FARMERS NATIONAL BANC CORP /OH/ 8-K

What Happened

• Farmers National Banc Corp (FMNB) filed an 8-K on Feb 10, 2026 reporting that shareholders approved the merger agreement dated Oct 22, 2025 between FMNB and Middlefield Banc Corp, and approved an amendment to increase authorized common shares. The special meeting record date was Dec 12, 2025; 33,226,481 of 37,653,183 outstanding shares (~88.24%) were represented.

Key Details

• Merger Agreement (dated Oct 22, 2025) was approved: For 27,575,729; Against 2,430,628; Abstentions 257,384; Broker non-votes 2,962,740.
• Amendment to Articles increasing authorized common shares from 50,000,000 to 75,000,000 was approved: For 29,973,356; Against 3,061,404; Abstentions 191,720. Amendment becomes effective upon filing with the Ohio Secretary of State.
• Share Issuance proposal (to authorize shares to be issued under the Merger Agreement) was approved: For 27,452,908; Against 2,649,302; Abstentions 161,531; Broker non-votes 2,962,740.
• Adjournment proposal received sufficient votes but was not required: For 29,622,184; Against 3,184,167; Abstentions 420,129.
• FMNB issued a joint press release with Middlefield announcing the vote results (attached as Exhibit 99.1).

Why It Matters

• The approvals clear key shareholder hurdles for the planned merger of Middlefield into Farmers National Banc, and authorize the company to issue shares under the merger agreement.
• Increasing authorized common shares to 75 million enables FMNB to issue additional shares as required by the transaction; investors should note this expansion of the authorized share pool (effective on filing).
• These are procedural but material steps toward closing the merger; next actions will include completing any remaining closing conditions and filing the Articles amendment with the Ohio Secretary of State.