Wallace Amber B 4

What Happened

• Amber B. Wallace, Senior EVP & Chief Retail & Marketing Officer at Farmers National Banc Corp (FMNB), received a vesting award and additional restricted shares, made two small open-market purchases, and had shares withheld to cover tax withholding.
• On 2026-02-20 Wallace had 5,839 performance shares vest (award, code A) valued at $13.60 each ($79,410). Simultaneously 2,782 shares were surrendered/withheld to cover tax liability (code F) at $13.60 each ($37,835). Earlier, she bought 14 shares on 2026-01-02 at $13.35 ($187) and 15 shares on 2026-02-02 at $13.02 ($195). On 2026-02-24 she was granted 2,929 restricted shares (award, $0 reported; restrictions lapse per footnote).
• The purchases are small open-market buys (modestly bullish signal); the withheld shares were a routine tax-withholding event tied to the vesting.

Key Details

• Transactions and prices:
  • 2026-01-02: Purchased 14 shares @ $13.35 (P) — $187
  • 2026-02-02: Purchased 15 shares @ $13.02 (P) — $195
  • 2026-02-20: Vesting award of 5,839 performance shares @ $13.60 (A) — ~$79,410
  • 2026-02-20: 2,782 shares withheld/disposed for tax liability @ $13.60 (F) — ~$37,835
  • 2026-02-24: Grant of 2,929 restricted shares @ $0.00 (A) — $0 reported
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes from the filing:
  • F1/F2: Purchases were pursuant to the Farmers National Banc Corp. Share Ownership Plan.
  • F3: The 5,839-share award reflects performance shares that vested on the third anniversary based on the company’s return on equity.
  • F4: The 2,929-share award is restricted stock; restrictions lapse on the third anniversary of the grant.
• Timeliness: The report covers transactions through 2026-02-20 and was filed 2026-02-24. That suggests the Form 4 was filed one business day after the typical two-business-day deadline for a 2/20 transaction; the filing delay is minor but noted.

Context

• Performance-share vesting is an award tied to company performance (not an open-market purchase). The tax-withholding (F) indicates shares were surrendered to cover taxes — a routine administrative step, not an independent sale decision.
• The two small open-market purchases (29 shares total, roughly $382 combined) are modest purchases by an insider and are more informative than the withholding disposition.