- Farmers National Banc Corp. (FMNB) entered into an **Agreement and Plan of Merger** with Middlefield Banc Corp. on **October 22, 2025**, under which Middlefield will merge into FMNB.  **[709337_0001437749-25-031827_ex_876968.htm:0]** **[709337_0001437749-25-031827_fmnb20251027_8k.htm:1]** **[709337_0001437749-25-031827_ex_876968.htm:2]** 
- Pursuant to the agreement, each common share of Middlefield Banc Corp. will be converted into the right to receive **2.6 common shares of Farmers National Banc Corp.**.  **[709337_0001437749-25-031827_fmnb20251027_8k.htm:1]** **[709337_0001437749-25-031827_ex_876968.htm:3]** 
- Following the merger, the number of directors on Farmers National Banc Corp.'s board will increase by two, and two non-employee directors from Middlefield will be appointed to the FMNB board.  **[709337_0001437749-25-031827_fmnb20251027_8k.htm:1]** 
- As of **October 22, 2025**, Middlefield Banc Corp. had **8,086,886 common shares issued and outstanding**.  **[709337_0001437749-25-031827_ex_876968.htm:10]**

Farmers National Banc Corp. Announces Merger Agreement with Middlefield Banc Corp.

- **Farmers National Banc Corp. (FMNB)** is acquiring **The Middlefield Banking Company (MBCN)** in a **100% stock-for-stock transaction** with an aggregate deal value of **$299.0 million**.  **[0000709337_2195421:0]** **[0000709337_2195421:20]** 
- The acquisition is expected to create a pro forma franchise with **$7.4 billion in assets**, **$5.0 billion in loans**, and **$6.1 billion in deposits**, operating **84 locations**.  **[0000709337_2195421:12]** 
- The transaction is anticipated to be **accretive to EPS by approximately 7% annually** with a **tangible book value earn-back of approximately 3 years**.  **[0000709337_2195421:16]** **[0000709337_2195421:21]** 
- The deal is expected to close by the **end of the first quarter of 2026**.  **[0000709337_2195421:20]**

Farmers National Banc Corp. to acquire The Middlefield Banking Company

- Farmers National Bancorp (FMNB) and Middlefield Bancorp announced a definitive **all-stock merger agreement**.  **[0000709337_2195654_1]** **[0000709337_2195654_3]** 
- Middlefield shareholders will receive **2.6 shares of FMNB common stock** for each Middlefield share, valuing the transaction at approximately **$299 million** or **$36.17 per share** based on FMNB's closing share price on October 20.  **[0000709337_2195654_3]** 
- The combined company will have **$7.2 billion in assets** and **83 branch locations** across Northeast, Central, and Western Ohio and Western Pennsylvania.  **[0000709337_2195654_1]** 
- The transaction is expected to be **7% accretive to diluted EPS in 2027** and result in a **4.4% tangible book value per share dilution**, which is anticipated to be earned back in approximately **three years**.  **[0000709337_2195654_3]** 
- Cost savings are estimated at **38% of Middlefield's expense run rate**, in addition to **$2 million in annual savings** from a new core platform conversion scheduled for **August 2026**.  **[0000709337_2195654_3]** **[0000709337_2195654_6]**

Farmers National Bancorp announces merger agreement with Middlefield Bancorp

- Farmers National Banc Corp. and Middlefield Banc Corp. announced a definitive merger agreement, valued at approximately **$299.0 million**, or **$36.17 per Middlefield share**, based on Farmers' closing share price on October 20, 2025.  **[709337_0001437749-25-031462_ex_873752.htm:0]**  The transaction is expected to close by the **end of the first quarter of 2026** and will create a combined entity with over **$7 billion** in total assets.  **[709337_0001437749-25-031462_ex_873752.htm:0]** 
- For the third quarter of 2025, Farmers National Banc Corp. reported **net income of $12.5 million**, or **$0.33 per diluted share**.  **[709337_0001437749-25-031462_ex_873750.htm:1]**  Excluding certain non-GAAP items, net income was **$15.7 million**, or **$0.42 per diluted share**.  **[709337_0001437749-25-031462_ex_873750.htm:1]** 
- As of September 30, 2025, total assets increased to **$5.24 billion**, with total loans at **$3.34 billion** and total deposits at **$4.40 billion**.  **[709337_0001437749-25-031462_ex_873750.htm:1]** **[709337_0001437749-25-031462_ex_873750.htm:6]** 
- The net interest margin improved to **3.00%** in the third quarter of 2025, up from 2.91% in the second quarter of 2025 and 2.66% in the third quarter of 2024.  **[709337_0001437749-25-031462_ex_873750.htm:1]** **[709337_0001437749-25-031462_ex_873750.htm:2]** 
- The company is transitioning to a new core platform in 2026, which is projected to save approximately **$2.0 million per year**, and restructured **$28.5 million** in securities to expand yield by approximately **220 basis points**.  **[709337_0001437749-25-031462_ex_873750.htm:1]** **[709337_0001437749-25-031462_ex_873750.htm:3]**

Farmers National Banc Corp. Announces Merger Agreement and Q3 2025 Results

- Farmers National Bancorp (FMNB) and Middlefield Bancorp announced a definitive merger agreement on **October 22, 2025**, which will increase FMNB's assets to **$7.2 billion** by adding Middlefield's **$2 billion** in assets.  **[0000709337_2195895_1]** 
- The all-stock transaction values Middlefield at **$299 million** or **$36.17 per share**, with Middlefield shareholders receiving **2.6 shares of FMNB common stock** for each Middlefield share.  **[0000709337_2195895_3]** 
- The merger is anticipated to close in **Q1 2026** and is projected to deliver **7% diluted earnings per share accretion for 2027**, with a **4.4% tangible book value per share dilution** expected to be earned back in approximately **three years**.  **[0000709337_2195895_2]** **[0000709337_2195895_3]** 
- For Q3 2025, FMNB reported its **171st consecutive quarter of profitability**, with solid loan growth of **$34.4 million** (an annualized growth rate of **4.2%**) and a net interest margin expanding to **3%**.  **[0000709337_2195895_3]**

FARMERS NATIONAL BANC CORP /OH/ (FMNB)