---
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"
generated_at: "2026-06-20T21:08:49.331416+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Emclaire Financial Corp. completes merger with Farmers National Banc Corp.

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-000305
- form_type: 8-K
- cik: 0000858800
- company_name: EMCLAIRE FINANCIAL CORP
- filed_at: 2023-01-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-000305
- JSON: https://secwatch.observer/filing/0001193125-23-000305.json
- Plain text: https://secwatch.observer/filing/0001193125-23-000305.txt

## Key facts
- Governance Changes
  EMCLAIRE FINANCIAL CORP: Amended and Restated Articles of Incorporation and Bylaws ceased to be in effect by operation of law due to merger.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/0001193125-23-000305-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Farmers National Banc Corp.
  - Consideration: $40.00 in cash or 2.15 shares of Farmers Common Stock
  - Closing: 2023-01-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/858800/000119312523000305/0001193125-23-000305-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.