Farmers National Banc Corp., the holding company for The Farmers National Bank of Canfield, and Middlefield Banc Corp., the holding company for The Middlefield Banking Company, jointly announced the signing of a definitive merger agreement pursuant to which Middlefield will merge with and into Farmers in an all-stock transaction. The Agreement was unanimously approved by the boards of directors of both companies.
Pursuant to the Agreement, each share of Middlefield common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 2.6 shares of Farmers common stock. Based on Farmers’ closing share price of $13.91 on October 20, 2025, the proposed transaction is valued at approximately $299.0 million, or $36.17 per Middlefield share. The merger is expected to qualify as a tax-free reorganization. The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals. The transaction is expected to close by the end of the first quarter of 2026.
At the close of the transaction, Farmers intends to appoint two Middlefield directors to Farmers’ Board of Directors. For additional information about the proposed merger, please see the Investor Presentation – Merger, filed as Exhibit 99.4 to Farmers’ Form 8-K filed on October 22, 2025.
Kevin J. Helmick, President and CEO of Farmers, stated, “We are excited to announce the merger with Middlefield. This is our seventh bank acquisition in the last 10 years and reflects our proven track record of executing and integrating strategic M&A. The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth. We know Middlefield and its markets well, and this partnership not only deepens our presence in Northeast Ohio but meaningfully expands our footprint across Central and Western Ohio markets. This includes the Columbus region, where we are making strategic investments to expand in Ohio’s largest and fastest-growing market. Together, we will create a larger, more diversified institution with enhanced scale, deeper relationships, and a stronger foundation to drive long-term shareholder value.”
Ronald L. Zimmerly Jr., President and Chief Executive Officer of Middlefield, commented, “Joining Farmers represents an exciting next chapter for Middlefield and the communities we serve. Our customers will benefit from a broader suite of financial products and advanced digital capabilities, while continuing to receive the same personalized service and local decision-making that define our culture. This merger enhances our ability to grow and support our stakeholders and deliver meaningful value for our shareholders.”
Upon consummation of the transaction, Middlefield Bank will be merged with and into Farmers National Bank and Middlefield Bank’s branches will become branches of Farmers National Bank. Upon closing, Farmers estimates it will have approximately $7.4 billion in assets and 83 branch locations throughout Ohio and western Pennsylvania.
As of September 30, 2025, Middlefield had total assets of approximately $2.0 billion, which included total loans of $1.6 billion, deposits of $1.6 billion and stockholders’ equity of $224.1 million.
Janney Montgomery Scott LLC. is serving as financial advisor to Farmers and Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to Farmers on the transaction. Raymond James & Associates, Inc. is serving as financial advisor to Middlefield and Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Middlefield on the transaction.