Farmers National Banc (FMNB) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a premier community banking franchise in the Midwest with over $7 billion in assets, expanding presence in Central, Northeast, and Western Ohio, and Western Pennsylvania.

• Highly complementary geographic footprints enable expansion into high-growth Columbus and reinforce dominance in legacy markets.

• Combines two high-performing banks with shared values, customer-centric cultures, and a vision for growth.

• Wealth management and diversified financial services will be extended to new customers, strengthening fee income and relationships.

• Enhances product offerings and digital capabilities while maintaining personalized service.

Financial terms and conditions

• All-stock transaction: Middlefield shareholders receive 2.60 shares of Farmers for each Middlefield share.

• Transaction valued at $299 million ($36.17 per share), with a 64%/36% post-merger ownership split.

• Day 1 tangible book value dilution of 4.4%, with a payback period of approximately 3 years.

• Internal rate of return estimated at ~20%.

• Merger qualifies as a tax-free reorganization.

Synergies and expected cost savings

• Estimated 38% cost savings based on Middlefield's expense run rate, with 80% realized within 12 months post-close.

• $2 million in annual savings expected from core platform conversion, with most cost savings realized by late 2026 and into 2027.

• Additional one-time core conversion costs of approximately $750,000 anticipated in 2026.

• Enhanced profitability through increased operating leverage and cross-selling opportunities.

• Deal value/2027E net income plus fully phased cost saves at 7.7x.