8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 1, 2023

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

001-35296

34-1371693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


20 South Broad Street, P.O. Box 555, Canfield, Ohio		44406-0555
(Address of principal executive offices)		(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, No Par Value

FMNB

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On March 1, 2023, Farmers National Banc Corp. (the “Company”) issued a press release announcing that its Board of Directors has authorized the purchase of up to 1,000,000 shares of its common stock, no par value (“Common Stock”), or approximately 2.6% of the Company’s currently issued and outstanding shares of Common Stock (the “2023 Share Repurchase Program”). The 2023 Repurchase Program supersedes the Company’s prior share repurchase program approved in 2019 which authorized the purchase of up to 1,500,000 shares of Common Stock, 198,336 of which remained available for repurchase as of February 28, 2023. Repurchases under the 2023 Repurchase Program will be made periodically depending on market conditions and other factors, and may be made in the open market, through block trades, pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Commission or otherwise, and in privately negotiated transactions. Shares of Common Stock repurchased under the 2023 Repurchase Program will be held as treasury stock and will be available for general corporate purposes. The exact number of shares to be repurchased by the Company under the 2023 Repurchase Program is not guaranteed, and repurchases may be commenced or suspended at any time or periodically without prior notice. The 2023 Share Repurchase Program may be modified, suspended or terminated by the Company at any time. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated March 1, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Farmers National Banc Corp.

By:		/s/ Kevin J. Helmick
		Kevin J. Helmick
		President and Chief Executive Officer

Date: March 1, 2023

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Contact:

Amber Wallace

EVP, Chief Retail & Marketing Officer

330-702-8427

[email protected]

Farmers National Banc Corp. Announces New

1,000,000 Share Repurchase Program

March 1, 2023 CANFIELD, Ohio – Farmers National Banc Corp., (NASDAQ: FMNB) Canfield, Ohio, announced today that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to 1,000,000 shares of its common stock exclusive of any fees, commissions or other expenses (the “Program”). Repurchases under the Program will be made periodically depending on market conditions and other factors.

Kevin J. Helmick, President and CEO, stated, “We remain focused on allocating capital to support our growth strategies, dividend policy, and share repurchase programs. To date in 2023, we have repurchased approximately $5.0 million of our common stock. In addition, since 2018, when we paid out $0.38 per share in annual dividends, our annual dividend per share has grown to an annualized amount of $0.68. The repurchases and growth in our dividend reflect our strong financial position and performance, and our longstanding commitment to creating sustained value for our shareholders.”

The Program may be modified, suspended, or terminated by the Company at any time. The Program supersedes the Company’s prior share repurchase program approved in 2019, which authorized the purchase of up to 1,500,000 shares of Common Stock, 198,336 of which remained available for repurchase as of February 28, 2023. The Company had repurchased approximately 1,301,664 shares under the prior program.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with over $5.0 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 65 banking locations throughout Ohio and Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at December 31, 2022 were $3.0 billion.

Cautionary Statements Regarding Forward-Looking Statements

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in certain forward-looking statements include impacts from the length and extent of the economic impacts of the COVID-19 pandemic; significant changes in near-term local, regional, and U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and possibility of a recession; Farmers’ failure to integrate Emclaire and Emlenton with Farmers in accordance with expectations; deviations from performance expectations related to Emclaire and Emlenton; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

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