Farmers National Banc Corp. to acquire Middlefield Banc Corp. in stock-for-stock merger

FARMERS NATIONAL BANC CORP /OH/

Middlefield shareholders will receive 2.6 FMNB common shares per Middlefield share; merger expected to close in Q1 2026.
Two Middlefield non-employee directors to join Farmers' board (Class II and Class III).
Directors of both companies entered into voting agreements to support the merger.
Termination fee of $12M payable by Middlefield under certain conditions; merger may be terminated if FMNB stock price drops below 80% of starting price relative to Nasdaq Bank Index.
Conditions include shareholder approvals from both companies, regulatory approvals, and effectiveness of S-4 registration statement.

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