Unlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise
 

-

83 branches serving Northeast and Central Ohio and Western Pennsylvania
 

-

Enhances profitability profile through increased operating leverage
 

-

Accretive to pro forma TCE/TA
 

-

Transaction expected to close by the end of the first quarter of 2026 after shareholder and regulatory approvals

 

CANFIELD, Ohio and MIDDLEFIELD, Ohio – October 22, 2025 -- Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company (“Middlefield Bank”), jointly announced today the signing of a definitive merger agreement (the “Agreement”) pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction. The Agreement was unanimously approved by the boards of directors of both companies.

 

Pursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on October 20, 2025, the proposed transaction is valued at approximately $299.0 million, or $36.17 per Middlefield share. The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals. The transaction is expected to close by the end of the first quarter of 2026.

 

At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ Board of Directors. For additional information about the proposed merger, please see the Investor Presentation – Merger, furnished as Exhibit 99.4 to Farmers’ Form 8-K filed on October 22, 2025.

 

Kevin J. Helmick, President and CEO of Farmers, stated, “We are excited to announce the merger with Middlefield. This is our seventh bank acquisition in the last 10 years and reflects our proven track record of executing and integrating strategic M&A. The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth. We know Middlefield and its markets well, and this partnership not only deepens our presence in Northeast Ohio but meaningfully expands our footprint across Central and Western Ohio markets. This includes the Columbus region, where we are making strategic investments to expand in Ohio’s largest and fastest-growing market. Together, we will create a larger, more diversified institution with enhanced scale, deeper relationships, and a stronger foundation to drive long-term shareholder value.”

 

Ronald L. Zimmerly, Jr., President and Chief Executive Officer of Middlefield, commented, “Joining Farmers represents an exciting next chapter for Middlefield and the communities we serve. Our customers will benefit from a broader suite of financial products and advanced digital capabilities, while continuing to receive the same personalized service and local decision-making that define our culture. This merger enhances our ability to grow and support our stakeholders and deliver meaningful value for our shareholders.”

 

Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank and Middlefield Bank’s branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4 billion in assets and 83 branch locations throughout Ohio and western Pennsylvania.

 

As of September 30, 2025, Middlefield had total assets of approximately $2.0 billion, which included total loans of $1.6 billion, deposits of $1.6 billion and stockholders’ equity of $224.1 million.

 

Janney Montgomery Scott LLC. is serving as financial advisor to Farmers and Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to Farmers on the transaction. Raymond James & Associates, Inc. is serving as financial advisor to Middlefield and Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Middlefield on the transaction.

 

 
 

 

CONFERENCE CALL INFORMATION

 

Farmers will host a conference call on October 22, 2025, at 9:00 a.m. ET, to discuss the acquisition of Middlefield Banc Corp. Participants can join the call by dialing 1-877-407-0752 or 1-201-389-0912. The conference call will also be broadcast simultaneously via webcast on a listen-only basis and can be found here: https://viavid.webcasts.com/starthere.jsp?ei=1738011&tp_key=9334633d73.  

 

A link to the press release, presentation, and webcast will be available at ir.farmersbankgroup.com.

 

A replay of the conference call can be accessed through November 5, 2025, by dialing 1-844-512-2921 or 1-412-317-6671 and Access ID: 13756434.

 

ABOUT FARMERS NATIONAL BANC CORP.

 

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 62 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties in Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at September 30, 2025 are $4.6 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

 

About Middlefield Banc Corp.

 

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.

 

Additional information is available at www.middlefieldbank.bank

 

FORWARD LOOKING STATEMENTS

 

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ and Middlefield’s financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ and Middlefield’s control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”

 

Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers’ and Middlefield’s control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers’ or Middlefield’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because required regulatory approvals, shareholder approval or other conditions to the transaction are not obtained or satisfied on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all; Farmers’ and Middlefield's failure to integrate Middlefield and Middlefield Bank with Farmers and Farmers National Bank in accordance with expectations; deviations from performance expectations related to Middlefield and Middlefield Bank ; diversion of management’s attention on the proposed transaction; significant changes in economic conditions in markets where Farmers and Middlefield conduct business which could materially impact credit quality trends; significant changes in U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and effects of U.S. and foreign country tariff policies; general business conditions in the banking industry; the regulatory environment; general fluctuations in interest rates; demand for loans in the market areas where Farmers and Middlefield conduct business; rapidly changing technology and evolving banking industry standards; competitive factors, including increased competition with regional and national financial institutions; and new service and product offerings by competitors and price pressures; and other factors disclosed periodically in Farmers’ and Middlefield’s filings with the Securities and Exchange Commission (the “SEC”).

 

Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by Farmers, Middlefield or on Farmers’ or Middlefield’s behalf, respectively. Forward-looking statements speak only as of the date made, and neither Farmers nor Middlefield assumes any duty and does not undertake to update forward-looking statements.

 

Farmers and Middlefield provide further detail regarding these risks and uncertainties in their respective latest Annual Reports on Form 10-K, including in the risk factors section of their respective latest Annual Reports on Form 10-K, as well as in subsequent SEC filings, available on the SEC’s website at www.sec.gov.

 

 
 

 

OTHER INFORMATION

 

In connection with the proposed merger, Farmers will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement and a prospectus of Farmers, as well as other relevant documents concerning the proposed transaction.

SHAREHOLDERS OF FARMERS AND MIDDLEFIELD AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND PROSPECTUS TO BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, MIDDLEFIELD, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE PROPOSED MERGER, AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS.

 

The respective directors and executive officers of Farmers and Middlefield and other persons may be deemed to be participants in the solicitation of proxies from Farmers and Middlefield shareholders with respect to the proposed merger. Information regarding the directors of Farmers is available in its proxy statement filed with the SEC on March 18, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the executive officers of Farmers is available in its Form 10-K filed with the SEC on March 6, 2025. Information regarding the directors of Middlefield is available in its proxy statement filed with the SEC on April 4, 2025 in connection with its 2025 Annual Meeting of Shareholders and information regarding the directors and executive officers of Middlefield is available in its Form 10-K filed with the SEC on March 13, 2025. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and prospectus to be included in the Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.

 

Investors and security holders will be able to obtain free copies of the registration statement (when available) and other documents filed with the SEC by Farmers through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Farmers will be available free of charge on Farmers’ website at https://www.farmersbankgroup.com or may be obtained from Farmers by written request to Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406, Attention: Investor Relations. Copies of the documents filed or to be filed with the SEC by Middlefield may be obtained without charge from Middlefield by written request to Middlefield Banc Corp., 15985 East High Street, Middlefield, Ohio, 44062, Attention: Julie E. Shaw, Secretary.

 

 

 

Exhibit 99.4

 

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