Farmers National Banc Corp. Urges Shareholder Approval for Highly Dilutive Middlefield Banc Corp. Merger

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This 425 filing provides critical updates on the Farmers National Banc Corp. merger with Middlefield Banc Corp., emphasizing the need for shareholder approval by February 9, 2026. The transaction is significant as it will result in the issuance of over 20% of Farmers' outstanding shares, making it a highly dilutive event for existing shareholders. While the company highlights the strategic benefits, including growing combined assets to over $7.2 billion and enhancing profitability, the substantial share issuance is a key factor for investors to consider. Shareholder approval is the next crucial step for the merger to proceed.

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• Merger Update

  Farmers National Banc Corp. is seeking shareholder approval for its merger with Middlefield Banc Corp., initially announced on October 22, 2025.

• Significant Dilution

  The merger involves issuing over 20% of Farmers' outstanding shares, a material dilutive event for current shareholders.

• Shareholder Vote Required

  A special virtual meeting is scheduled for February 10, 2026, with a voting deadline of February 9, 2026, for shareholders to approve the transaction.

• Strategic Rationale

  The combined entity is projected to have over $7.2 billion in assets and 83 branches, aiming to enhance profitability and drive shareholder value.

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This 425 filing provides critical updates on the Farmers National Banc Corp. merger with Middlefield Banc Corp., emphasizing the need for shareholder approval by February 9, 2026. The transaction is significant as it will result in the issuance of over 20% of Farmers' outstanding shares, making it a highly dilutive event for existing shareholders. While the company highlights the strategic benefits, including growing combined assets to over $7.2 billion and enhancing profitability, the substantial share issuance is a key factor for investors to consider. Shareholder approval is the next crucial step for the merger to proceed.