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FARMERS NATIONAL BANC CORP /OH/

For the period ended Apr 16, 2026. Filed Mar 16, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 16, 2026 · Filed Mar 16, 2026

FMNB$15.42-0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

**☐**Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

20 SOUTH BROAD STREET,

CANFIELD, OHIO 44406

To Our Shareholders:

You are cordially invited to the 2026 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 16, 2026 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting athttps://meetnow.global/M554R27, where you will be able to vote electronically and submit questions during the meeting.

During the Annual Meeting, you will be asked to: (i) elect four Class I directors whose terms will expire at the Annual Meeting in 2029; (ii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; (iii) consider and vote upon a proposal to ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iv) consider the adoption and approval of the Farmers National Banc Corp. 2026 Equity Incentive Plan.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.

Sincerely,

KEVIN J. HELMICK

President and Chief Executive Officer

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 16, 2026

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 16, 2026 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at* https://meetnow.global/M554R27*, where you will be able to vote electronically and submit questions during the meeting.

The 2026 Annual Meeting will be held for the following purposes:

  1. to elect four Class I directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2029;

  2. to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

  3. to consider and vote upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

  4. to consider and vote upon a proposal to approve the adoption of the Farmers National Banc Corp. 2026 Equity Incentive Plan; and

  5. to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.

The Board of Directors has fixed the close of business on February 25, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote “FOR” the election of each of the director nominees included in Proposal Number 1 and “FOR” each of Proposal Numbers 2, 3, and 4.

By Order of the Board of Directors,

TROY ADAIR

Senior Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING2
When and Where will the Annual Meeting be Held?2
Why did I Receive these Proxy Materials?2
Who may Vote during the Annual Meeting?2
What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?2
How do I Vote?2
How will My Shares be Voted?2
Voting of Shares held in Street Name – Broker Non-Votes3
Can Other Matters be Decided during the Annual Meeting?3
May I Revoke or Change My Vote?3
Who Pays the Cost of Proxy Solicitation?3
How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?3
What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?4
CORPORATE GOVERNANCE5
The Board of Directors — Independence5
Certain Relationships and Related Transactions5
Attendance at Meetings5
Board Leadership Structure and Role in Risk Oversight5
Committees of the Board of Directors6
Audit Committee6
Compensation Committee6
Corporate Governance and Nominating Committee7
Board Enterprise Risk Management Committee7
Executive Committee7
Policies of the Board of Directors7
Majority Withheld Vote7
Director Nominations8
Board Diversity8
Code of Regulations8
Corporate Governance Guidelines8
Shareholder Proposals for 2027 Annual Meeting9
Shareholder Communications with Directors10
Section 16(a) Beneficial Ownership Reporting Compliance10
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES11
PROPOSAL ONE — ELECTION OF DIRECTORS15
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS20
PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION22
Required Vote and Board22
COMPENSATION DISCUSSION AND ANALYSIS23
Introduction23
Executive Summary and 2025 Highlights23
Summary of 2025 Compensation Results23
Compensation Committee’s Philosophy on Executive Compensation24
Role of the Compensation Committee in Determining Executive Compensation24
Role of Compensation Consultant25
Say-on-Pay Consideration25
Peer Group Evaluation and Executive Compensation Benchmarks25
2025 Named Executive Officers Compensation26
Base Salary26
Annual Incentive Plan26
Long-Term Incentive Plans28
Results of 2023-25 Long-Term Incentive Awards28
Clawback Policy29
401(k) Plan and Company Contributions30
Nonqualified Deferred Compensation Plan30
Perquisites and Other Compensation30
Other Elements of Our Executive Compensation Programs30
Employment Agreements, Separation Policy and Change in Control Arrangements30
Stock Ownership Guidelines and Anti-Hedging Policy31
Tax Deductibility31
Director Compensation31
Oversight and Risk Management of Compensation Programs31
Compensation Committee Interlocks and Insider Participation31
THE COMPENSATION COMMITTEE REPORT32
EXECUTIVE COMPENSATION AND OTHER INFORMATION33
Summary of Cash and Certain Other Compensation33
2025 Grants of Plan Based Awards34
2025 Named Executive Officer Compensation Components35
2025 Outstanding Equity Awards at Fiscal Year-End37
2025 Option Exercises and Stock Vested38
Summary of Equity Awards Vested in 202538
2025 Nonqualified Deferred Compensation38
Employment Agreements, Change in Control Agreements, Executive Separation Policy38
2025 Potential Payments Upon Termination or Change in Control40
EQUITY COMPENSATION PLAN INFORMATION42
2025 DIRECTOR COMPENSATION43
PAY VERSUS PERFORMANCE44
CEO PAY RATIO DISCLOSURE47
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS48
PROPOSAL THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM49
Independent Registered Public Accounting Firm Fees49
Pre-Approval of Fees49
PROPOSAL FOUR — ADOPTION AND APPROVAL OF THE FARMERS NATIONAL BANC CORP. 2026 EQUITY INCENTIVE PLAN50
Background50
Highlights of the 2026 Incentive Plan50
Summary Description of the 2026 Incentive Plan51
Types of Awards51
Shares Available for Awards51
Effect of Termination of Employment or Service52
Change in Control52
Other Terms and Conditions52
Amendment or Termination53
U.S. Federal Income Tax Consequences53
New Plan Benefits53
Vote Required53
HOUSEHOLDING OF ANNUAL MEETING MATERIALS54
INCORPORATION BY REFERENCE55
APPENDIX A: FARMERS NATIONAL BANC CORP. – Reconciliation of Non-GAAP Financial MeasuresA-1
APPENDIX B: FARMERS’ NATIONAL BANC CORP. 2026 EQUITY INCENTIVE PLANB-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.