Farmers National Banc Corp 10-K/A, filed Aug 7, 2024
Farmers National Banc Corp (FMNB)
10-K/A
2024-08-07
For: 2023-12-31
View Original
Added on
April 11, 2026
About this 10-K/A
Farmers National Banc Corp filed this 10-K/A on August 7, 2024, covering the fiscal year ended December 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31 , 2023
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-35296
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Registrant’s telephone number, including area code: 330 -533-3341
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered | |
Common Shares, no par value |
The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued ☐
financial
statements. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
((§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | ☒ | ||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Exchange Act). Yes ☐ No As of June 30, 2021, the estimated aggregate market value of the registrant’s common shares, no par value (the only common equity of the registrant), held by 402.4 million based upon the last sales price as of June 30, 2021 reported on NASDAQ. (The exclusion from such amount of the market value of the common shares owned by any person shall not be deemed as admission by the registrant that such person is an affiliate of the registrant).
non-affiliates
of the registrant was approximately $Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
As of March 1, 2024, the registrant had outstanding 37,545,864 common shares, no par value.
DOCUMENTS INCORPORATED BY REFERENCE
Document |
Part of Form 10-K into which Document is Incorporated | |
| Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Shareholders | III |
| Auditor Name: |
Location: |
Auditor Firm I.D.: | ||
EXPLANATORY NOTE
Farmers National Banc Corp. (“Farmers”) hereby amends its
Annual
Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2024 (the “Form 10-K”),
as set forth in this Amendment No. 1 on Form 10-K/A
(this “Amendment”). This Amendment is being filed solely to re-file
Exhibit 23.1, “Consent of Independent Registered Public Accounting Firm” as a document filed as an exhibit to the Form 10-K,
to correct a typographical error in the Exhibit 23.1 that was originally filed as an exhibit to the Form 10-K.
Except as described above, no other changes are being made to the Form
10-K
and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Form 10-K.
This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K.
This Amendment should be read in conjunction with Farmers’ filings with the Commission subsequent to the filing of the Form 10-K.
Pursuant to Rule
12b-15
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a)
or 15d-14(a)
of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. Item 15. Exhibits, Financial Statement Schedules.
| (a) | (1) Financial Statements | |
Item 8 Reference is made to the Consolidated Financial Statements included in Item 8 of Part II herein. | ||
(2) Financial Statement Schedules | ||
No financial statement schedules are presented because they are not applicable. | ||
(3) Exhibits | ||
The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference. | ||
| (b) | Exhibits | |
The exhibits filed or incorporated by reference as a part of this Annual Report on Form 10-K are listed in the Exhibit Index, which follows and is incorporated herein by reference. | ||
| (c) | Financial Statement Schedules | |
See subparagraph (a)(2) above. | ||
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this Annual Report on Form
10-K:
| * | Constitutes a management contract or compensatory plan or arrangement. |
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be
directed
to Troy Adair, Executive Vice President, Secretary and Chief Financial Officer, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406. SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized.
FARMERS NATIONAL BANC CORP. | ||
| By: | /s/ Kevin J. Helmick | |
| Kevin J. Helmick, President and Chief Executive Officer | ||
| August 7, 2024 | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of Farmers National Banc Corp.:
Form S-3D No. 333-180649
Form S-4 No. 333-264945
Form S-8 No. 333-217925
Form S-8 No. 333-188570
Form S-8 No. 333-176399
Form S-8 No. 333-264763
of our report dated March 7, 2024, relating to the consolidated financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K.
/s/ Crowe LLP
Crowe LLP
Columbus, Ohio
March 7, 2024
Exhibit 31.1
CERTIFICATIONS
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER
I, Kevin J. Helmick, certify that:
1) I have reviewed this annual report on Form 10-K/A of Farmers National Banc Corp.; and
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Kevin J. Helmick |
| Kevin J. Helmick |
| President and Chief Executive Officer |
| (Principal Executive Officer) |
| August 7, 2024 |
Exhibit 31.2
CERTIFICATIONS
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
I, Troy Adair, certify that:
1) I have reviewed this annual report on Form 10-K/A of Farmers National Banc Corp.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Troy Adair |
| Troy Adair |
| Executive Vice President and Treasurer |
| (Principal Financial Officer) |
| August 7, 2024 |