FARMERS NATIONAL BANC CORP /OH/ 8-K

What Happened

• Farmers National Banc Corp. (FMNB) filed an 8-K (Regulation FD disclosure) on January 13, 2026 reminding shareholders to vote “FOR” the proposed merger with Middlefield Banc Corp. The companies previously entered into an Agreement and Plan of Merger on October 22, 2025.
• Under the agreement, Middlefield will merge into Farmers, with Farmers as the surviving company. After the corporate merger, The Middlefield Banking Company is expected to 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 related proposals.
• The 8-K attaches a press release dated January 13, 2026 (Exhibit 99.1) reiterating the company’s request that shareholders support the merger.

Key Details

• Merger agreement announced: October 22, 2025.
• 8-K filed / press release date: January 13, 2026 (Exhibit 99.1).
• Special Meeting to vote on merger and proposals: February 10, 2026.
• Structure: Middlefield merges into Farmers (corporate), then Middlefield Banking Company merges into The Farmers National Bank of Canfield (bank), with Farmers and Farmers Bank surviving.

Why It Matters

• Shareholder approval is required for the merger; the company is actively soliciting shareholder votes ahead of the February 10, 2026 Special Meeting. Investors should note the vote date and review any proxy materials for details on effects of the transaction.
• The 8-K provides no new financial terms or regulatory approvals in this filing—only a reminder and attached press release—so investors should look to prior announcements and the proxy for transaction economics and expected impacts.