CANFIELD, Ohio & MIDDLEFIELD, Ohio--(BUSINESS WIRE)--Farmers National Banc Corp. (“Farmers”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), and Middlefield Banc Corp. (“Middlefield”) (NASDAQ: MBCN), the holding company for The Middlefield Banking Company (“Middlefield Bank”), jointly announced today the signing of a definitive merger agreement (the “Agreement”) pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction. The Agreement was unanimously approved by the boards of directors of both companies.
Pursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on October 20, 2025, the proposed transaction is valued at approximately $299.0 million, or $36.17 per Middlefield share. The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals. The transaction is expected to close by the end of the first quarter of 2026.
At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ Board of Directors. For additional information about the proposed merger, please see the Investor Presentation – Merger, filed as Exhibit 99.4 to Farmers’ Form 8-K filed on October 22, 2025.
Kevin J. Helmick, President and CEO of Farmers, stated, “We are excited to announce the merger with Middlefield. This is our seventh bank acquisition in the last 10 years and reflects our proven track record of executing and integrating strategic M&A. The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth. We know Middlefield and its markets well, and this partnership not only deepens our presence in Northeast Ohio but meaningfully expands our footprint across Central and Western Ohio markets. This includes the Columbus region, where we are making strategic investments to expand in Ohio’s largest and fastest-growing market. Together, we will create a larger, more diversified institution with enhanced scale, deeper relationships, and a stronger foundation to drive long-term shareholder value.”
Ronald L. Zimmerly, Jr., President and Chief Executive Officer of Middlefield, commented, “Joining Farmers represents an exciting next chapter for Middlefield and the communities we serve. Our customers will benefit from a broader suite of financial products and advanced digital capabilities, while continuing to receive the same personalized service and local decision-making that define our culture. This merger enhances our ability to grow and support our stakeholders and deliver meaningful value for our shareholders.”
Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank and Middlefield Bank’s branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4 billion in assets and 83 branch locations throughout Ohio and western Pennsylvania.
As of September 30, 2025, Middlefield had total assets of approximately $2.0 billion, which included total loans of $1.6 billion, deposits of $1.6 billion and stockholders’ equity of $224.1 million.
Janney Montgomery Scott LLC. is serving as financial advisor to Farmers and Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to Farmers on the transaction. Raymond James & Associates, Inc. is serving as financial advisor to Middlefield and Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Middlefield on the transaction.
CONFERENCE CALL INFORMATION
Farmers will host a conference call on October 22, 2025, at 9:00 a.m. ET, to discuss the acquisition of Middlefield Banc Corp. Participants can join the call by dialing 1-877-407-0752 or 1-201-389-0912. The conference call will also be broadcast simultaneously via webcast on a listen-only basis and can be found here: https://viavid.webcasts.com/starthere.jsp?ei=1738011&tp_key=9334633d73.
A link to the press release, presentation, and webcast will be available at ir.farmersbankgroup.com.
A replay of the conference call can be accessed through November 5, 2025, by dialing 1-844-512-2921 or 1-412-317-6671 and Access ID: 13756434.
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. 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 September 30, 2025 are $4.6 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.
About Middlefield Banc Corp.
Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.
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Additional information is available at www.middlefieldbank.bank