Adair Alan Troy 4

What Happened

• Adair Alan Troy, Senior EVP & CFO of Farmers National Banc Corp (FMNB), received vested performance shares and a new restricted-stock grant. On 2026-02-20, 8,917 performance shares vested at $13.60/share (reported value $121,271). To cover tax withholding, 8,483 of those shares were surrendered (reported as disposed) at $13.60/share (reported value $115,369). On 2026-02-24 he was granted 3,506 restricted shares (reported at $0.00).

Key Details

• Transaction dates/prices:
  • 2026-02-20: Awarded 8,917 shares @ $13.60 (value $121,271) — performance shares vested.
  • 2026-02-20: 8,483 shares withheld/surrendered for tax liability @ $13.60 (value $115,369).
  • 2026-02-24: Awarded 3,506 restricted shares @ $0.00 (no cash paid).
• Net effect from these entries: +434 shares retained from the vested award (8,917 − 8,483) plus 3,506 newly granted restricted shares = 3,940-share net increase (note: restricted shares are subject to vesting).
• Footnotes:
  • F1: The 8,917 award represents performance shares that vested on the third anniversary of their grant based on the company’s return on equity.
  • F2: The 3,506 award is restricted stock whose restrictions lapse on the third anniversary of the grant.
• Shares owned following the reported transactions: not specified in the filing.
• Filing date: 2026-02-24; report covers transactions dated 2026-02-20 and 2026-02-24 — filing appears timely.

Context

• The 8,483-share disposal is a tax-withholding event (code F), not an open-market sale—this is a routine way companies satisfy tax liabilities when awards vest. The 3,506 shares are restricted and will remain subject to forfeiture/vesting conditions for three years. These entries reflect compensation-related awards rather than directional buying or selling of stock in the open market.