Farmers National Banc and Middlefield Banc to Combine in All-Stock Merger
Merger Announcement: Farmers National Banc (FMNB) and Middlefield Banc (MBCN) have signed a definitive merger agreement, with Middlefield merging into Farmers in an all-stock transaction valued at approximately $299 million.
Share Conversion Details: Each share of Middlefield common stock will be converted into 2.6 shares of Farmers common stock, with the transaction expected to close by the end of the first quarter of 2026, pending shareholder and regulatory approvals.
Board Composition Changes: Upon completion of the merger, Farmers will appoint two directors from Middlefield to its board, and Middlefield Bank will be merged into Farmers National Bank, with its branches becoming part of Farmers.
Financial Overview: After the merger, Farmers is projected to have around $7.4 billion in assets and 83 branches, while Middlefield reported total assets of approximately $2 billion as of September 30.
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- Merger Proposal Support: Middlefield Banc Corp. announced that independent advisory firm ISS has recommended shareholders vote in favor of the merger with Farmers National Banc Corp. at the Special Meeting on February 10, 2026, indicating positive market sentiment that could bolster shareholder confidence.
- Shareholder Voting Reminder: Middlefield urges shareholders who have not yet voted to do so promptly to support the merger and other proposals before the February 9, 2026 deadline, aiming to enhance shareholder engagement and expedite the merger process.
- Asset Overview: As of September 30, 2025, Middlefield Bank reported total assets of $1.98 billion and operates 21 full-service banking centers, with the merger expected to further expand market share and service network, enhancing overall competitiveness.
- Regulatory Filing Submission: Middlefield and Farmers have filed relevant materials with the SEC, including a Registration Statement for the merger, ensuring transparency and compliance in the merger process, which is crucial for maintaining investor trust.
- Merger Proposal Support: Middlefield Banc Corp.'s merger proposal has received a recommendation from independent proxy advisory firm ISS, urging shareholders to vote in favor at the Special Meeting on February 10, 2026, indicating strong market confidence in the merger's potential to enhance shareholder value.
- Shareholder Voting Reminder: Middlefield is encouraging shareholders who have not yet voted to do so promptly to ensure participation before the deadline, a strategic move aimed at increasing shareholder engagement and expediting the merger process.
- Asset Overview: As of September 30, 2025, Middlefield Banc Corp. reported total assets of $1.98 billion and operates 21 full-service banking centers, providing a robust asset base that supports business integration post-merger and is expected to enhance competitive positioning in the market.
- Regulatory Filing Submission: Middlefield and Farmers have filed relevant merger materials with the SEC, including a Registration Statement and joint proxy statement, ensuring transparency and compliance throughout the merger process, which aims to bolster investor confidence and encourage active shareholder participation.
- Revenue Growth: Farmers National reported Q4 revenue of $49.11 million for 2025, indicating robust performance in the market that is likely to enhance investor confidence moving forward.
- Net Interest Margin Improvement: The net interest margin increased to 3.05% in Q4 2025 from 3.00% in Q3 2025, and up from 2.72% in Q4 2024, reflecting enhanced profitability for the company.
- Customer Deposit Growth: Customer deposits (excluding brokered CDs) grew by $151 million in 2025, representing a 3.6% increase, which highlights the company's successful strategy in attracting deposits and strengthening liquidity.
- Decline in Nonperforming Loans: Nonperforming loans decreased to $26.2 million in Q4, down from $35.3 million in Q3, demonstrating effective risk management and improved asset quality within the company.
- Profit Growth: Farmers National Bancorp reported a fourth-quarter profit of $14.64 million, or $0.39 per share, which is an increase from $14.39 million and $0.38 per share in the same period last year, indicating stable profitability improvement.
- Adjusted Earnings: Excluding items, the adjusted earnings were $15.15 million, or $0.40 per share, demonstrating a stronger performance in core operations and reflecting effective cost management.
- Revenue Increase: The company's revenue rose 13.1% to $37.02 million from $32.73 million last year, highlighting business expansion and increased market demand, which is crucial for sustaining growth.
- Financial Health: The overall improvement in financial performance not only boosts investor confidence but also lays a solid foundation for future strategic investments and expansions, showcasing the company's resilience in a competitive market.
- Sustained Profitability: Farmers National Banc Corp. has achieved 172 consecutive quarters of profitability, reporting a net income of $14.6 million and diluted earnings per share of $0.39 for Q4 2025, highlighting the company's ongoing strength in community banking.
- Improved Net Interest Margin: The net interest margin increased to 3.05% in Q4 2025 from 3.00% in Q3 2025 and 2.72% in Q4 2024, reflecting lower funding costs due to interest rate cuts, which are expected to continue driving revenue growth in the future.
- Decline in Nonperforming Loans: Nonperforming loans decreased from $35.3 million in Q3 2025 to $26.2 million in Q4 2025, demonstrating effective credit quality management and enhancing investor confidence in the company's risk management capabilities.
- Stable Deposit Growth: Customer deposits grew by $151 million, or 3.6%, in 2025, with a $35.6 million increase in Q4 excluding public funds, indicating the company's ongoing efforts to attract customer deposits despite a slight decline in total deposits.
- Quarterly Dividend Announcement: Farmers National has declared a quarterly dividend of $0.17 per share, consistent with previous distributions, reflecting the company's stable cash flow and profitability.
- Stable Yield: The forward yield of 5.0% indicates that the company continues to provide attractive returns to shareholders in the current market environment, bolstering investor confidence.
- Payment Schedule: The dividend will be payable on February 27, with a record date of February 13 and an ex-dividend date also set for February 13, ensuring shareholders receive their earnings promptly.
- Enhancing Shareholder Value: By maintaining a consistent dividend policy, Farmers National not only strengthens its relationship with existing shareholders but may also attract more investors seeking stable income, thereby enhancing the company's market appeal.









