MARKET WIRE NEWS

Farmers National Banc Corp. and Middlefield Banc Corp. Announce Shareholder Approvals for Merger

MWN-AI** Summary

Farmers National Banc Corp. (NASDAQ: FMNB) and Middlefield Banc Corp. (NASDAQ: MBCN) have jointly announced that their shareholders have approved the proposed merger of Middlefield into Farmers. The merger is anticipated to be finalized in the first quarter of 2026. Farmers, founded in 1887 and based in Canfield, Ohio, serves as a diversified financial services provider with total banking assets of $5.2 billion as of December 31, 2025. Its principal subsidiary is The Farmers National Bank of Canfield, which operates 62 banking locations across multiple counties in Ohio and Pennsylvania.

Farmers also includes Farmers Trust Company, which provides trust services in the same geographic regions, boasting wealth management assets amounting to $4.7 billion. Additionally, Farmers National Insurance, LLC, extends a variety of insurance products, enabling the company to offer a comprehensive suite of financial services to its clients.

The merger aims to enhance operational capabilities and create a more competitive financial institution, benefiting from combined resources and market presence. However, the companies caution that the completion of the merger is contingent upon meeting certain conditions that could introduce uncertainties. Forward-looking statements in the announcement indicate that actual outcomes may vary based on future circumstances, including potential delays or failures in closing the transaction.

Farmers and Middlefield are committed to transparency, and updates regarding the merger will be available through their filings with the Securities and Exchange Commission (SEC) and their respective websites. The merger reflects a strategic move to adapt to evolving market dynamics while ensuring sustainable growth for both organizations.

MWN-AI** Analysis

Farmers National Banc Corp. (FMNB) and Middlefield Banc Corp. (MBCN) have seen a significant milestone with the recent shareholder approvals for their merger, anticipated to finalize in the first quarter of 2026. This merger could create a stronger force in the regional banking landscape, enhancing both companies' asset bases and operational efficiencies.

From a financial analyst perspective, this merger is likely to offer considerable benefits, including increased scale and diversification, which could bolster revenue generation and cost synergies. Farmers, with its robust banking and wealth management operations, is expected to leverage Middlefield's existing customer base and geographical presence, thus expanding its footprint in Ohio and Pennsylvania.

Investors should note the potential for enhanced market share and improved competitiveness stemming from the merger. Financial metrics such as return on assets (ROA) and return on equity (ROE) may see positive upward trends as both institutions streamline operations post-merger. However, the timeline until closure introduces a degree of uncertainty, as integration risks, regulatory approvals, and operational challenges can affect profitability.

Stakeholders should also be cognizant of forward-looking statements made by the companies. While optimistic scenarios abound regarding increased scale and efficiency, various risks—such as integration delays, changing regulatory landscapes, and market volatility—could impair projected performance. It is crucial for investors to conduct thorough due diligence and monitor quarterly reports to gauge merger progress and transitions.

In conclusion, Farmers National Banc Corp. and Middlefield Banc Corp. present an appealing opportunity in the regional banking sector post-merger. Yet, prudence dictates that investors remain aware of significant risks and market dynamics as the merger unfolds. As always, diversification and long-term investment horizons should guide decision-making in this evolving landscape.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield, and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company, jointly announced today that shareholders of Farmers and Middlefield each have approved the proposed merger of Middlefield with and into Farmers (the “Merger”). The Merger is expected to be completed during the first quarter of 2026.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $5.2 billion in banking assets at December 31, 2025. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 62 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties in Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at December 31, 2025 are $4.7 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 based upon Farmers’ and Middlefield’s current expectations. . Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward- looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely” or the negative or plural of these words and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”

Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Farmers’ and Middlefield’s control. Numerous uncertainties, risks, and changes could cause or contribute to each of Farmers’ and Middlefield’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the possibility that the closing of the proposed transaction is delayed or does not occur at all because conditions to the transaction are not obtained or satisfied on a timely basis or at all; and other factors disclosed periodically in both Farmers’ and Middlefield’s filings with the Securities and Exchange Commission (the “SEC”) including each of Farmers’ and Middlefield’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 related to the Merger filed with the SEC. Such reports are available on the SEC’s website at www.sec.gov , on Farmers’ website at www.farmersbankgroup.com under the “Investor Relations” section, and on Middlefield’s website at www.middlefieldbank.bank .

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, readers should not rely on any forward-looking statement as a prediction of future events. Any forward-looking statement speaks only as of the date on which it is made, and Farmers and Middlefield expressly disclaims any obligation to update its forward-looking statements whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260210021933/en/

Farmers Contact:
Amber Wallace
Executive Vice President, Chief Retail/Marketing Officer
330-720-6441
awallace@farmersbankgroup.com

FAQ**

How will the merger with Middlefield Banc Corp. (MBCN) impact Farmers National Banc Corp.'s asset management strategies and overall growth projections moving forward?

The merger with Middlefield Banc Corp. is expected to enhance Farmers National Banc Corp.'s asset management strategies by expanding its market reach and resources, consequently boosting overall growth projections through increased economies of scale and diversified service offerings.

What specific synergies does Farmers anticipate from the merger with Middlefield Banc Corp. (MBCN) that could enhance operational efficiency and service offerings?

Farmers anticipates synergies from the merger with Middlefield Banc Corp. through combined operational efficiencies, expanded service offerings, enhanced technology integration, and increased market share, ultimately driving improved customer experience and cost reductions.

Given the potential uncertainties of the merger, what contingency plans does Farmers National Banc Corp. have in place if key conditions related to Middlefield Banc Corp. (MBCN) are not met on time?

Farmers National Banc Corp. has established contingency plans including alternative financing options, strategic partnerships, and operational adjustments to address potential delays or unmet conditions related to the merger with Middlefield Banc Corp. (MBCN).

How does the approval of the merger with Middlefield Banc Corp. (MBCN) align with Farmers National's long-term strategic vision for expanding its footprint in the banking sector?

The approval of the merger with Middlefield Banc Corp. aligns with Farmers National's long-term strategic vision by enhancing its market presence, broadening its customer base, and fostering operational efficiencies, ultimately driving sustainable growth in the banking sector.

**MWN-AI FAQ is based on asking OpenAI questions about Middlefield Banc Corp. (NASDAQ: MBCN).

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