FARMERS NATIONAL BANC CORP /OH/

Current report

Risks Related to the Merger

Current report

Following the Merger, we may be unable to integrate the business of the Company and Middlefield successfully or realize the anticipated benefits of the Merger.

Current report

The Merger involves the combination of two companies that currently operate as independent companies. The combination of two independent businesses is complex, costly and time-consuming, and we will be required to devote significant management attention and resources to integrating the business practices and operations of Middlefield into ours. Potential difficulties that we may encounter as part of the integration process include the following:

Current report

In addition, we and Middlefield have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process could result in diversion of the attention of each company’s management and the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.

Current report

Any of these issues could adversely affect each company’s ability to maintain relationships with depositors, borrowers, employees and other constituencies or achieve the anticipated benefits of the Merger or could reduce each company’s earnings or otherwise adversely affect our business, results of operations and financial condition following the Merger.

Current report

We have incurred, and will incur, significant transaction-related costs in connection with the Merger.

Current report

We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of filing, printing and mailing a joint proxy statement/prospectus, and filing and other fees to be paid to Securities and Exchange Commission (the “SEC”) and other regulatory agencies in connection with the Merger. These fees and costs will be significant. If the Merger is not completed, we may have to recognize these expenses without realizing the expected benefits of the Merger.

Current report

In addition, we also expect to incur a number of non-recurring transaction-related costs associated with combining the operations of the two companies and achieving desired synergies. Additional unanticipated costs may be incurred in the integration of our business with the business of Middlefield. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

Current report

We may not consummate the Merger on the terms currently contemplated or at all.

Current report

We may not consummate the Merger, which is subject to the satisfaction of customary closing conditions. These conditions include, but are not limited to, (a) the approval of the Merger by the shareholders of the Company; (b) the approval of the Merger by the shareholders of Middlefield; (c) the approval for listing on The NASDAQ Stock Market, subject to official notice of issuance, of the Company common shares to be issued in the Merger; (d) the effectiveness of the registration statement on Form S-4 to be filed by the Company with the SEC to register the Company common shares to be issued to the shareholders of Middlefield in the Merger; (e) the absence of any injunctions or other legal restraints preventing or rendering illegal the transactions contemplated by the Merger Agreement; (f) the receipt of regulatory and other governmental approvals required to consummate the Merger and the bank merger and the expiration of applicable waiting periods; (g) the accuracy of specified representations and warranties of each party; and (h) the receipt by each party of an opinion from its legal counsel to the effect that the Merger will qualify as a “reorganization” for U.S. federal income tax purposes. In addition, satisfying the conditions to and completion of the Merger may take longer, and could cost more, than we currently expect. There can be no assurance that such conditions will be satisfied or that the Merger will be consummated on the terms currently contemplated or at all.

Current report

Failure to complete the Merger could negatively impact the price of our common shares and have a material adverse effect on our results of operations, cash flows and financial position.

Current report

If the Merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

Current report

If the Merger is not completed, the risks described above may materialize and they may have a material adverse effect on our results of operations, liquidity, financial condition and the price of our common shares.

Current report

The synergies attributable to the Merger may vary from expectations.

Current report

We may fail to realize the anticipated benefits and synergies expected from the Merger, which could adversely affect our business, financial condition and results of operations. The success of the Merger will depend, in significant part, on our ability to successfully integrate the acquired business, grow our revenue and realize the anticipated strategic benefits and synergies from the combination. However, achieving these goals requires, among other things, realization of the targeted cost synergies expected from the Merger. This growth and the anticipated benefits of the transaction may not be realized fully, or at all, or may take longer to realize than expected. Actual operating, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Merger within the anticipated timing or at all, our business, financial condition and results of operations may be adversely affected.

Current report

The market price for our common shares may decline in the future as a result of the Merger.

Current report

The market price of our common shares may decline in the future as a result of the Merger for a number of reasons, including due to:

Current report

These factors are, to some extent, beyond our control. As a consequence, our shareholders could lose the value of their investment in our common shares.

Previous report

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 except as set forth below: