Farmers National and Middlefield Banc to merge in $299 million deal

CANFIELD, Ohio - Farmers National Banc Corp. (NASDAQ:FMNB) and Middlefield Banc Corp. (NASDAQ:MBCN) announced Wednesday they have signed a definitive merger agreement in an all-stock transaction valued at approximately $299 million.

Under the agreement, each Middlefield share will be converted into 2.6 shares of Farmers common stock, valuing Middlefield at $36.17 per share based on Farmers’ October 20 closing price of $13.91.

The combined entity will have approximately $7.4 billion in assets and 83 branch locations throughout Ohio and western Pennsylvania. The merger will create what the companies describe as a stronger regional community banking franchise with enhanced scale and competitive positioning in the Midwest.

Middlefield currently operates with approximately $2.0 billion in assets, $1.6 billion in loans, and $1.6 billion in deposits as of September 30, 2025.

"This is our seventh bank acquisition in the last 10 years," said Kevin J. Helmick, President and CEO of Farmers. "The merger brings together two high-performing community banks with complementary markets, shared values, and a common vision for growth."

Upon completion, Farmers plans to appoint two Middlefield directors to its Board of Directors. Middlefield Bank will be merged into Farmers National Bank, with Middlefield’s branches becoming Farmers National Bank locations.

The transaction, which is expected to close by the end of the first quarter of 2026, remains subject to shareholder approvals from both companies and customary regulatory approvals.

Janney Montgomery Scott LLC is serving as financial advisor to Farmers, while Raymond James & Associates, Inc. is advising Middlefield on the transaction.

The announcement was made in a press release statement issued by both companies.

In other recent news, Middlefield Banc Corp. announced that its Board of Directors has declared a quarterly cash dividend of $0.21 per common share. This dividend is scheduled to be payable on September 12, 2025, to shareholders who are on record as of August 29, 2025. As of June 30, 2025, Middlefield Banc Corp. reported total assets amounting to $1.92 billion. The company operates 21 full-service banking centers and an LPL Financial brokerage office across various communities in Ohio. Additionally, Middlefield maintains a Loan Production Office in Mentor, Ohio. These developments are part of the company’s ongoing financial and operational activities.

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