Middlefield Banc Corp. and Farmers National Banc Corp. Merger Agreement

Middlefield Banc Corp. and Farmers National Banc Corp. have entered into an Agreement and Plan of Merger, dated October 22, 2025. Under the agreement, Middlefield Banc Corp. will merge with and into Farmers National Banc Corp., with Farmers National Banc Corp. as the surviving entity. The merger will result in each common share of Middlefield Banc Corp. being converted into the right to receive 2.60 common shares of Farmers National Banc Corp. The merger is subject to various conditions, including shareholder approvals, regulatory approvals, and the effectiveness of a registration statement on Form S-4. The merger is expected to close in the first quarter of 2026. The agreement also includes provisions for the merger of their respective banking subsidiaries, The Middlefield Banking Company and The Farmers National Bank of Canfield.