FARMERS NATIONAL BANC CORP /OH/
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
FMNB$15.65+1.5%Stored close · as of Nov 9, 2026
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Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K:
| Exhibit Number | Description |
| 2.1 | Agreement and Plan of Merger by and between Farmers National Banc Corp. and Middlefield Banc Corp., dated as of October 22, 2025 (incorporated by reference from exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on October 27, 2025). |
| 3.1 | Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the Commission on October 3, 2001 (File No. 333-70806)). |
| 3.2 | Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2013). |
| 3.3 | Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2018). |
| 3.4 | Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2026). |
| 3.5 | Amended Code of Regulations of Farmers National Banc Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 11, 2025). |
| 4.1 | Description of Capital Stock. (incorporated by reference from Exhibit 4.1 to Farmers' Annual Report on Form 10-K for year ended December 31, 2023 filed with the Commission on March 7, 2024). |
| 4.2 | Form of 3.125% Fixed to Floating Rate Subordinated Note Due 2031 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021). |
| 10.1* | Farmers National Banc Corp. Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 24, 2011). |
| 10.2* | Farmers National Banc Corp. Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on June 29, 2011). |
| 10.3* | Farmers National Banc Corp. Nonqualified Deferred Compensation Plan (as amended and restated effective January 1, 2016) (incorporated by reference from Exhibit 10.4 to Farmers’ Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Commission on March 7, 2017). |
| 10.4* | Farmers National Banc Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 22, 2022). |
| Exhibit Number | Description |
| 10.5* | Farmers National Banc Corp. 2023 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023). |
| 10.6* | Farmers National Banc Corp. 2023 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023). |
| 10.7* | Farmers National Banc Corp. 2023 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023). |
| 10.8* | Farmers National Banc Corp. 2023 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 5, 2023). |
| 10.9* | Farmers National Banc Corp. 2024 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024). |
| 10.10* | Farmers National Banc Corp. 2024 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024). |
| 10.11* | Farmers National Banc Corp. 2024 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024). |
| 10.12* | Farmers National Banc Corp. 2024 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to Farmers’ Quarterly Report on Form 10-Q filed with the Commission on May 9, 2024). |
| 10.13* | Farmers National Banc Corp. 2025 Form of Notice of Grant of Long-term Incentive Plan Awards under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.1 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025). |
| 10.14* | Farmers National Banc Corp. 2025 Form of Performance-based Equity Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.2 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025). |
| 10.15* | Farmers National Banc Corp. 2025 Form of Service-based Restricted Stock Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.3 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025). |
| 10.16* | Farmers National Banc Corp. 2025 Form of Performance-based Cash Award under 2022 Equity Incentive Plan (incorporated by reference from exhibit 10.4 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on May 8, 2025). |
| 10.17* | Farmers National Banc Corp. Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on April 29, 2011). |
| 10.18 | Nonemployee Director Compensation (filed herewith). |
| 10.19* | Farmers National Banc Corp. Third Amended and Restated Executive Separation Policy, as amended (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 7, 2024). |
| 10.20* | Form of Chief Executive Officer Change in Control Agreement (filed herewith). |
| 10.21* | Form of Senior Executive Change in Control Agreement (incorporated by reference from Exhibit 10.1 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on August 7, 2025). |
| 10.24* | Form of Executive Change in Control Agreement (incorporated by reference from Exhibit 10.2 to Farmers' Quarterly Report on Form 10-Q filed with the Commission on August 7, 2025). |
| 10.25* | Form of Subordinated Note Purchase Agreement by and between Farmers National Banc Corp. and the several Purchasers named therein, dated November 17, 2021 (incorporated by reference from Exhibit 10.1 to Farmers’ Current Report on Form 8-K filed with the Commission on November 17, 2021). |
| Exhibit Number | Description |
| 14 | Farmers National Banc Corp. Code of Business Conduct and Ethics (incorporated by reference from exhibit 14.1 to Farmers' Annual report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 6, 2025). |
| 19 | Farmers National Banc Corp. Insider Trading Policy (incorporated by reference from exhibit 19.1 to Farmers' Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on March 6, 2025). |
| 21 | Subsidiaries of Farmers (filed herewith). |
| 23.1 | Consent of Independent Registered Public Accounting Firm (filed herewith). |
| 24 | Powers of Attorney of Directors and Executive Officers (filed herewith). |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (filed herewith). |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (filed herewith). |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350 of Kevin J. Helmick, President and Chief Executive Officer of Farmers (principal executive officer) (filed herewith). |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350 of Troy Adair, Executive Vice President and Treasurer of Farmers (principal financial officer) (filed herewith). |
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language), filed herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. |
| 104 | The cover page from the Company’s Annual report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL. |
- Constitutes a management contract or compensatory plan or arrangement.
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Troy Adair, Executive Vice President, Secretary and Chief Financial Officer, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.
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