{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-000305","form_type":"8-K","ticker":null,"cik":"0000858800","company_name":"EMCLAIRE FINANCIAL CORP","filed_at":"2023-01-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:48.269809+00:00","generated_at":"2026-06-20T21:08:49.331416+00:00","sec_items":["2.01","3.01","3.03","5.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Emclaire Financial Corp. completes merger with Farmers National Banc Corp.","bullets":["Emclaire shareholders received $40.00 cash or 2.15 shares of Farmers common stock per share, with 70% overall stock election limit.","Effective January 1, 2023, Emclaire merged into FMNB Merger Sub V, LLC, a subsidiary of Farmers.","Emclaire common stock was delisted from Nasdaq and deregistration with the SEC is planned.","All Emclaire directors and executive officers ceased serving in their roles at the effective time."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-000305","json":"https://secwatch.observer/filing/0001193125-23-000305.json","markdown":"https://secwatch.observer/filing/0001193125-23-000305.md","text":"https://secwatch.observer/filing/0001193125-23-000305.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/0001193125-23-000305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/d430099d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T21:08:49.331416+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a71ba62a14a184b29436f5aa8922508d8f9315f9","claim":"EMCLAIRE FINANCIAL CORP: Amended and Restated Articles of Incorporation and Bylaws ceased to be in effect by operation of law due to merger.","evidence_excerpt":"As of the Effective Time, the Amended and Restated Articles of Incorporation and Bylaws of Emclaire ceased to be in effect by operation of law.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/0001193125-23-000305-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"2a2a5ab7e6861ecae7bb78809aa51ad2d89a08e4","claim":"EMCLAIRE FINANCIAL CORP underwent a change of control involving Farmers National Banc Corp. for $40.00 in cash or 2.15 shares of Farmers Common Stock (closed 2023-01-01).","evidence_excerpt":"prior to the Effective Time (except for certain Emclaire Common Stock held directly by Emclaire or Farmers) was converted into the right to receive, without interest, $40.00 in cash (the “Cash Consideration”) or 2.15 shares of common stock, without par value, of Farmers (“Farmers Common Stock”) (the “Stock Consideration” and with the Cash","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/0001193125-23-000305-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Farmers National Banc Corp."},{"label":"Consideration","value":"$40.00 in cash or 2.15 shares of Farmers Common Stock"},{"label":"Closing","value":"2023-01-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}