425

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): October 25, 2019

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02 Results of Operations and Financial Condition.

On October 25, 2019, Farmers National Banc Corp. (the “Company”) first mailed to shareholders a letter regarding its third quarter results, a copy of which is attached hereto as Exhibit 99.1.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 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 2.02 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 8.01 Other Events.

On October 25, 2019, Farmers first mailed to shareholders a letter regarding its third quarter results, a copy of which is attached hereto as Exhibit 99.1.

The shareholder letter is furnished herein, as part of this Item 8.01, as Exhibit 99.1. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 8.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under 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	Letter to Shareholders, dated October 25, 2019

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: October 25, 2019

EX-99.1

Exhibit 99.1

Dear Fellow Shareholders,                                                                                                                                                     October 25, 2019

“Execution,” according to the business executive and writer, Lawrence Bossiday, “is the ability to mesh strategy with reality, align people with goals, and achieve the promised results.”

As you read through this 2019 3^rd quarter report, I believe you’ll see evidence of your experienced Management’s team ability to not only develop a strategic vision with expansive goals, but to deliver upon them. And in this case, delivering means realizing yet another record-breaking quarterly performance.

Farmers to Acquire Geauga Savings Bank

Mergers and acquisitions are integral components of Farmers’ growth plan. Over the past four years our management team has successfully identified, completed, and integrated three bank mergers and an insurance agency merger. I’m pleased to announce that we have another acquisition underway. On August 30, 2019, Farmers National Banc Corp. announced that we entered into an agreement to merge with Maple Leaf Financial, the holding company for Geauga Savings Bank.

The experienced Farmers acquisition team is looking forward to the early 2020 conversion of Geauga Savings Bank by welcoming their customers to Farmers. The transaction increases Farmers’ market share in Cuyahoga and Geauga Counties and enables Farmers to continue building local scale throughout Northeast Ohio.

Once the merger is complete, Farmers will have approximately $2.7 billion in assets and 42 locations throughout Ohio and western Pennsylvania. Farmers expects the transaction to be accretive to earnings per share for the first full year of operation, excluding one-time merger costs, and expects any tangible book value dilution created in the transaction to be earned back in under two years

Record Quarter

Perhaps the best evidence of your bank’s ability to execute and on our ambitious strategic plan – is our continued high performance in terms of net income profitability.

Net income for the 2019 third quarter was a record $9.2 million, which increased 13% over the prior year period. To add some context – for the full year ended December 31, 2015, Farmers had net income of $8.1 million, which is significantly less than this quarter’s robust results.

This significant increase in profitability is a direct result of several tactics: our acquisition strategy, focus on operational excellence and team of committed employees. All of these factors have contributed to the increased size of our loan portfolio, higher noninterest income, and a meaningful improvement in our efficiency ratio.

We are extremely proud of our recent accomplishments and continue to invest in our business, while focusing on positive execution of our strategic plan. As a result, I am extremely excited by the long-term opportunities we have to continue producing record results and creating value for our shareholders.

Market Share

Market share is important to a business because the market is a pie and the bigger the slice of the pie the more profit potential. If a bank is growing efficiently and continues to increase its market share they are keeping their competitors from taking business from them.

Benchmarking against other banks is a productive way by which to gauge our ability to successfully execute our strategy. I’m pleased to share that Farmers’ deposit market share in Ohio increased from 0.48% last year to 0.54% this year. Farmers also became one of the 20 largest banks in Ohio, ranking 21st last year and 18th this year. Overall, Farmers’ deposits in the state increased by nearly $341 million or 21%, which is the second highest increase of the top 20 Ohio banks in 2019.

Finally, your bank has substantially grown its geographic footprint over the last few years, but the strength of a bank’s roots matter. We are now the sole independent bank headquartered in Mahoning County, which your bank has called home since 1887.

As always, I am open to your calls, letters and emails.

Very truly yours,

Kevin J. Helmick

President & CEO