FMNB · Farmers National Banc Corp.

This 8-K/A filing by Farmers National Banc Corp. (FMNB) supplements prior merger disclosures under Item 9.01 by providing critical financial exhibits for Middlefield Banc Corp., the acquisition target. Exhibit 23.1 contains the auditor consent from S.R. Snodgrass P.C., dated May 12, 2026, enabling incorporation of their clean audit opinion on Middlefield's 2024 consolidated financial statements, which present total assets of $1.85 billion, net loans of $1.50 billion, and net income of $15.5 million (diluted EPS $1.92). Exhibit 99.1 includes the full audited balance sheet, income statement, and related statements as of/for the year ended December 31, 2024. Exhibit 99.2 provides unaudited Q3 2025 data, showing asset growth to $1.98 billion, deposit expansion to $1.62 billion, and nine-month net income of $16.3 million (diluted EPS $2.01), with provision for credit losses flipping to a $19 thousand recovery. Exhibit 99.3 presents unaudited pro forma condensed combined financials assuming the merger under ASC 805 acquisition accounting, with preliminary purchase price allocation yielding $79.6 million goodwill, $23.1 million core deposit intangible, and significant loan discounts ($35.8 million total, including $15.1 million non-PCD and $13.3 million PCD marks). Pro forma nine-month 2025 net income reaches $63.5 million (diluted EPS $1.08 on 58.8 million shares), while full-year 2024 pro forma net income is $50.2 million (diluted EPS $0.86), reflecting Day 1 credit loss provisions and fair value adjustments. Merger consideration is $302 million based on 8.33 million Middlefield-equivalent shares at Farmers' December 3, 2025 closing price of $13.97, with sensitivity to ±15% share price volatility. These disclosures provide investors with essential data to evaluate merger impacts, accretion potential, and integration risks prior to closing.